Statement of Ownership (sc 13g)
September 18 2017 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
NOBLE
CORPORATION PLC
Ordinary
Shares
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(Title
of Class of Securities)
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G65431101
September
8, 2017
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(Date
of Event That Requires Filing of This Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1 (b)
x
Rule 13d-1 (c)
o
Rule 13d-1 (d)
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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CUSIP No. G65431101
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SCHEDULE
13G
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PAGE
2 OF 9
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1.
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NAMES
OF REPORTING PERSONS
Ryan Heslop
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)
o
(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
12,246,200
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
12,246,200
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,200
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
(1)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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CUSIP No. G65431101
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SCHEDULE
13G
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PAGE
3 OF 9
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1.
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NAMES
OF REPORTING PERSONS
Ariel Warszawski
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)
o
(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
12,246,200
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
12,246,200
|
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,200
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
(1)
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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|
|
|
|
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(1)
Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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CUSIP No. G65431101
|
SCHEDULE
13G
|
PAGE
4 OF 9
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1.
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NAMES
OF REPORTING PERSONS
Firefly Value Partners,
LP
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
o
(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
12,246,200
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
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SHARED
DISPOSITIVE POWER
12,246,200
|
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,200
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
(1)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, IA
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(1)
Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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CUSIP No. G65431101
|
SCHEDULE
13G
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PAGE
5 OF 9
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1.
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NAMES
OF REPORTING PERSONS
FVP GP, LLC
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|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
12,246,200
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
12,246,200
|
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,200
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
(1)
|
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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|
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(1)
Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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CUSIP No. G65431101
|
SCHEDULE
13G
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PAGE
6 OF 9
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1.
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NAMES
OF REPORTING PERSONS
Firefly Management
Company GP, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
12,246,200
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
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SHARED
DISPOSITIVE POWER
12,246,200
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,200
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
(1)
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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|
|
|
|
|
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(1)
Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
|
CUSIP No. G65431101
|
SCHEDULE
13G
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PAGE
7 OF 9
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1.
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NAMES
OF REPORTING PERSONS
FVP Master Fund,
L.P.
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|
2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a)
o
(b)
x
|
|
3.
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SEC
USE ONLY
|
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
12,246,200
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
12,246,200
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,200
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
(SEE INSTRUCTIONS)
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
(1)
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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|
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(1)
Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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CUSIP No. G65431101
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SCHEDULE
13G
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PAGE
8 OF 9
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Item 1(a).
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Name
of Issuer:
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Noble
Corporation plc
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Item 1(b).
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Address
of Issuer’s Principal Executive Offices:
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Devonshire
House, 1 Mayfair Place
London,
England, W1J8AJ
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Item 2(a).
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Name
of Person(s) Filing:
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This
statement (the “Statement”) is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted
limited partnership (“FVP Master Fund”), (ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly
Partners”), which serves as the investment manager of FVP Master Fund, (iii) FVP GP, LLC, a Delaware limited liability
company (“FVP GP”), which serves as the general partner of FVP Master Fund, (iv) Firefly Management Company GP,
LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly
Partners, and (v) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of
the foregoing, collectively, “Reporting Persons”). FVP Master Fund is a private investment vehicle
formed for the purpose of investing and trading in a wide variety of securities and financial instruments. FVP
Master Fund directly owns all of the shares reported in this Statement. Messrs. Heslop and Warszawski, Firefly
Partners, Firefly Management and FVP GP may be deemed to share with FVP Master Fund voting and dispositive power with respect
to such shares.
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Item 2(b).
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Address
of Principal Business Office, or, if None, Residence:
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The
Principal Business Office of FVP Master Fund is:
c/o dms
Corporate Services, Ltd.
P.O. Box 1344
dms House
20 Genesis
Close
Grand Cayman,
KY1-1108
Cayman Islands
The
Principal Business Officer of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is:
601 West 26th
Street, Suite 1520
New York,
NY 10001
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Item 2(c).
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Citizenship:
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For
citizenship information see Item 4 of the cover sheet of each Reporting Person.
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Item 2(d).
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Title
of Class of Securities:
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Ordinary
Shares
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CUSIP No. G65431101
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SCHEDULE
13G
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PAGE
9 OF 9
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Item 2(e).
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CUSIP
Number:
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G65431101
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Item 3.
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If
This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o)
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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x
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An
investment adviser in accordance with 240.13d-1(b)(1)(ii)(E)
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F)
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(g)
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o
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A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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o
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3)
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(j)
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o
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Group,
in accordance with 240.13d-1(b)(1)(ii)(J)
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Item 4.
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Ownership:
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See
Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2. The percentage ownership of each Reporting
Person is based on 244,903,025 ordinary shares outstanding as of July 25, 2017, as reported in the Issuer's quarterly report
on Form 10-Q filed on August 4, 2017.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary That Acquired the Security Being Reported by the Parent Holding Company or Control Person.
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Not
Applicable
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable
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Item
9.
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Notice
of Dissolution of the Group.
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Not
Applicable
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Item
10.
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Certification:
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Not
Applicable
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: September 18,
2017
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/s/
Ryan Heslop
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Ryan
Heslop
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Ariel
Warszawski
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Firefly
Value Partners, LP
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FVP
GP, LLC
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Firefly
Management Company GP, LLC
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FVP
Master Fund, L.P.
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Date: September 18,
2017
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By:
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/s/
Ariel
Warszawski
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Ariel
Warszawski, for himself and as Managing Member
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of
FVP GP (for itself and as general partner of FVP Master
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Fund)
and Firefly Management (for itself and as general
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partner
of Firefly Partners)
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EXHIBIT INDEX
|
Exhibit
No.
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Document
|
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99.1
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Joint
Filing Agreement, dated September 18, 2017, among Ryan Heslop, Ariel Warszawski, Firefly Value Partners, LP, FVP GP, LLC,
Firefly Management Company GP, LLC and FVP Master Fund, L.P. to file this joint statement on Schedule 13G.
|
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