© 2014 The Texas Lawbook.
By Natalie Posgate – (July 16) – A group of Houston and Dallas attorneys from Baker Botts are advising Noble Corporation plc in the spinoff of its subsidiary, Paragon Offshore plc, which will become a separate, publicly traded company after the deal closes.
Following the spinoff, Noble will own and operate one of the most modern, versatile and technically advanced fleets in the offshore drilling industry. Paragon’s pro forma total assets as of Dec. 31, 2013 were $3.5 billion and pro forma 2013 revenues were $1.7 billion. In connection with the spinoff, Paragon executed more than $1.7 billion in debt financings.
Dallas partner David Emmons, who has been representing Noble since 1988, leads the transaction. Last year, he represented Noble when it changed the place of incorporation of its publicly traded parent from Switzerland to the United Kingdom. The transfer resulted in the formation of a newly formed company to serve as the publicly traded parent of the Noble group of companies. Emmons said the value of the deal equated to the value of Noble, which at the time was about $9 billion.
Other Baker Botts attorneys who played a key role in the transaction include partners Derek Green, Hillary Holmes, Chad Burkhardt, Shalla Prichard, Eric Winwood and Chad McCormick and senior associates Preston Bernhisel and Rachael Lichman.
Emmons said spinoffs are usually difficult, but this particular one had a higher level of difficulty because it was a company “completely integrated in terms of management” that had to be separated, and involved “restructuring the transaction throughout the world.”
United Kingdom law firm Travers Smith also provided legal assistance to Noble.
The spinoff will be executed through a pro rata distribution of an aggregate of 84.8 million Paragon ordinary shares to the holders of Noble ordinary shares. The distribution is expected to occur on Aug. 1. Noble will not retain any ownership interest in Paragon.
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