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EX-99.1 - EXHIBIT 99.1 - PARAGON OFFSHORE PLCex991-pressrelease1282015.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report (date of earliest event reported): December 2, 2015
Paragon Offshore plc
(Exact name of Registrant as specified in its charter)
 
England and Wales
001-36465
98-1146017
(State or other jurisdiction
of incorporation or organization)
(Commission file number)
(I.R.S. employer
identification number)
 
3151 Briarpark Drive, Suite 700
Houston, Texas
77042
 
 
(Address of principal executive offices)
(Zip code)
 
 
 
 
 
Registrant’s telephone number, including area code: +44 20 330 2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
On December 2, 2015, Paragon Offshore plc (the "Company") received a letter from The New York Stock Exchange (the "NYSE") notifying the Company that it had fallen below the NYSE's continued listing standard under Rule 802.01 of the NYSE's Listed Company Manual that requires listed companies to have a minimum average market capitalization greater than $50 million over a 30 trading-day period and total stockholders' equity greater than $50 million.
Pursuant to the NYSE's customary procedures, the Company has 45 calendar days to submit a business plan (the "Plan") to the NYSE demonstrating how it intends to regain compliance with the NYSE's continuing listing standards on or before June 2, 2017.  The Company currently intends to submit a Plan to the NYSE within the required time frame.

If the NYSE accepts the Plan, the Company's shares will continue to trade on the NYSE and the Company will be subject to quarterly monitoring by the NYSE for compliance with the Plan.  If the NYSE rejects the Plan, however, the NYSE will commence procedures to delist the Company's shares from the NYSE. If the NYSE rejects the Company's Plan, the Company intends to seek the transfer to an alternate exchange or trading market.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
 
EXHIBIT NUMBER
 
DESCRIPTION
99.1
Press Release of Paragon Offshore plc, dated December 8, 2015






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Paragon Offshore plc
 
 
 
Date: December 11, 2015
By:
 
/s/ Todd D. Strickler
 
Name:
 
Todd D. Strickler
 
Title:
 
Vice President, General Counsel & Corporate Secretary






INDEX TO EXHIBITS
EXHIBIT NUMBER
 
DESCRIPTION
99.1
Press Release of Paragon Offshore plc, dated December 8, 2015