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): May 23, 2017

Paragon Offshore plc

(Exact name of registrant as specified in its charter)

3151 Briarpark Drive, Suite 700

Houston, Texas 77042
(Address of principal executive offices) (Zip Code)

+44 20 330 2300

(Registrant’s telephone number, including area code)

(Not applicable)

(Former name or former address, if changed since last report)

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 (see General Instruction A.2 below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.03 Bankruptcy or Receivership

As previously disclosed, on May 17, 2017, the board of directors of Paragon Offshore plc (the “Company”) filed an administration application with the High Court of Justice, Chancery Division, Companies Court of England and Wales (the “English Court”) seeking the appointment (the “Proposed Appointment”) by order of the English Court of Neville Barry Kahn (insolvency practitioner number 8690) and David Philip Soden (insolvency practitioner number 15790), each of Deloitte LLP, Athene Place, 66 Shoe Lane, London, EC4A 3BQ, as proposed joint administrators of the Company.

On May 23, 2017, the hearing to consider the Proposed Appointment took place at the Companies Court, The Rolls Building, 7 Rolls Building, Fetter Lane, London, EC4A 1NL, and Messrs. Kahn and Soden were appointed by the English Court as joint administrators of the Company (the “Joint Administrators”). The Joint Administrators have been appointed to, among other things, implement the Company’s chapter 11 plan of reorganization, subject to confirmation by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Joint Administrators will assume all powers to manage the business and affairs of the Company; however, the Company’s existing board of directors has agreed to remain involved in an advisory capacity to the Joint Administrators until the Company emerges from its insolvency proceedings under chapter 11 of the United States Bankruptcy Code, and the existing executive management team will remain responsible for the operational management of the Company and its subsidiaries.

Item 5.01 Changes in Control of Registrant

The disclosure under Item 1.03 herein is incorporated by reference in its entirety.

Item 8.01 Other Events

Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the Company’s press release, dated May 23, 2017, announcing the appointment of the Joint Administrators.

In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall Exhibit 99.1 be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to risks associated with the Company’s reorganization, the appointment of the Joint Administrators, the ability of the Company to implement the transactions contemplated by the Company’s chapter 11 plan of reorganization, the confirmation of such plan by the Bankruptcy Court, the general nature of the oil and gas industry, actions by regulatory authorities, customers and other third parties, and other factors detailed in the “Risk Factors” section of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016, and in its other filings with the Securities and Exchange Commission (the “SEC”), which are available free of charge on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1        Press Release dated May 23, 2017

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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.

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Exhibit Index

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