Paragon Offshore, in preparation for its previously announced spin-off from Noble Corporation, announced Monday that, subject to market and other conditions, it intends to offer for sale $1.185 billion in aggregate principal amount of senior unsecured notes due 2022 and 2024 in a private offering that is exempt from registration under the Securities Act of 1933, as amended, to eligible purchasers.
Paragon intends to use the net proceeds from the offering to repay a portion of the promissory notes that it expects to issue to Noble as partial consideration for the transfer to Paragon of Noble's standard specification drilling business in connection with the spin-off.
The notes and the related guarantees will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States, to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of the notes or related guarantees in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such states.
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