0001019056-17-000695.txt : 20170918 0001019056-17-000695.hdr.sgml : 20170918 20170918160421 ACCESSION NUMBER: 0001019056-17-000695 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170918 DATE AS OF CHANGE: 20170918 GROUP MEMBERS: ARIEL WARSZAWSKI GROUP MEMBERS: FIREFLY MANAGEMENT CO GP, LLC GROUP MEMBERS: FIREFLY VALUE PARTNERS, LP GROUP MEMBERS: FVP GP, LLC GROUP MEMBERS: FVP MASTER FUND, L.P. GROUP MEMBERS: RYAN HESLOP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Noble Corp plc CENTRAL INDEX KEY: 0001458891 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 980619597 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85314 FILM NUMBER: 171089977 BUSINESS ADDRESS: STREET 1: DEVONSHIRE HOUSE STREET 2: 1 MAYFAIR PLACE CITY: LONDON STATE: X0 ZIP: W1J8AJ BUSINESS PHONE: 44 20 3008 7597 MAIL ADDRESS: STREET 1: DEVONSHIRE HOUSE STREET 2: 1 MAYFAIR PLACE CITY: LONDON STATE: X0 ZIP: W1J8AJ FORMER COMPANY: FORMER CONFORMED NAME: NOBLE CORP plc DATE OF NAME CHANGE: 20131119 FORMER COMPANY: FORMER CONFORMED NAME: Noble Corp / Switzerland DATE OF NAME CHANGE: 20090318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Firefly Value Partners, LP CENTRAL INDEX KEY: 0001438637 IRS NUMBER: 721616675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 601 WEST 26TH STREET STREET 2: SUITE 1520 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-672-9600 MAIL ADDRESS: STREET 1: 601 WEST 26TH STREET STREET 2: SUITE 1520 CITY: NEW YORK STATE: NY ZIP: 10001 SC 13G 1 noble_13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

NOBLE CORPORATION PLC

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G65431101

(CUSIP Number)

September 8, 2017

(Date of Event That Requires Filing of This Statement)

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).

CUSIP No. G65431101

SCHEDULE 13G

PAGE 2 OF 9

1.	NAMES OF REPORTING PERSONS Ryan Heslop
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 United States
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.	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

⁽¹⁾ Based on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.

CUSIP No. G65431101

SCHEDULE 13G

PAGE 3 OF 9

1.	NAMES OF REPORTING PERSONS Ariel Warszawski
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 United States
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.	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

⁽¹⁾ Based on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.

CUSIP No. G65431101

SCHEDULE 13G

PAGE 4 OF 9

1.	NAMES OF REPORTING PERSONS Firefly Value Partners, LP
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.	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, IA

⁽¹⁾ Based on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.

CUSIP No. G65431101

SCHEDULE 13G

PAGE 5 OF 9

1.	NAMES OF REPORTING PERSONS FVP GP, LLC
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.	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

⁽¹⁾ Based on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.

CUSIP No. G65431101

SCHEDULE 13G

PAGE 6 OF 9

1.	NAMES OF REPORTING PERSONS Firefly Management Company GP, LLC
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.	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

⁽¹⁾ Based on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.

CUSIP No. G65431101

SCHEDULE 13G

PAGE 7 OF 9

1.	NAMES OF REPORTING PERSONS FVP Master Fund, L.P.
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 Cayman Islands
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.	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

⁽¹⁾ Based on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.

CUSIP No. G65431101	SCHEDULE 13G	PAGE 8 OF 9

Item 1(a).		Name of Issuer:

		Noble Corporation plc

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		Devonshire House, 1 Mayfair Place London, England, W1J8AJ

Item 2(a).		Name of Person(s) Filing:

		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.

Item 2(b).		Address of Principal Business Office, or, if None, Residence:

		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

Item 2(c).		Citizenship:

		For citizenship information see Item 4 of the cover sheet of each Reporting Person.

Item 2(d).		Title of Class of Securities:

		Ordinary Shares

CUSIP No. G65431101	SCHEDULE 13G	PAGE 9 OF 9

Item 2(e).		CUSIP Number:

		G65431101

Item 3.		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:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e)	x	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E)
(f)	o	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F)
(g)	o	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i)	o	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)
(j)	o	Group, in accordance with 240.13d-1(b)(1)(ii)(J)


Item 4.		Ownership:

		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.

Item 5.		Ownership of Five Percent or Less of a Class.

		Not Applicable

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary That Acquired the Security Being Reported by the Parent Holding Company or Control Person.

		Not Applicable

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable

Item 9.		Notice of Dissolution of the Group.

		Not Applicable

Item 10.		Certification:

		Not Applicable

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.


Date: September 18, 2017	/s/ Ryan Heslop
	Ryan Heslop

	Ariel Warszawski
	Firefly Value Partners, LP
	FVP GP, LLC
	Firefly Management Company GP, LLC
	FVP Master Fund, L.P.

Date: September 18, 2017	By:	/s/ Ariel Warszawski
	Ariel Warszawski, for himself and as Managing Member
	of FVP GP (for itself and as general partner of FVP Master
	Fund) and Firefly Management (for itself and as general
	partner of Firefly Partners)

EXHIBIT INDEX

Exhibit No.		Document
99.1		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.

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares of Noble Corporation plc, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 18, 2017.


	/s/ Ryan Heslop
	Ryan Heslop

	Ariel Warszawski
	Firefly Value Partners, LP
	FVP GP, LLC
	Firefly Management Company GP, LLC
	FVP Master Fund, L.P.

	By:	/s/ Ariel Warszawski
	Ariel Warszawski, for himself and as Managing Member
	of FVP GP (for itself and as general partner of FVP Master
	Fund) and Firefly Management (for itself and as general
	partner of Firefly Partners)