8-K

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): July 7, 2014

NOBLE CORPORATION plc

(Exact name of Registrant as specified in its charter)

England and Wales	001-36211	98-0619597
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

Devonshire House, 1 Mayfair Place London, England	W1J8AJ
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: +44 20 3300 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 7.01 Regulation FD Disclosure.

In connection with the expected separation and spin-off by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”), of its standard specification offshore drilling business, on July 7, 2014, a wholly-owned subsidiary of Noble, Paragon Offshore Limited, a limited company incorporated under the laws of England and Wales (“Paragon Offshore”), issued a press release announcing that, subject to market and other conditions, it intends to offer for sale $1.185 billion in aggregate principal amount of its senior unsecured notes due 2022 and 2024 in a private offering that is exempt from registration under the Securities Act of 1933 to eligible purchasers.

A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and will be published on the “Investor Relations” page on Noble’s website at http://www.noblecorp.com. Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press Release issued by Paragon Offshore Limited dated July 7, 2014.

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.

	Noble Corporation plc, a public limited company incorporated under the laws of England and Wales
Date: July 7, 2014
	By:	/s/ James A. MacLennan
	Name:	James A. MacLennan
	Title:	Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press Release issued by Paragon Offshore Limited dated July 7, 2014.

EX-99.1

Exhibit 99.1

Paragon Offshore Limited 3151 Briarpark Drive, Suite 700 Houston, Texas 77042

PRESS RELEASE

Paragon Offshore Announces $1.185 Billion

Private Placement of Senior Notes in Connection with Spin-Off

HOUSTON, July 7, 2014 – Paragon Offshore Limited (to be converted to Paragon Offshore plc) (“Paragon”), in preparation for its previously announced spin-off from Noble Corporation (NYSE:NE) (“Noble”), announced today 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 (the “Securities Act”), 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.

About Paragon Offshore

Paragon Offshore is currently an indirect, wholly owned subsidiary of Noble Corporation. Paragon is a pure-play global provider of standard specification offshore drilling rigs. Paragon’s drilling fleet consists solely of standard specification rigs and includes 34 jackups and eight floaters (five drillships and three semisubmersibles). Paragon’s primary business is to contract its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon’s principal executive offices are located in Houston, Texas.

Forward-Looking Disclosure Statement

This release contains forward-looking statements. Statements regarding the pursuit, consummation or timing of the proposed spin-off, the private offering of senior notes and the use of proceeds therefrom, Paragon’s conversion to a public limited company, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to actions by governmental and regulatory authorities, delays, costs and difficulties related to the separation, employee relations, market and business conditions, financial results and performance, changes in law, availability and terms of any financing, satisfaction of regulatory conditions, actions by customers and other third parties, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, weather conditions, the future price of oil and gas and other factors detailed in Paragon’s Form 10 filed with the U.S. Securities and Exchange Commission on July 3, 2014. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

For additional information, contact:

For Investors:	Jeffrey L. Chastain,
	Vice President – Investor Relations and Corporate Communications,
	Noble Drilling Services Inc., 281-276-6383
For Media:	John S. Breed, Director of Investor Relations and Corporate Communications, Noble Drilling Services Inc., 281-276-6729

2