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): February 11, 2016

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)	(Commission file number)	(I.R.S. employer identification no.)

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 8.01. Other Events.

On February 12, 2016, Noble Corporation plc (“Noble” or the “Company”) announced that it had reached an agreement in principle for a compromise and settlement with Paragon Offshore plc (“Paragon”), the entity spun-off from the Company in 2014. Earlier today, Paragon publicly announced that it has reached agreement with certain of its creditors in connection with its previously announced restructuring efforts, and intends to seek court approval of a bankruptcy plan. The proposed settlement would be part of Paragon’s bankruptcy plan.

The principal terms of the settlement are as follows:

Release. Noble and its affiliates and subsidiaries would be fully and unconditionally released from any and all claims or obligations arising under, relating to or in connection with the spin-off, including, without limitation, any fraudulent transfer or similar claims that could be brought by Paragon, its bankruptcy estate or its creditors. In addition, Noble would receive a release from Paragon related to Noble’s actions in the control and administration of the Applicable Paragon Tax Liabilities (as defined below).

Neither party would be released from their respective obligations under the separation agreements entered into at the time of Paragon’s spin-off. The Tax Sharing Agreement between the parties would be amended to reflect the settlement terms.

Control of Filings and Defense. Noble would take over control and administration of the audit and assessment process for Paragon’s Mexican income and value added taxes for the years 2005 through 2010 and for Paragon’s Mexican customs taxes through 2010 (the “Applicable Paragon Tax Liabilities”). Such control and administration would include, without limitation, control of all filings, proceedings and negotiations relating to the Applicable Paragon Tax Liabilities, including the right to settle all claims. Noble and Paragon would share Noble’s out-of-pocket costs and expenses of administering and defending the Applicable Paragon Tax Liabilities other than the costs and expenses of bonding.

Noble has also today entered into an interim agreement with Paragon under which it would take over control and administration of the Mexican tax contests immediately in order to begin to mitigate any tax liability and bonding obligations.

Tax Liabilities. Upon final resolution of the audit and assessment process for the Applicable Paragon Tax Liabilities, Noble would pay:

• 50% of the ultimate resolved amount of Mexican income and value-added taxes related to Paragon’s business that were incurred through a Paragon legal entity;

• 50% of the ultimate resolved amount of Mexican custom taxes related to Paragon’s business; and

• 100% of the ultimate resolved amount of Mexican income and value-added taxes related to Paragon’s business that were incurred through a Noble legal entity.

2

The Company expects the tax liability payments related to the settlement to be spread over a number of years. Based on its understanding of these matters and its experience to date in Mexico, the Company currently expects the net amount that it will actually pay over the period of the settlement for its portion of the taxes to be in the range of $8 to $12 million, although the final amount and the timing of such payments will depend on a number of factors. Once the settlement with Paragon is approved by the bankruptcy court, the Company would take a charge related to such payments as well as its share of the expenses expected to be incurred in connection with those tax liabilities.

Bonding Commitment. In the event the Mexican tax authorities issue a final assessment with respect to an Applicable Paragon Tax Liability, Noble would be required to post a bond for the amount of such claim in order to further challenge the assessment. Any such bonding would be at Noble’s expense. Noble intends to aggressively administer and defend the tax claims, including the potential bonding obligation. Noble has a bonding facility separate from its revolving credit facility under which it can obtain bonds such as these tax appeals bonds. Noble can also have these types of bonds issued under its revolving credit facility. Noble believes it has sufficient bonding capacity to cover any bonds that will be required to cover the Applicable Paragon Tax Liabilities and it expects that the amount of any bonds that actually have to be posted will substantially exceed the ultimate underlying tax liability.

Definitive Agreement. Noble and Paragon have agreed to work in good faith to negotiate and finalize a definitive settlement agreement (the “Settlement Agreement”) in accordance with the proposed terms of the settlement. Noble expects to enter into the Settlement Agreement in the first quarter of 2016. The effectiveness of the Settlement Agreement would be subject to court approval of Paragon’s bankruptcy plan, of which the Settlement Agreement will form a part.

The foregoing description is qualified in its entirety by reference to the Term Sheet for Proposed Settlement Agreement, the Side Letter to Tax Sharing Agreement, and the related press release issued by the Company, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Term Sheet for Proposed Settlement Agreement, dated as of February 11, 2016.
Exhibit 99.2	Side Letter to Tax Sharing Agreement, dated as of February 11, 2016.
Exhibit 99.3	Press release of Noble Corporation plc, dated February 12, 2016.

3

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
Date: February 12, 2016	By:	/s/ James A. MacLennan
		James A. MacLennan
		Senior Vice President and Chief Financial Officer

4

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Term Sheet for Proposed Settlement Agreement, dated as of February 11, 2016.
99.2	Side Letter to Tax Sharing Agreement, dated as of February 11, 2016.
99.3	Press release of Noble Corporation plc, dated February 12, 2016.

EX-99.1

Exhibit 99.1

PRIVILEGED & CONFIDENTIAL

PROTECTED BY FRE 408

TERM SHEET FOR PROPOSED SETTLEMENT AGREEMENT

BETWEEN PARAGON OFFSHORE PLC AND NOBLE CORPORATION PLC

This term sheet (“Term Sheet”) sets forth the principal terms of a compromise and settlement between Paragon Offshore plc (“Paragon”) and Noble Corporation plc (“Noble,” and, together with Paragon, the “Parties”) with respect to the matters described herein.

Promptly following the execution of this Term Sheet, the Parties agree to work in good faith to negotiate and finalize the terms of a Definitive Settlement Agreement (as defined below) which incorporates (unless otherwise mutually agreed to the contrary in writing), in all material respects, the terms and conditions contemplated hereby.

With the exception of the obligation of the Parties set forth in the preceding paragraph and the agreements of the Parties set forth under the headings “Publicity” and “Governing Law” below, neither this Term Sheet nor the discussions, negotiations or other activities related to the subject matter herein create any binding obligations, liabilities or duties with respect to any Party. A binding agreement with respect to the matters referred to herein will result, if at all, only upon the execution and delivery of a Definitive Settlement Agreement reasonably satisfactory in form and substance to the Parties, and subject to the terms and conditions set forth therein. Any Definitive Settlement Agreement will be subject to the approval of the Bankruptcy Court (as defined below). For purposes of this Term Sheet, the term “Definitive Settlement Agreement” does not include this Term Sheet or any other preliminary written agreement, nor does it include any oral or written agreement in principle or the offer or acceptance of an offer by any Party hereto.

This Term Sheet is protected by Rule 408 of the Federal Rules of Evidence and all other applicable statutes and doctrines protecting the use or disclosure of confidential information and information exchanged in the context of settlement discussions.

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in that certain tax sharing agreement, dated as of July 31, 2014, between the Parties (the “Tax Sharing Agreement”).

Contemporaneously with the execution of this Term Sheet, Paragon and Noble are entering into a binding side letter to the Tax Sharing Agreement (the “TSA Side Letter”) to provide for control by Noble of all filings, proceedings and negotiations relating to any Applicable Paragon Tax Liability (as defined below) during the period between the execution of this Term Sheet and the Effective Date (as defined below).

Overview On or about July 17, 2014, Noble and certain of its subsidiaries transferred to Paragon and certain of its subsidiaries the assets and liabilities constituting most of Noble’s standard specification drilling units and related assets, liabilities and business (the “Separation”) and on or about August 1, 2014, Noble made a pro rata distribution to its shareholders of all of the issued and outstanding ordinary shares of Paragon to holders of Noble ordinary shares (the “Distribution” and, collectively with the Separation, the “Spin-Off”). In connection with the Spin-Off, Paragon and Noble (and certain of their respective subsidiaries) entered into agreements to effectuate the Separation and to address certain related matters, including the Master Separation Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, the Transition Services Agreement and the Transition Services Agreement (Brazil) (collectively, the “Separation Agreements”). Paragon has asserted that it may have claims against Noble arising under, relating to, or in connection with the Spin-Off, including, but not limited to, certain fraudulent transfer claims arising under section 548 of the Bankruptcy Code.

Paragon Restructuring Pursuant to that certain Plan Support Agreement (the “PSA”) among Paragon, certain other Paragon Entities and certain of their creditors (collectively, the “Restructuring Parties”) that is being entered into substantially simultaneously herewith, the Restructuring Parties have agreed to undertake a financial restructuring of Paragon (the “Restructuring”) which is anticipated to be effected through the plan of reorganization substantially in the form attached as Exhibit A to the PSA (including any schedules and exhibits attached thereto, the “Paragon Plan”) and the commencement by certain specified Paragon Entities of a voluntary case (the “Paragon Case” and collectively, the “Paragon Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

Release of Potential Paragon Claims Paragon will, and will cause its affiliates and subsidiaries (collectively, the “Paragon Entities”) to, fully and unconditionally release Noble and its affiliates and subsidiaries and their respective officers and directors (collectively, the “Noble Entities”) from any and all claims, obligations, rights, suits, damages, causes of action, remedies and liabilities whatsoever arising under, relating to or in connection with the Spin-Off, whether known or unknown, foreseen or unforeseen, arising on or before the Effective Date (the “Released Claims”), provided however, that the Noble Entities shall not be released from their respective obligations under the Separation Agreements. The Released Claims will include, without limitation, any fraudulent transfer or similar claims arising under section 548 of the Bankruptcy Code or any similar state or foreign statute.

Bonding Commitment In order to satisfy certain bonding requirements necessary to challenge assessments of applicable income and value-added Taxes imposed by the

2

Mexican Governmental Authorities relating to the Paragon Business for the Tax Years 2005, 2006, 2007, 2008, 2009 and 2010 and applicable customs Taxes relating to the Paragon Business imposed by the Mexican Governmental Authorities with respect to any period through and including 2010 (the “Applicable Paragon Tax Liabilities”), Noble will provide direct bonding, at its own cost and expense, for the Applicable Paragon Tax Liabilities on the following basis:

• Noble’s direct bonding may take the form of cash, a letter of credit or any other assurance that satisfies any bonding or surety provider selected by Noble to issue any bond.

• Noble will provide direct bonding until a full and final resolution of the Applicable Paragon Tax Liabilities.

• To the extent that Paragon has already provided a bond for any Applicable Paragon Tax Liability or provides such a bond for any Applicable Paragon Tax Liability prior to the Effective Date, upon the Effective Date Noble will provide direct bonding to replace any such bonding provided by Paragon.

• Paragon will provide Noble with prompt notice of any bond provided by Paragon for any Applicable Paragon Tax Liability after the date of this Term Sheet and prior to the time Noble has taken control of receipt of such notices pursuant to the TSA Side Letter.

• Upon the full and final resolution of any Applicable Paragon Tax Liability (or any portion thereof) for which Noble has provided a bond, the Parties will ensure that Noble’s bond (or the applicable portion thereof) is unconditionally released.

Notwithstanding anything herein to the contrary, for all purposes of this Term Sheet, Applicable Paragon Tax Liabilities do not include any Taxes paid prior to the date of execution of the TSA Side Letter. For the avoidance of doubt, no Tax that has not been paid prior to the date of execution of the TSA Side Letter is excluded from being an Applicable Paragon Tax Liability solely by reason of being paid or ultimately resolved between the date of execution of the TSA Side Letter and the Effective Date (as defined below).

Applicable Paragon Tax Liabilities Upon final resolution of the amount of any Applicable Paragon Tax Liability (or any portion thereof) other than for customs Taxes, Noble will timely pay 100% of the ultimate resolved amount of such Tax for Noble Entities and timely pay 50% of the ultimate resolved amount of such Tax for Paragon Entities, and Paragon will timely pay 50% of the ultimate resolved amount of such Tax for Paragon Entities. Upon final resolution of the amount of any Applicable Paragon Tax Liability for customs Taxes, Noble will timely pay 50% of the ultimate resolved amount of such Tax and Paragon will timely pay 50% of the ultimate resolved amount of such Tax. If a Party pays to the Mexican Governmental Authorities prior to the Effective Date any Applicable Paragon Tax Liability (or portion thereof) for which such Party does not bear

3

100% responsibility pursuant to the foregoing had the terms hereunder been effective as of the date of execution of the TSA Side Letter, then the other Party shall on the Effective Date reimburse such Party the amount of such Applicable Paragon Tax Liability for which the reimbursing Party would have been responsible had the terms hereunder been effective at the time of such payment. Each Party will be entitled to offset against its obligation to make any payment contemplated by this Section or the Tax Sharing Agreement any amount owed to such Party by the other Party or any of its affiliates pursuant to this Section, the TSA Side Letter or the Tax Sharing Agreement. In addition, Noble will be entitled to Tax benefits, if any, attributable to any Applicable Paragon Tax Liability paid (or indemnified) by Noble, and Paragon will be entitled to Tax benefits, if any, attributable to any Applicable Paragon Tax Liability paid by Paragon (except to the extent indemnified by Noble). If either Party uses any Tax benefit to which the other Party is entitled pursuant to the preceding sentence, the Party using the benefit will timely pay to the Party entitled to the benefit the value of the Tax benefit so used. For the avoidance of doubt, the Parties’ rights and obligations under the Tax Sharing Agreement with respect to refunds of Taxes, including amounts described in Section 4.3 thereof, will remain in full force and effect.

Negotiation and Settlement of Certain Tax Liabilities For so long as Noble has any obligation to pay all or a portion of any Applicable Paragon Tax Liability or provide any direct bonding, or has outstanding any direct bonding, with respect to any Applicable Paragon Tax Liability:

• Noble will control all filings, proceedings and negotiations relating to any Applicable Paragon Tax Liability; provided that, with respect to any Applicable Paragon Tax Liability for which Paragon has the obligation to pay any portion of the ultimate resolved amount, Paragon will have the participation rights given a Non-Controlling Party in the existing terms of Section 5.2(e) (other than clause (iv) (right to dictate positions taken) and clause (vi) (right to approve settlement) thereof, each of which will not apply to any Applicable Paragon Tax Liability) of the Tax Sharing Agreement; provided further that, to the extent Noble fails or ceases to exercise its rights to control the filings, proceedings or negotiations relating to any Applicable Paragon Tax Liability for which Paragon has the obligation to pay any portion of the ultimate resolved amount, without prejudice to Paragon’s other rights under the Tax Sharing Agreement or hereunder, Paragon will have the right to control such filings, proceedings or negotiations. The Parties will provide full cooperation to each other in connection herewith.

• The Party not in control of any filings, proceedings and negotiations hereunder will grant to the other Party access to and control (including custody) over all records and relevant documentation related to such tax liabilities necessary for such control.

4

• Noble will have sole authority to settle any Applicable Paragon Tax Liability in its sole discretion.

• The Definitive Settlement Agreement will include release and covenant not to sue provisions substantially similar to those in the TSA Side Letter with respect to the acts and omissions of Noble in connection with any such filing, proceeding, negotiation or settlement.

With respect to any Applicable Paragon Tax Liability, the Party not in control of any filings, proceedings and negotiations will reimburse the Party so in control for 50% of the out-of-pocket costs and expenses (e.g., professional fees, court costs, third party storage fees, etc., but specifically excluding any costs, fees and expenses of bonding) incurred by such Party in connection with any filing, proceeding, negotiation or settlement described in this Section on a quarterly basis. Paragon will fund estimates of the expenses it is required to reimburse to Noble in advance on a quarterly basis.

Noble will, for its own account, establish certain dedicated resources (as determined by Noble) in Mexico for purposes of administering and defending the relevant tax assessments and claims as contemplated by this Section.

Other Matters With respect to tax filings with Mexican Governmental Authorities for Tax Years that are Pre-Spin Periods other than those set forth above, the Parties will take tax positions that are consistent with those taken in connection with the resolution of the Applicable Paragon Tax Liabilities and will coordinate with each other with respect to such tax filings.

The Definitive Settlement Agreement will include other customary and appropriate provisions consistent with the terms hereof, including indemnification provisions relating to any breach and covenants on the part of Paragon that, with respect to the Applicable Paragon Tax Liabilities and any related bonds, each Paragon Entity and its affiliates will refrain from taking any action that could reasonably be expected to cause any adverse action by the Mexican Governmental Authorities with respect to such assessment or bonds; provided that Paragon will not be required to provide collateral to Noble in respect of any such bond.

Noble will be entitled to terminate this Term Sheet and/or the Definitive Settlement Agreement (and its respective obligations under each and in respect thereof) if Paragon (i) files a chapter 11 plan that does not incorporate the terms and conditions contemplated by this Term Sheet or (ii) files a motion seeking to terminate or reject its obligations under the Term Sheet or the Definitive Settlement Agreement.

The purpose of the Definitive Settlement Agreement is to settle and resolve the claims that Paragon may assert against Noble arising under, relating to, or in connection with the Spin-Off, including, but not limited to, certain

5

fraudulent transfer claims arising under section 548 of the Bankruptcy Code, and this settlement is not intended to, and does not constitute, nor shall it be deemed to constitute, an admission by any Party hereto of any liability, culpability, or fault; and any and all such admission of liability, culpability, and/or fault is hereby expressly denied.

Representations and Warranties Paragon hereby represents and warrants to Noble as follows:

(i) the financial projections and forecasts Paragon has provided Noble are not inconsistent in any material respect with the financial projections and forecasts Paragon has most recently provided to the Restructuring Parties that are not Paragon Entities in connection with the negotiation of the PSA; and

(ii) to the knowledge of Paragon, Schedule I hereto sets forth a true, complete and correct list of (a) the tax audit claims of Applicable Paragon Tax Liabilities asserted by the Mexican Governmental Authorities on or prior to the date hereof attributable to the Paragon Entities and (b) each bond for any Applicable Paragon Tax Liability posted by or on behalf of Paragon on or prior to the date hereof attributable to the Paragon Entities.

In addition to the foregoing representations and warranties, in the Definitive Settlement Agreement, each Party will make customary representations and warranties to the other Party, including regarding its authority to enter in to, and the due authorization and execution, validity and binding effect of, the Definitive Settlement Agreement.

Implementation Effective as of the Effective Date, the Parties will modify applicable provisions of the Tax Sharing Agreement, including, but not limited to, Section 2.3(c), Section 4.1, Section 4.2, Section 5.2, Section 6.1(d), and Section 6.3(b), to be consistent with the terms hereof. Otherwise, the Tax Sharing Agreement will remain in full force and effect, without modification or release of any right or obligation of any party thereto thereunder, except as contemplated by the TSA Side Letter.

The Parties intend to seek to negotiate a Definitive Settlement Agreement on terms substantially consistent with the terms in this Term Sheet and, upon execution of such Definitive Settlement Agreement by the Parties, Paragon shall seek approval of the Definitive Settlement Agreement with the Bankruptcy Court in a Chapter 11 proceeding. The Definitive Settlement Agreement will become effective upon the date the Bankruptcy Court enters an order approving the Definitive Settlement Agreement, which order shall not be subject to a stay of execution (the “Effective Date”).

Notwithstanding anything herein to the contrary, the Parties’ obligations under “Release of Potential Paragon Claims”, “Bonding Commitment”, “Applicable Paragon Tax Liabilities”, “Negotiation and Settlement of Certain Tax Liabilities”, “Other Matters” and “Implementation” are subject to consummation of the Paragon Plan, which incorporates the terms of this proposed settlement.

6

Separation Agreements Except as expressly provided in the Definitive Settlement Agreement, the Separation Agreements will remain in full force and effect, without modification or release of any right or obligation of any party thereto thereunder, provided that the Tax Sharing Agreement will be modified as contemplated hereby.

Publicity Each Party will reasonably cooperate with respect to any public announcement or other public disclosure regarding this Term Sheet or the matters addressed hereby.

Governing Law The Definitive Settlement Agreement will be, and the enforceable obligations of the Parties under this Term Sheet shall be, construed and enforced in accordance with, and the rights of the Parties thereunder shall be governed by, the laws of the State of New York, without giving effect to the conflict of laws principles thereof

Counterparts This Term Sheet may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Term Sheet delivered by facsimile or PDF shall be deemed to be an original for the purposes of this paragraph.

7

IN WITNESS WHEREOF, the undersigned have executed this Term Sheet as of February 11, 2016.

PARAGON OFFSHORE PLC
By:	/s/ Randall D. Stilley
	Name: Randall D. Stilley
	Title: President and Chief Executive Officer
NOBLE CORPORATION PLC
By:	/s/ David W. Williams
	Name: David W. Williams
	Title: Chairman, President & CEO

8

Schedule I – Applicable Paragon Tax Liabilities and Bonded Amounts

As of February 11, 2016

Entity	Tax Year	Current Tax Audit Claims (MXN)		Current Tax Audit Claims (USD)**
Paragon Offshore Contracting Sarl (Tax ID NCS060612EIA)	2007		1,463,554,367		77,811,800
Paragon Offshore Contracting Sarl (Tax ID NCS060612EIA)	2008		2,069,258,564		110,014,863
Paragon Offshore Leonard Jones LLC (Tax ID NLJ030721U37)	2007		9,323,036		495,672
Total*			3,542,135,967		188,322,335

  * No current Tax Audit Claims for tax years 2009 and 2010

** Using spot FX of 18.8089 at February 11, 2016.

9

EX-99.2

Exhibit 99.2

NOBLE CORPORATION PLC DEVONSHIRE HOUSE • 1 MAYFAIR PLACE LONDON • W1J 8AJ • ENGLAND • + 44 20 3300  2300

PRIVILEGED & CONFIDENTIAL

PROTECTED BY FRE 408

February 11, 2016

Paragon Offshore plc

3151 Briarpark Drive, Suite 700

Houston, Texas 77042

Ladies and Gentlemen:

We refer you to the Tax Sharing Agreement (as the same may be amended, restated or otherwise modified from time to time, the “Tax Sharing Agreement”) dated as of July 31, 2014, between Noble Corporation plc, a public limited company organized under the laws of England and Wales (“Noble”), and Paragon Offshore plc, a public limited company organized under the laws of England and Wales (“Paragon”). Noble and Paragon sometimes are referred to in this letter agreement (this “Agreement”) individually as a “Party,” and collectively as the “Parties.” Capitalized terms that are used but not defined in this Agreement shall have the meanings given to them in the Tax Sharing Agreement.

WHEREAS, as of the same date of this Agreement, the Parties have executed the Term Sheet for Proposed Settlement Agreement Between Paragon Offshore plc and Noble Corporation plc (the “Term Sheet”) pursuant to which they set forth the principal terms of a compromise and settlement between Paragon and Noble with respect to the matters described therein.

WHEREAS, contrary to the terms of the Tax Sharing Agreement, the Term Sheet provides that Noble will satisfy certain bonding requirements necessary to challenge assessments of applicable income and value-added Taxes imposed by the Mexican Governmental Authorities relating to the Paragon Business for the Tax Years 2005, 2006, 2007, 2008, 2009, and 2010 and applicable customs Taxes relating to the Paragon Business imposed by the Mexican Governmental Authorities with respect to any period through and including 2010 (the “Applicable Paragon Tax Liabilities”).

WHEREAS, contrary to the terms of the Tax Sharing Agreement, the Term Sheet provides that Noble will have the right to control any Tax Contest with respect to the Applicable Paragon Tax Liabilities and, upon final resolution of any assessment for any Applicable Paragon Tax Liabilities, Noble will bear 50% or 100% of such Taxes depending on the type of Tax assessed.

WHEREAS, the Term Sheet provides that (i) Noble’s obligation to satisfy the bonding requirements with respect to the Applicable Paragon Tax Liabilities and bear 50% or 100% of such Taxes and (ii) Noble’s right to control present and potential future Tax Contests with respect to the Applicable Paragon Tax Liabilities (the “Mexican Tax Contests”), in each case, will not become effective until the date the Bankruptcy Court enters a final non-appealable order approving a Definitive Settlement Agreement (as those terms are defined in the Term Sheet) on terms substantially consistent with the Term Sheet, provided such order is not subject to a stay of execution (the “DSA Effective Date”).

Noble Corporation plc is a public limited company registered in England and Wales with company number 08354954

and registered office at Devonshire House, 1 Mayfair Place, London, W1J 8AJ England

WHEREAS, Noble and Paragon desire to modify the Tax Sharing Agreement with respect to the Parties’ rights and obligations to control, during the period beginning on the date of this Agreement and ending on the earlier of (i) the DSA Effective Date and (ii) the date on which the Term Sheet or the Definitive Settlement Agreement terminates (the “Interim Period”), Tax Contests relating to the Applicable Paragon Tax Liabilities.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Section 1. Control of Mexican Tax Contests. Notwithstanding Sections 5.2(a) and (b) of the Tax Sharing Agreement, during the Interim Period, Noble shall be the Controlling Party and Paragon shall be the Non-Controlling Party with respect to present and potential future Mexican Tax Contests as those terms are used in the Tax Sharing Agreement; provided, however, that Paragon shall, at its own cost and expense, satisfy any bonding requirements necessary to conduct the Mexican Tax Contests. For the avoidance of doubt, during the Interim Period, Noble shall have the right to designate legal representatives with respect to the Mexican Tax Contests, and Paragon shall have the rights given a Non-Controlling Party pursuant to Section 5.2(e) of the Tax Sharing Agreement with respect to the Mexican Tax Contests; provided, however, that the reimbursement provisions of Section 4 of this Agreement, rather than clause (iv)(C) of Section 5.2(e) of the Tax Sharing Agreement, shall apply.

Section 2. Information and Assistance with Respect to Mexican Tax Contests. Notwithstanding any provision of the Tax Sharing Agreement, during the Interim Period:

(a) Paragon shall provide Noble custody of all Tax Records, and any other information then in the possession of the Paragon Group, that Noble reasonably requests in order to handle, settle or conduct present or potential future Mexican Tax Contests; provided, however, that Noble will grant Paragon access to any such Tax Records or other information over which Noble has taken custody.

(b) Pursuant to Section 6.3(b) of the Tax Sharing Agreement, consistent with the treatment of Noble as the Controlling Party and Paragon as the Non-Controlling Party with respect to present or potential future Mexican Tax Contests, at the request of Noble, Paragon shall take (and shall cause its Subsidiaries to take) any action that is reasonably necessary in order for Noble to handle, settle, or conduct such Mexican Tax Contests. Noble shall have no obligation to indemnify Paragon for any additional Taxes resulting from the Mexican Tax Contests, if Paragon fails to provide assistance in accordance with Section 6.3(b) of the Tax Sharing Agreement (as modified by this Section 2(b)), to the extent such additional Taxes are directly attributable to Paragon’s failure to provide such assistance.

Section 3. Release and Covenant Not to Sue. Paragon does hereby, for itself and the other Paragon Parties, remise, release, and forever discharge the Noble Parties from any and all Losses (and does hereby agree not to bring, and to cause the other Paragon Parties not to bring, a claim against the Noble Parties for any and all Losses) incurred by any of the Paragon Parties relating to the conduct

2

during the Interim Period of the Mexican Tax Contests (including any such Losses relating to Noble’s exercise of discretion in handling, settling, or conducting the Mexican Tax Contests), (i) whether any such loss, claim, occurrence, event, or happening is known or unknown or reported or unreported, and (ii) regardless of whether any Losses are asserted to have arisen, directly or indirectly, by virtue of the negligence, strict liability, or other legal fault of any one or more Noble Parties other than gross negligence, willful misconduct or fraud. For purposes of this Agreement, the “Paragon Parties” shall mean (i) Paragon and each other member of the Paragon Group and (ii) their respective Affiliates, successors, assigns, shareholders, directors, officers, agents, and employees (in each case, in their respective capacities as such); the “Noble Parties” shall mean (i) Noble and each other member of the Noble Group, (ii) their respective Affiliates, successors, assigns, shareholders, directors, officers, agents, and employees (in each case, in their respective capacities as such), and (iii) their respective heirs, executors, administrators, successors, and assigns; and “Losses” shall mean damages, losses, deficiencies, liabilities, obligations, penalties, judgments, settlements, claims, payments, interest costs, fines, and expenses (including the costs and expenses of any and all actions and demands, assessments, judgments, settlements, and compromises relating thereto and of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

Section 4. Reimbursement of Expenses. Notwithstanding any provision of the Tax Sharing Agreement or this Agreement, Paragon shall, without duplication, reimburse Noble for 50% of all reasonable out-of-pocket expenses (e.g., professional fees, court costs, third party storage fees, etc.) incurred by the Noble Group during the Interim Period with respect to an Applicable Paragon Tax Liability for which Paragon would be required to pay 50% of the ultimate resolved amount of such Tax pursuant to the Term Sheet in connection with the performance of any obligation under, or the taking of (or failing to take) any action permitted by, this Agreement. Any amount required to be indemnified or reimbursed under this Agreement shall be paid promptly upon receipt by the indemnifying or reimbursing Party of written request therefor from the indemnified or reimbursed Party.

Section 5. No Fiduciary Duty. Nothing in this Agreement shall impose upon Noble a fiduciary duty to Paragon or otherwise imply that Noble will ensure a particular result with respect to the Mexican Tax Contests.

Section 6. Public Disclosures. Each Party will reasonably cooperate with respect to any public announcement or other public disclosure regarding this Agreement or the matters addressed hereby.

Section 7. Amendment to Tax Sharing Agreement. This Agreement is intended to constitute an amendment to the Tax Sharing Agreement in accordance with Section 8.10 of the Tax Sharing Agreement. The Parties acknowledge and agree that, except to the extent modified or amended by this Agreement, all of the terms and conditions of the Tax Sharing Agreement remain unchanged and are in full force and effect. For the avoidance of doubt, the provisions of Article VIII of the Tax Sharing Agreement shall apply so as to include this Agreement.

Section 8. Survival. The rights and obligations of the Parties under this Agreement shall survive indefinitely; provided, however, that the rights and obligations in Section 1 and Section 2 shall survive only until the end of the Interim Period.

[Signature Page Follows]

3

If the foregoing correctly reflects your understanding of our agreement, please sign in the space provided below and return a copy of this letter to the undersigned, whereupon this letter agreement will constitute a binding agreement on the part of each of the undersigned.

Very truly yours,
NOBLE CORPORATION PLC
By:	/s/ David W. Williams
Name:	David W. Williams
Title:	Chairman, President & CEO

Agreed to and accepted as of

the date first above written.

PARAGON OFFSHORE PLC
By:	/s/ Randall D. Stilley
Name:	Randall D. Stilley
Title:	President and Chief Executive Officer

4

EX-99.3

Exhibit 99.3

Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England

PRESS RELEASE

NOBLE CORPORATION PLC ANNOUNCES

SETTLEMENT WITH PARAGON OFFSHORE PLC

LONDON, February 12, 2016—Noble Corporation plc (NYSE:NE) today announced a settlement agreement in principle with Paragon Offshore plc, the company spun-off by Noble in 2014, following the public announcement by Paragon that it has reached agreement with certain of its creditors in connection with its previously announced restructuring efforts and intends to seek court approval of a pre-negotiated bankruptcy plan. Pursuant to the terms of the settlement between Noble and Paragon, once the settlement agreement becomes effective, Paragon would release Noble from all claims relating to the spin-off of Paragon by Noble in 2014, including any fraudulent conveyance claim that could be brought on behalf of Paragon’s creditors, and Noble would assume certain pre-spin-off obligations relating to Paragon’s Mexican tax matters.

In exchange for the release, Noble would take control of the administration and defense of Paragon’s Mexican income, value-added and customs tax audit and assessment matters for specified years up to and including 2010. For the pertinent years, Noble would assume the Mexican income and value added tax liabilities relating to the Paragon business arising out of the audit and assessment process to the extent incurred in Noble’s own legal entities. Paragon and Noble would equally share the other income, value-added and customs tax liabilities arising out of such audit and assessment process. Noble would post any required tax appeal bond, and Noble and Paragon would share the other costs of administering and defending these tax matters. Paragon would retain liability for all years not covered by the agreement. Noble is not making any cash settlement payment or assuming any other obligations in exchange for the release.

The Company expects the tax liability payments related to the settlement to be spread over a number of years. Based on its understanding of these matters and its experience to date in Mexico, the Company currently expects the net amount that it will actually pay over the period of the settlement for its portion of the taxes to be in the range of $8 to $12 million, although the final amount and the timing of such payments will depend on a number of factors. Once the settlement with Paragon is approved by the bankruptcy court, the Company would take a charge related to such payments as well as its share of the expenses expected to be incurred in connection with those tax liabilities.

MORE

David W. Williams, Chairman, President and Chief Executive Officer of Noble Corporation plc, stated, “Like many companies, Paragon has been hard hit by the unanticipated deterioration in oil prices that has persisted into 2016. Noble established Paragon in a manner it believed would allow Paragon to fully succeed and believes this proposed restructuring will assist Paragon in its efforts to manage this unforeseen, severe downturn. We are pleased to have found a way to constructively engage with Paragon in a manner that can assist them in their restructuring efforts, while at the same time reaching an arrangement that avoids the distraction and expense of the litigation, regardless of merit, that would otherwise inevitably follow a bankruptcy filing by Paragon. Noble is familiar with the tax positions and history, and we believe Noble is well-positioned to manage these matters in a way that should result in limited actual liability and without any material impact to our liquidity. Our ability to defend and administer these tax matters allowed us to find a mutually agreeable solution that is in Noble’s best interests.”

The settlement agreement is subject to finalization of definitive agreements and bankruptcy court approval, which will be sought as part of the bankruptcy plan to be filed by Paragon. Noble plans to assume control of the audit and assessment matters under an interim agreement so that it can immediately begin its efforts to mitigate the tax liability and any bonding requirements.

About Noble Corporation plc

Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile and technically advanced fleets in the offshore drilling industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 30 offshore drilling units, consisting of 16 semisubmersibles and drillships and 14 jackups, focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. Noble is a public limited company registered in England and Wales with company number 08354954 and registered office at Devonshire House, 1 Mayfair Place, London, W1J 8AJ England. Additional information on Noble is available at www.noblecorp.com.

2

Forward-looking Disclosure Statement

Statements regarding the release of claims by Paragon, the liabilities and obligations to be assumed by Noble, the ultimate cost to Noble of the settlement or materiality of the tax liability assumed by Noble, other terms and the timing of the settlement agreement, whether a settlement agreement will be entered into or become effective, the expected charge to be taken by Noble, Noble’s tax exposure and bonding mitigation efforts, Paragon’s bankruptcy plans, Paragon’s future success, 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 Paragon, its creditors, tax authorities, and other third parties, and decisions by bankruptcy courts, operating hazards and delays, risks associated with operations outside of the U.S., actions by regulatory authorities, customers and other third parties, legislation and regulations affecting drilling operations, compliance with regulatory requirements, 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, hurricanes and other weather conditions, market conditions, the future price of oil and gas and other factors detailed in the Company’s most recent Form 10-K, Form 10-Q’s and other filings with the Securities and Exchange Commission. 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

3