Paragon Acquires Majority Stake in Prospector

Maritime Activity Reports, Inc.

November 17, 2014

PROSPECTOR 1 on location in the U.K. Sector of the North Sea (Photo courtesy of Prospector Offshore Drilling)

PROSPECTOR 1 on location in the U.K. Sector of the North Sea (Photo courtesy of Prospector Offshore Drilling)

Paragon Offshore plc reported that it has acquired 52,749,014 shares of Prospector Offshore Drilling S.A., a publicly traded offshore drilling company listed on Oslo Axess. Paragon acquired the shares at a price of 14.50 Norwegian kroner (NOK) per share, or $2.13 per share based on the exchange rate of one United States dollar to 6.80 NOK. Following this transaction, Paragon owns a total of 52,749,014 shares of Prospector, equal to 55.8 percent of the outstanding shares of Prospector. Paragon intends to launch a mandatory tender offer for the remaining outstanding shares of Prospector within four weeks as mandated by applicable Luxembourg and Norwegian law. In addition, Paragon will request the board of directors of Prospector to convene a general meeting of the Prospector shareholders to elect three new Paragon designated directors to the Prospector board.

Prospector owns and operates two high specification Friede and Goldman JU-2000E jackups contracted to Total S.A. for use in the United Kingdom sector of the North Sea. The first unit, Prospector 1, is contracted until September 2016 at a dayrate of $185,000 and the second unit, Prospector 5, is contracted for three years following contract commencement at a dayrate of $218,000. Combined, the contracts have backlog of $384 million. Both contracts contain customer options for an additional term (three years and two years, respectively) at the same dayrates. Prospector has three additional JU-2000E jackups under construction at the Shanghai Waigaoqiao Shipbuilding (SWS) yard in China, the same yard that delivered Prospector 5. These three units, Prospector 6, Prospector 7 and Prospector 8, have published delivery dates of December 2014, September 2015 and March 2016. Prospector has the option to delay the delivery of Prospector 6 by up to 4 months. The three rigs are being constructed on a non-recourse basis with no parent company guarantees. Each of the JU-2000E units are heavy-duty, harsh environment jackups capable of operating in water depths up to 400 feet, with derricks rated for static hook loads of 2,000,000 pounds, and maximum variable deck loads of 14,300,000 pounds.

"The acquisition of the majority of the outstanding shares of Prospector Offshore is a significant step in Paragon's long-term strategy to upgrade our fleet," said Randall D. Stilley, President and Chief Executive Office of Paragon. "The inclusion of Prospector's existing rigs into Paragon's fleet reduces our average rig age, upgrades our technical capabilities, and adds backlog with a key customer in an important operating region where Paragon already has economies of scale. Furthermore, the rigs under construction provide optionality for future growth. We look forward to launching the tender for the remaining shares of Prospector as quickly as possible."

Paragon's advisors on the transaction are Swedbank.

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