Paragon Offshore plc (OTCMKTS:PGNPQ) Files An 8-K Termination of a Material Definitive Agreement

Noble Settlement Agreement

As previously disclosed in the Current Reports on Form 8-K of
Paragon Offshore plc (the Company), on February 12, 2016, the
Company entered into a binding term sheet (the Term Sheet) with
Noble Corporation plc (Noble) with respect to a definitive
settlement agreement (the Noble Settlement Agreement). On April
29, 2016, the Company and Noble executed the Noble Settlement
Agreement as contemplated by the Term Sheet. The Noble Settlement
Agreement would have become effective upon the consummation of
the Companys previously disclosed Second Joint Chapter 11 Plan of
Reorganization of the Company, or a plan of reorganization
substantially similar thereto, and the satisfaction of certain
other conditions precedent as set forth in the Noble Settlement
Agreement. The Noble Settlement Agreement provided that Noble may
unilaterally terminate the Noble Settlement Agreement if: (i) the
Debtors filed a plan of reorganization with the United States
Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) that did not incorporate the terms and conditions of the
Noble Settlement Agreement, (ii) the Debtors filed a motion
before the Bankruptcy Court to terminate their obligations under
the Noble Settlement Agreement, or (iii) the release of claims by
the Debtors in favor of Noble was deemed invalid or
unenforceable.

On April 21, 2017, the Company filed its Fourth Joint Chapter 11
Plan of Reorganization (the New Plan) with the Bankruptcy Court.
Under the New Plan, the Company does not intend to seek approval
of the Noble Settlement Agreement with the Bankruptcy Court. As a
result, on April 21, 2017, Noble terminated the Noble Settlement
Agreement.

As previously disclosed, to the Noble Settlement Agreement, Noble
would have provided direct bonding in fulfillment of the
requirements necessary to challenge tax assessments in Mexico
relating to the Companys business for the tax years 2005 through
2010 (the Mexican Tax Assessments). The Mexican Tax Assessments
were originally allocated to the Company by Noble to the Tax
Sharing Agreement by and between Noble and the Company, which was
entered into in connection the Companys separation from Noble
(the Spin-Off).

As previously disclosed, the Company has contested or intends to
contest the Mexican Tax Assessments and it may be required to
post bonds in connection therewith. As of December 31, 2016, the
Mexican Tax Assessments totaled approximately $165 million, with
assessments for 2009 and 2010 yet to be received. Additionally,
to the Noble Settlement Agreement, Noble would have been
responsible for all of the ultimate tax liability for Noble legal
entities and 50% of the ultimate tax liability for the Companys
legal entities following the defense of the Mexican Tax
Assessments. In consideration for this support, the Company had
agreed to release Noble, fully and unconditionally, from any and
all claims in relation to the Spin Off.

Item 8.01 Other Information.

As previously reported, on February 14, 2016, the Company and
certain of its subsidiaries (collectively, the Debtors) filed
voluntary petitions for relief under chapter 11 of the United
States Bankruptcy Code in the Bankruptcy Court.

As previously reported, on January 18, 2017, the Company reached
an agreement in principle with a steering committee of lenders
under Paragons Senior Secured Revolving Credit Agreement maturing
July 2019 (the Revolver Lenders) and an ad hoc committee of
lenders under Paragons Senior Secured Term Loan Agreement
maturing July 2021 (the Term Lenders, and together with the
Revolver Lenders, the Secured Lenders) to support a new chapter
11 plan of reorganization for the Debtors (the Prior Plan). As
previously reported, on February 7, 2017, the Company filed the
Prior Plan and related disclosure statement with the Bankruptcy
Court.

As disclosed above, on April 21, 2017, following further
discussions with the Secured Lenders, the Company filed the New
Plan and related disclosure statement with the Bankruptcy Court.
The New Plan makes certain modifications to the Prior Plan, among
other changes, to: (i) no longer seek approval of the Noble
Settlement Agreement; (ii) provide for a combined class of
general unsecured creditors, including the Companys 6.75% senior
unsecured notes maturing July 2022 and 7.25% senior unsecured
notes maturing August 2024; and (iii) provides for the
post-emergence wind-down of certain of the Debtors dormant
subsidiaries and discontinued businesses.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements that involve
certain risks, uncertainties and assumptions. These include but
are not limited to risks associated with the Companys
reorganization, the ability of the Company to implement the
transaction contemplated by the New Plan in Bankruptcy Court, the
general nature of the oil and gas industry, actions by regulatory

authorities, customers and other third parties, and other factors
detailed in the Risk Factors section of the Companys annual
report on Form 10-K for the fiscal year ended December 31, 2016,
and in its other filings with the United States Securities and
Exchange Commission (the SEC), which are available free of charge
on the SECs website at www.sec.gov. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated.