Noble Corp PLC (NYSE:NE): Ryan Heslop And Ariel Warszawski’s Firefly Value Partners filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ryan Heslop | 0 | 12,246,200 | 0 | 12,246,200 | 12,246,200 | 5.0% |
| Ariel Warszawski | 0 | 12,246,200 | 0 | 12,246,200 | 12,246,200 | 5.0% |
| Firefly Value Partners | 0 | 12,246,200 | 0 | 12,246,200 | 12,246,200 | 5.0% |
| FVP GP | 0 | 12,246,200 | 0 | 12,246,200 | 12,246,200 | 5.0% |
| Firefly Management Company GP | 0 | 12,246,200 | 0 | 12,246,200 | 12,246,200 | 5.0% |
| FVP Master Fund | 0 | 12,246,200 | 0 | 12,246,200 | 12,246,200 | 5.0% |
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Page 1 of 11 – SEC Filing
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).
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Page 2 of 11 – SEC Filing
| CUSIP No. G65431101 | SCHEDULE 13G | PAGE 2 OF 9 |
| 1. | NAMES Ryan Heslop | |||
| 2. | CHECK (see instructions) | (a) (b) | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP United States | |||
| NUMBER EACH REPORTING PERSON WITH | 5. | SOLE 0 | ||
| 6. | SHARED 12,246,200 | |||
| 7. | SOLE 0 | |||
| 8. | SHARED 12,246,200 | |||
| 9. | AGGREGATE 12,246,200 | |||
| 10. | CHECK (SEE INSTRUCTIONS) | |||
| 11. | PERCENT 5.0% (1) | |||
| 12. | TYPE IN | |||
(1) Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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Page 3 of 11 – SEC Filing
| CUSIP No. G65431101 | SCHEDULE 13G | PAGE 3 OF 9 |
| 1. | NAMES Ariel Warszawski | |||
| 2. | CHECK (see instructions) | (a) (b) | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP United States | |||
| NUMBER EACH REPORTING PERSON WITH | 5. | SOLE 0 | ||
| 6. | SHARED 12,246,200 | |||
| 7. | SOLE 0 | |||
| 8. | SHARED 12,246,200 | |||
| 9. | AGGREGATE 12,246,200 | |||
| 10. | CHECK (SEE INSTRUCTIONS) | |||
| 11. | PERCENT 5.0% (1) | |||
| 12. | TYPE IN | |||
(1) Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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Page 4 of 11 – SEC Filing
| CUSIP No. G65431101 | SCHEDULE 13G | PAGE 4 OF 9 |
| 1. | NAMES Firefly Value Partners, | |||
| 2. | CHECK (see instructions) | (a) (b) | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP Delaware | |||
| NUMBER EACH REPORTING PERSON WITH | 5. | SOLE 0 | ||
| 6. | SHARED 12,246,200 | |||
| 7. | SOLE 0 | |||
| 8. | SHARED 12,246,200 | |||
| 9. | AGGREGATE 12,246,200 | |||
| 10. | CHECK (SEE INSTRUCTIONS) | |||
| 11. | PERCENT 5.0% (1) | |||
| 12. | TYPE PN, IA | |||
(1) Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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Page 5 of 11 – SEC Filing
| CUSIP No. G65431101 | SCHEDULE 13G | PAGE 5 OF 9 |
| 1. | NAMES FVP GP, LLC | |||
| 2. | CHECK (see instructions) | (a) (b) | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP Delaware | |||
| NUMBER EACH REPORTING PERSON WITH | 5. | SOLE 0 | ||
| 6. | SHARED 12,246,200 | |||
| 7. | SOLE 0 | |||
| 8. | SHARED 12,246,200 | |||
| 9. | AGGREGATE 12,246,200 | |||
| 10. | CHECK (SEE INSTRUCTIONS) | |||
| 11. | PERCENT 5.0% (1) | |||
| 12. | TYPE OO | |||
(1) Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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Page 6 of 11 – SEC Filing
| CUSIP No. G65431101 | SCHEDULE 13G | PAGE 6 OF 9 |
| 1. | NAMES Firefly Management | |||
| 2. | CHECK (see instructions) | (a) (b) | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP Delaware | |||
| NUMBER EACH REPORTING PERSON WITH | 5. | SOLE 0 | ||
| 6. | SHARED 12,246,200 | |||
| 7. | SOLE 0 | |||
| 8. | SHARED 12,246,200 | |||
| 9. | AGGREGATE 12,246,200 | |||
| 10. | CHECK (SEE INSTRUCTIONS) | |||
| 11. | PERCENT 5.0% (1) | |||
| 12. | TYPE OO | |||
(1) Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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Page 7 of 11 – SEC Filing
| CUSIP No. G65431101 | SCHEDULE 13G | PAGE 7 OF 9 |
| 1. | NAMES FVP Master Fund, | |||
| 2. | CHECK (see instructions) | (a) (b) | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP Cayman Islands | |||
| NUMBER EACH REPORTING PERSON WITH | 5. | SOLE 0 | ||
| 6. | SHARED 12,246,200 | |||
| 7. | SOLE 0 | |||
| 8. | SHARED 12,246,200 | |||
| 9. | AGGREGATE 12,246,200 | |||
| 10. | CHECK (SEE INSTRUCTIONS) | |||
| 11. | PERCENT 5.0% (1) | |||
| 12. | TYPE PN | |||
(1) Based
on 244,903,025 ordinary shares of the Company outstanding as of July 25, 2017.
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Page 8 of 11 – SEC Filing
| 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 London, | ||
| 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 c/o dms P.O. Box 1344 dms House 20 Genesis Grand Cayman, Cayman Islands
The
601 West 26th New York, | ||
| 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 |
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Page 9 of 11 – SEC Filing
| 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 |
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Page 10 of 11 – SEC Filing
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, | /s/ Ryan Heslop | ||
| Ryan | |||
| Ariel Warszawski | |||
| Firefly Value Partners, LP | |||
| FVP GP, LLC | |||
| Firefly Management Company GP, LLC | |||
| FVP Master Fund, L.P. | |||
| Date: September 18, | 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) | |||
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Page 11 of 11 – SEC Filing
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. |
