Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 1 of 108
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`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
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`In re
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`Chapter 11
`
`PARAGON OFFSHORE PLC, et al.,
`
`Case No. 16-10386
`
`Debtors.
`
`PARAGON LITIGATION TRUST,
`
`Plaintiff,
`
`v.
`
`NOBLE CORPORATION PLC, NOBLE
`CORPORATION HOLDINGS LTD,
`NOBLE CORPORATION, NOBLE
`HOLDING INTERNATIONAL
`(LUXEMBOURG) S.à.r.l., NOBLE
`HOLDING INTERNATIONAL
`(LUXEMBOURG NHIL) S.à.r.l., NOBLE
`FDR HOLDINGS LIMITED, NOBLE
`HOLDING INTERNATIONAL LIMITED,
`NOBLE HOLDING (U.S.) LLC, NOBLE
`INTERNATIONAL FINANCE
`COMPANY, MICHAEL A. CAWLEY,
`JULIE H. EDWARDS, GORDON T.
`HALL, JON A. MARSHALL, JAMES A.
`MACLENNAN, MARY P.
`RICCIARDELLO, JULIE J. ROBERTSON,
`AND DAVID W. WILLIAMS,
`
`Defendants.
`
`Adv. Proc. No. 17-51882 (CSS)
`
`APPENDIX AND DECLARATION OF JEFFREY J. ZEIGER
`IN SUPPORT OF THE PARAGON LITIGATION TRUST’S MOTION
`TO EXCLUDE THE TESTIMONY OF EMILIE FELDMAN
`
`I, Jeffrey J. Zeiger, declare under the penalty of perjury, pursuant to 28 U.S.C.
`
`§ 1746, that the following is true and correct to the best of my knowledge:
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`1.
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`I am an attorney at law duly admitted to the practice of law in the State of
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`Illinois and am a partner at the law firm of Kirkland & Ellis LLP, with an office located at
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 2 of 108
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`300 N. LaSalle St, Chicago, IL 60654. Kirkland & Ellis is counsel to the Paragon Litigation
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`Trust in the above-captioned matter.
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`2.
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`I respectfully submit this Declaration in support of the Paragon Litigation
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`Trust’s Motion to Exclude the Testimony of Emilie Feldman and to submit true and correct
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`copies of the documents attached hereto.
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`3.
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`Attached hereto are true and correct copies of the following documents:
`
`Date
`
`APPENDIX
`
`Description
`
`9/2/2011 Excerpt of Noble Corporation Presentation: Mission, Values,
`and Vision [Noble_00680579]
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`4/2/2013
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`3/17/2014
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`4/10/2014
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`4/22/2014
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`7/8/2014
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`Email from J. MacLennan re Transition
`[Noble_00319948]
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`Email from R. Stilley re Spin off Questions
`[Noble_00021952]
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`Email from B. Beaulieu re ARB 51
`[Noble_00293665]
`
`B. Wolford Internal Correspondence re Noble Interim
`Operating Reporting Structure (pre-IPO)
`[Noble_00056437]
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`J. MacLennan Email re Paragon YTD 2014 Capital
`Expenditures - Spending by Budget Category
`[Noble_00119632]
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`Page Nos.
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`A1 - A3
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`A4
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`A5 - A7
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`A8
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`A9 - A11
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`A12 - A13
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`1/16/2020
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`Emilie Feldman Expert Report
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`A14 - A47
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`4/24/2020
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`Excerpts of the Deposition of Emilie Feldman
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`A48 - A98
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`I declare under penalty of perjury that the foregoing is true and correct to the best
`
`of my knowledge and information.
`
`Dated: June 1, 2020
`
`/s/ Jeffrey J. Zeiger
`Jeffrey J. Zeiger
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`
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`2
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`9/2/2011 Excerpt of Noble Corporation Presentation:
`Mission, Values, and Vision
`[Noble_00680579]
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`Noble Corporation
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`Mission, Values,
`ANNIVERSARY and Vision
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`September 2-3, 2011
`Vevey
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`A1
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`()
`0
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`:::; -0: i- Fleet Issues Are Only One Part of the Strategy
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 5 of 108
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`Add rigs with the
`latest technology,
`equipment, and
`capabilities
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`Maintain core
`rigs as long as
`competitive
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`Core Fleet
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`Modify core rigs
`to their technical
`limit
`
`Continually evaluate potentially
`non-core, uncompetitive assets
`that could be:
`(cid:141) Sold
`(cid:141) Spun-off, or
`(cid:141) Retired
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`16
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`A2
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`()
`0
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`:::; -0: i- Short-term Actions and Goals
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 6 of 108
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`(cid:141) What do we need to deliver in the next 6-36 months?
`(cid:141) What decisions need to be made?
`(cid:141) Who is responsible?
`(cid:141) What are the dependencies to others?
`(cid:141) Are the resources available to deliver on these?
`(cid:141) How do we measure progress?
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`58
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`A3
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 7 of 108
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`4/2/2013 Email from J. MacLennan re Transition
`[Noble_00319948]
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`Case 17-51882-CSS Doc 348
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`From: Gregg Fellows [GFellows@agsi.com]
`Sent: Tuesday, April 02, 2013 7:43 PM
`To: James MacLennan
`Subject: RE: Transition
`
`Yes, advantage Noble...
`
`Thanks for your time this morning...sorry we missed dinner.
`
`Hopeto see you soon.
`
`G.
`
`-----Original Message-----
`From: James MacLennan [mailto:JMacLennan@noblecorp.com]
`Sent: Tuesday, April 02, 2013 2:40 PM
`To: Gregg Fellows
`Subject: Transition
`
`Bear in mind the agreement needs to be more spinnerfriendly than spinnee.
`
`I know you knowthis.
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`By the way today's call was overdue and I thought very good.
`
`James
`
`CONFIDENTIAL: PROTECTED WORK PRODUCT
`The information contained in this email is intended for the individual or entity above and maybe privileged,
`confidential and protected from disclosure. If you are not the intended recipient, please do not read, copy,use,
`forward or disclose this communication to others; also, please notify the sender by replying to this message, and
`then delete this message from your system. Thank you.
`
`Confidential
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`Noble_00319948
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`A4
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`A4
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 9 of 108
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`3/17/2014 Email from R. Stilley re Spin off Questions
`[Noble_00021952]
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`From: William Turcotte [WTurcotte@noblecorp.com]
`Sent: Tuesday, March 18, 2014 2:21 PM
`To: Randall D. Stilley; James MacLennan
`CC: Julie Robertson; David W. Williams; Todd Strickler; Barbra Beaulieu; Dennis Lubojacky
`Subject: RE: Spin off Questions
`
`Randy — pls see below. Wewill naturally need to discuss, but thought it would be helpful to provide email responseas
`well. As | am sure you can appreciate, a number of these items are more readily addressed or need to be preceded by a
`discussion/presentation. Look forward to discussing further.
`Rgds,
`WT
`
`Draft separation agreements [Agree. Wewill circulate a draft of the master separation agreement and employee
`matters agreementthis week and others as soon as possible. However, pls note that, with respect to Paragon engaging
`separate counsel to review (or otherwise advise Paragon), we (Noble including Paragon) do not intend to engage
`additional counsel for separation matters. | understand there have been different approachesto this in some other
`separation transactions, but David and | have discussed this and ultimately this is a decision for Noble. With respect to
`the separation agreements, some form of presentation/teach-in will no doubt be appropriate in addition to a circulation
`of the draft agreements.]
`
`1) Asummary(by rig) of the capital expenditures for Paragon’s fleet for 2012 and 2013, and also the approved 2014
`capex budget summarizedbyrig. (not really a separation issue, but I’d like to get comfortable with the projected
`capex requirements for Paragon) [Agree — we think Lee should have much/some ofthis but to the extent not,
`please let James & Mike L. know and we can getit.)
`2) Projected makeup of the cash and cash equivalents to be transferred to Paragon’s balance sheet, in addition to the
`normal working capital associated with the business at IPO. [We should go through the liquidity / Working Cap
`mechanics with the core group of Noble and Paragon personnel. Also, the draft mechanics will be included in the
`master separation agreement.]
`3) Separation Agreements:
`a.
`Proposed fee schedule for transition services and any administrative fees to be charged to Paragon from IPO
`until distribution, and services and fees that may be neededafter distribution.
`[The exact transition services
`fees have not been set. Given the fluidity of the separation and ability of Paragon to staff and thus provide
`its own services, there is not a definitive list of transition services. A number of departments have been
`capturing the transition services that will be required and are known atthis point. Todd and | can certainly
`provide the list as we knowit today. That would be a goodstarting point for a discussion of the associated
`charges.]
`b. Explanation of proposed Paragon autonomyfrom the time of the IPO to separation. [Not sure | understand
`this point entirely. The MSAwill set forth certain items relating to governance (charter amendments, board
`representation, etc.), but not sureif this is what you mean. Probably better to discuss. Naturally, David
`would needto be partof this conversation.]
`c. Any post-spin restrictions to be placed on Paragon other than those described in the Tax Sharing Agreement
`(to preserve the tax free spin).
`[In terms of meaningful contractually-imposed restrictions on Paragon
`operations or activities, | don't think there are any (other than matters related to the preservation of the tax
`free spin as you pointed out). There are will be provisions in the tax sharing agreementrelating to tax
`filings and positions as you would normally expect to find. There will also be two-way indemnification
`provisions in the master separation agreement, but again these would be whatyou typically expect to find in
`relation to controlling indemnified claims. Naturally, Paragon will have certain restrictions in its credit
`related agreements and indentures, but naturally this is a different point. Happy to discuss further.]
`Proposed Paragon tax reserves and FIN 48 analysis. Also, any other issues related to the Tax Sharing
`Agreement that could expose Paragon to additional risk.
`[I'm not exactly sure of the extent of the
`information you're requesting regarding tax reserves and FIN 48 analysis. The TSA will generally apportion
`tax liability on the basis of the defined business. These items are probably best handled by a discussion/
`presentation on the tax sharing agreement.]
`
`d.
`
`Confidential
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`Noble_00021952
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`AS
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`A5
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`e. Any actual or contingentliabilities being passed to Paragon at the time of the IPO (description, analysis, and
`maximum/minimum monetary exposure).
`[Generally, the master separation agreement as well as the tax
`sharing agreementwill allocateliability (and assets) based on the respective definitions of the "Paragon
`Business" and the "Noble Business." Conceptually, this means the business and activity related to the
`Paragon fleet will comprise the Paragon Business, and Paragon will be responsible for liability associated
`with that business. The Noble Businesswill be everything else, and Noble will be responsible for those
`associatedliabilities. It does not matter when a liability was incurred for either side, as the liabilities are
`based on the related "business" and notin relation to the time in which it was incurred. As | believe you've
`seen before,this is a fairly typical approach for a separation transaction. Naturally, this is a high-level
`conceptual overview, and we can (and certainly will) discuss further.
`
`Use PWCof as our accounting firm [agree. Paragon will need to use PWC.]
`
`Use of Baker Botts as corporate counsel from IPO until distribution [Due to potential conflicts, Paragon is expected to
`use separate corporate counsel from the time of the IPO. Naturally, there are a couple of discrete issues we will need to
`discuss, but Paragon should be preparedfor this general approach.]
`
`William E. Turcotte
`Noble Corporation
`Direct Off. +1 281 276 6338
`Cel +1 281 732 5136
`wturcotte@noblecorp.com
`BEE 5 5S SE SES SIE OIE 9 SE 3S EC SE SS SES OIE IE OE CC SC SS SES CS SS SIE OIE fe CC 2S SES OIE 2 2 Oe OO i ie ai ie a
`
`This e-mail (including any attachments) is intended solely for the use of the recipient(s) to whom it is addressed. It should
`not be read, copied, distributed or otherwise used by any other person. Further, it is confidential and may also be
`privileged. If you are not the intended recipient, please delete it from your system and notify the sender immediately.
`3S SC OIE IS SESE BC SE SS SIS 9S OIC OSC 3S OE EC SEE SS SIS OC SIC 2S 3 3S 3S 2S IC SIC OE SC SIS IC 2S OC 3S Ie 2S IC 3S 2 IC OC OK ic 2
`
`From: Randall D. Stilley
`Sent: Monday, March 17, 2014 8:24 AM
`To: William Turcotte; James MacLennan
`Cc: Julie Robertson; David W. Williams; Todd Strickler
`Subject: Spin off Questions
`
`William and James,
`
`Since we are quickly approaching the target date for the spin-off IPO, | would like to see copies of the draft separation
`agreements as soon as possible. Knowing that some of these documents may notbe ready for review yet, | would like to
`get some clarity on the current plans related to the following items:
`
`1) Asummary(by rig) of the capital expenditures for Paragon’s fleet for 2012 and 2013, and also the approved
`2014 capex budget summarizedbyrig. (not really a separation issue, but I’d like to get comfortable with the
`projected capex requirements for Paragon)
`2) Projected makeup of the cash and cash equivalents to be transferred to Paragon’s balance sheet, in addition to
`the normal working capital associated with the businessat IPO.
`3) Separation Agreements:
`a.
`Proposed fee schedule for transition services and any administrative fees to be charged to Paragon from
`IPO until distribution, and services and fees that may be needed after distribution.
`b. Explanation of proposed Paragon autonomyfrom the time of the IPO to separation.
`c. Any post-spin restrictions to be placed on Paragon other than those described in the Tax Sharing
`Agreement(to preserve the tax free spin).
`Proposed Paragon tax reserves and FIN 48 analysis. Also, any other issues related to the Tax Sharing
`Agreement that could expose Paragon to additional risk.
`
`d.
`
`Confidential
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`Noble_00021953
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`A6
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`A6
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`e. Any actual or contingentliabilities being passed to Paragon at the time of the IPO (description, analysis,
`and maximum/minimum monetary exposure).
`
`Also, | assume that Paragon will be allowed to use PWCas our accounting firm and Baker Botts as corporate counsel
`from IPO until distribution (and possibly longer, pending Paragon board approval).
`It may also be useful to have outside
`counsel review the separation agreements specifically on behalf of Paragon Offshore prior to the IPO.
`
`As | know you’re aware,all of these documents need to be completed as soon aspossible so as to be included in the
`next version of the S-1. To have any hope ofhitting the May 15 IPO target date we can’t waste anytime finalizing the
`separation agreements.
`
`Regards,
`Randy
`
`Confidential
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`Noble_00021954
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`4/10/2014 Email from B. Beaulieu re ARB 51
`[Noble_00293665]
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`From: Barbra Beaulieu
`Sent: Thursday, April 10, 2014 1:23 PM
`To: Ann Derden; Angela Weinstein; Jose Nogales
`Subject: FW: ARB 51
`Attachments: Questions to KPMG.xlsx
`
`Importance: High
`
`I'm not sure who cameup with these questions but these are not all questions for KPMG,that should be brought
`to KPMG,or up for debateat all. I simply wanted to know the accounting treatment for true ups (ie RtP) after
`the fact. Clearly these questions are slighted to favor Paragon and what you must rememberis that Noble owns
`Paragon and will continue to be the majority shareholder after the fact. Clearly you don't understand the
`transaction economics when you make statements like "Paragon does not receive any of the ecomonics..." That
`is bullshit. You still work for Noble and youstill report to me.
`
`-----Original Message-----
`From: Ann Derden
`Sent: Wednesday, April 09, 2014 5:18 PM
`To: Gibbons, James M
`Cc: Angela Weinstein; Hanhan, Alexander N; Harling, Michael J; Barbra Beaulieu; Thomasson, Tim
`<Timothy_Thomasson@baylor.edu> (Timothy_Thomasson@baylor.edu); Alison Chen; Jose Nogales
`Subject: RE: ARB 51
`
`Jim,
`
`For tomorrow's meeting, I have outlined the issues and put examples whereI can for us to walk through entries.
`Please let me know if you have any questions or need clarification.
`
`Barbra/Tim/Jose/Angela/Alison,
`
`Please review and add topics/questions that are not covered but you wantto discuss.
`
`Thank you!
`
`Best regards,
`Ann
`
`-----Original Message-----
`From: Gibbons, James M [mailto:jgibbons@kpmg.com]
`Sent: Sunday, April 06, 2014 3:19 PM
`To: Ann Derden
`Cc: Angela Weinstein; Hanhan, Alexander N; Harling, Michael J
`Subject: RE: ARB 51
`
`Ann-
`
`Please outline the issue so that we can make sure we havethe right folks on the phone to address your
`questions.
`
`Thanks,
`
`Jim
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`Confidential
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`4/22/2014 B. Wolford Internal Correspondence re Noble Interim
`Operating Reporting Structure (pre-IPO)
`[Noble_00056437]
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`Internal Correspondence
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`22 April 2014
`
`To:
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`Ronald James
`Charlie Vester
`Jim Ruehlen
`Lee Reborse
`Joey Kawaja
`James Everett
`Garth Pulkkinen
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`CC:
`
`David Williams
`Scott Marks
`William Turcotte
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`From: Bernie Wolford
`
`Therald Martin
`Eelke Strikwerda
`Rafael Andrade
`Jason Power
`Dave Petitjean
`Kirk Atkinson
`Tony Chaytor
`
`Julie Robertson
`Simon Johnson
`James Maclennan
`
`Subject: Noble Interim Operations Reporting Structure (pre-lPO)
`
`The following is a description of how the operations group reporting to me will be structured from May 1st until
`the IPO date.
`
`Reporting to Bernie:
`•
`Therald - Eastern Hemisphere post-spin Noble operations
`• Ronnie - Western Hemisphere post-spin Noble operations
`• Charlie - Post-spin Paragon operations
`
`Reporting to Therald:
`Lee - Europe & Med post-spin Noble operations (including NG2)
`•
`Jason - Middle East and Asia post-spin Noble operations
`•
`• Kirk -Australia Noble operations
`• Dave - Middle East, India and Asia post-spin Paragon operations (until Dave relocates on+/- June 1st
`
`)
`
`Reporting to Ronnie:
`Joey- US GOM post-spin Noble operations
`•
`• Garth - US Arctic operations
`•
`James - Brazil post-spin Noble operations and Noble Argentina operations
`
`Reporting to Charlie:
`•
`Jim - Mexico operations
`• Eelke -NS, Canada and West Africa post-spin Paragon operations
`• Rafael - Brazil post-spin Paragon operations
`• Dave - Middle East, India and Asia post-spin Paragon operations (after Dave relocates on+/- June 1st
`•
`US GOM stacked rigs will transition to Charlie within 30 days
`
`)
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`Confidential
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`Noble_00056437
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`Internal Correspondence
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`22 April 2014
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`In some cases, this will create reporting lines that do not directly reflect current approval authorities/
`operations responsibility. In these cases, we will need to formally put DOA's and/or POA's in place to allow
`continued functioning under the interim reporting structure and maintain indirect reporting lines to keep the
`otherwise responsible person advised of developments where they have a continuing operational, financial,
`commercial or regulatory interest.
`
`Below is further guidance:
`
`1. High Level Guidance
`
`You are all still Noble employees. Any action contrary to the best interest of Noble, by you or your
`subordinate reports will not be tolerated. Any significant action that is done for the future benefit of
`Paragon that is note approved by me, with me having the benefit of full reporting and transparency, will
`similarly not be tolerated. No exceptions.
`
`2. Operational Reporting
`
`On May 151, day to day operational reporting will shift to the reporting lines above. To the extent these do
`not reflect current accountabilities with respect to financial, commercial, legal or similar considerations we
`will default to the existing organizational hierarchy until appropriate measures have been put in place. This
`will require a concerted effort by all to keep the lines of communication open.
`
`3. Emergency Response
`
`Emergency Response notifications and coordination of resources will follow the interim operations reporting
`lines described above. However, where the reporting line does not include the responsible person, the
`responsible person should be informed. (For example, Lee should report any incident requiring emergency
`response through Therald and also notify Eelke as the responsible person with the HSE in UK).
`
`4. Personnel (recruiting, transfer and termination of personnel, travel, expense and training approval, etc.)
`
`In general all personnel decisions will be made in the best interest of Noble. Personnel will continue to be
`shared and be transferrable between future Noble and Paragon entities if the respective managers agree.
`All shorebased personnel movements will require my approval.
`
`Where there is a conflict resulting from the conflicting needs, the decision will be elevated to the two
`effected Hemi/Paragon VP's (Ronnie or Therald and Charlie). In cases where this does not result in
`resolution, the decision will be elevated to Bernie.
`
`Expense approvals, vacation approvals, work schedule and the like will follow the interim operations
`reporting guidelines above.
`
`5. HSE, Incident Management and Reporting
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`Corporate HSE initiatives and support will continue to be managed out of the centralized corporate HSE
`group. Incident Management and Reporting will transition to above interim operations reporting structure
`on May 151. HSE systems will be split for the purposes of reporting at some point likely prior to the IPO.
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`Internal Correspondence
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`22 April 2014
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`More communication will precede this change. In the interim, changes to distribution required as a result of
`these changes must be managed in a unified manner.
`
`6. Budget Accountability, Financial Authority and AFE approvals
`
`Budget accountability at the regional and division level will transition to the interim reporting lines. DOA's
`will need to be set up to allow AFE approvals per this reporting line until AFE system changes are
`implemented. Paul Griffin will coordinate a manual process to implement DOA's.
`
`7. Compliance
`
`In terms of legal and regulatory compliance and audit/ financial controls within operations, responsibility
`will shift to the interim operating reporting structure. Financial Controllers will continue to report to
`Finance with dotted line reporting consistent with this interim Operations reporting structure.
`
`8. Local Initiatives and Priority Setting
`
`Corporate, Division and Region level initiatives, directives and priorities will continue to be set in support of
`the previously communicated 2014 Goals from the SVP Ops. In the interim period, there will be
`considerable effort devoted to spin activities and development processes required for operation on IPO
`date; however, any initiatives, whether financial, HSE or other should be kept in line with the existing Noble
`goals and given consideration for the capacity of the organization to avoid overload.
`
`Implementation of any future Paragon specific operations initiatives should be held until the IPO date.
`
`9.
`
`Inventory, Yard, Capital Spares and Logistics
`
`Inventory will continue to be managed as with personnel. That is, decisions on use of capital and expense
`inventory will be consistent with Noble's best interests. In cases where there is conflict over inventory or
`spares, the decision for allocation will be elevated to the VP's in question. Where this is not satisfactorily
`resolved, the decision will then be elevated to SVP Ops.
`
`With respect to yards and logistics, the regions should be making arrangements to segregate equipment to
`facilitate a smooth transition on the IPO date. However, location does not dictate ownership, instead future
`assignment of capital inventory will be managed from a global Noble perspective.
`
`Sincerely,
`Bernie Wolford
`
`Sr. VP Operations
`Noble Corporation
`
`Confidential
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`Noble_00056437 _0002
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`7/8/2014 J. MacLennan Email re Paragon YTD 2014 Capital
`Expenditures - Spending by Budget Category
`[Noble_00119632]
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 20 of 108
`Case 17-51882-CSS Doc 348
`Filed 07/14/20 Page 20 of 108
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`From: James MacLennan [JMacLennan@noblecorp.com]
`Sent: Tuesday, July 08, 2014 9:14 PM
`To: Todd McElreath
`CC: David W. Williams; Julie Robertson; Dennis Lubojacky; William Turcotte; Steve Manz
`Subject: Fwd: Paragon YTD 2014 Capital Expenditures - Spending by Budget Category
`Attachments: 06 2014 Capital Summary - Paragon.xlsx; ATT00001.htm
`
`Todd this process and formula was defined months ago. Why would wechange it now? I would remind you
`that you still work for me and any further such proposals should be forwarded to meforrejection.
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`Capex will be accounted for on an accruals basis in the same way as every element of the working capital
`adjustmentis.
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`Do notraise this again.
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`Begin forwarded message:
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`From: "Dennis Lubojacky" <DLubojacky@noblecorp.com>
`
`To: "James MacLennan" <JMacLennan@noblecorp.com>
`Subject: FW: Paragon YTD 2014 Capital Expenditures - Spending by Budget Category
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`From: Todd McElreath
`Sent: Tuesday, July 08, 2014 2:28 PM
`To: Janet Duncan; Steven Donley; Dennis Lubojacky; Laura Campbell; Christopher Taylor; David
`Organ; William Turcotte; Todd Strickler; Sarah Rechter
`Cc: Steve Manz
`Subject: FW: Paragon YTD 2014 Capital Expenditures - Spending by Budget Category
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`All -
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`I assume this amount includes accruals, so the actual PARAGON SPEND in 2014 is $120,243 for
`working capital purposes?
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`At December31, there were $15,996 in capital accruals recorded and at June 30, there were
`$33,457 in accruals. That increase of $17,461 would need to be reduced from the included
`numbersto get to actual spend.
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`Thanks
`
`Todd McElreath
`281-276-6431
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`From: Marina Ouano
`Sent: Tuesday, July 08, 2014 2:08 PM
`To: Paul Griffin; Bernie Wolford; Mike Lowther; Christopher Taylor
`Cc: Janet Duncan; Dennis Lubojacky; Brian Wolf; Eric Bartz; Todd McElreath; John DesJardins;
`Steven Donley; Laura Campbell; Anthony Seaton; Scott Weaver; Isidro Bemiss; David Organ;
`William Turcotte; Sarah Rechter; Eric Kulbeck; Sam Tuley; Ian Barker
`Subject: Paragon YTD 2014 Capital Expenditures - Spending by Budget Category
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`A12
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`Confidential
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 21 of 108
`Case 17-51882-CSS Doc 348
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`Please see the attached Capital Expenditure Summary for Paragon thru June 2014. The Summary
`is by Budget Category (Major Projects, Subsea, Inventory, etc.) with a tab showingthe detail for
`each major category.
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`Please let us know if you have any questions or need additional information.
`
`Thanks,
`Marina
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`Confidential
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`Noble_00119633
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 22 of 108
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`1/16/2020 Emilie Feldman Expert Report
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 23 of 108
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`UNITED STATES BANKRUPTCY COURT
`DISTRICT OF DELAWARE
`
`
`
`In re
`PARAGON OFFSHORE PLC, et al.,
`Debtors,
`Chapter 11
`Case No. 16-10386 (CSS)
`(Jointly Administered)
`
`-----------------------------------------------
`
`PARAGON LITIGATION TRUST,
`Plaintiff,
`
`vs.
`
`NOBLE CORPORATION PLC, NOBLE
`CORPORATION HOLDINGS LTD, NOBLE
`CORPORATION, NOBLE HOLDING
`INTERNATIONAL (LUXEMBOURG) S.A
`R.L., NOBLE HOLDING
`INTERNATIONAL (LUXEMBOURG
`NHIL) S.A R.L., NOBLE FDR HOLDINGS
`LIMITED, NOBLE HOLDING
`INTERNATIONAL LIMITED, NOBLE
`HOLDING (U.S.) LLC, NOBLE
`INTERNATIONAL FINANCE COMPANY,
`MICHAEL A. CAWLEY,
`JULIE H. EDWARDS, GORDON T. HALL,
`JON A. MARSHALL, JAMES A.
`MACLENNAN, MARY P.
`RICCIARDELLO, JULIE J. ROBERTSON,
`AND DAVID W. WILLIAMS,
`Defendants.
`
`
`
`
`
`EMILIE FELDMAN EXPERT REPORT
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`
`
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`
`
`I.
`
`Retention and Scope
`
`
`
`A.
`
`Qualifications, background, education
`
`1.
`
`My educational background is as follows:
`
`Doctorate of Business Administration in Strategy, Harvard Business
`School, 2010; Master of Business Administration in Strategy and Finance,
`Harvard Business School, 2007; Bachelor of Arts in Economics (speciali-
`zation in Industrial Organization, certificate in French Literature), magna
`cum laude, Harvard College, 2004.
`
`2.
`
`I am currently an Associate Professor of Management (with tenure) at the
`Wharton School of the University of Pennsylvania.
`
`I was hired by Wharton upon the completion of my doctorate in 2010, and
`I received tenure in 2016.
`
`I conduct research; teach executive, MBA, and undergraduate courses; ad-
`vise doctoral students; participate in the administration of my department,
`the school, and the university; and perform editorial functions for the lead-
`ing academic journals and professional associations in my field.
`
`I received the Emerging Scholar Award from the Strategic Management
`Society in 2017, and I was recognized as one of the 40 best business
`school professors under the age of 40 by a popular academic publication in
`2019.
`
`3.
`
`My area of specialization is corporate strategy, which includes spinoffs,
`divestitures, mergers and acquisitions, corporate scope, diversification,
`corporate governance, boards of directors, and ownership.
`
`To date, I have published 15 articles about corporate strategy in the lead-
`ing academic journals in strategy and management, and I have 4 articles
`that are presently under review in these journals. Of the 15 published arti-
`cles, 13 are specifically about divestitures and/or spinoffs, and 3 have won
`prestigious awards from the major professional associations in my field.
`
`In addition to my publications, I have a robust pipeline of ongoing re-
`search about various topics in corporate strategy, especially divestitures
`and spinoffs. I regularly present my ongoing research before national and
`international academic audiences.
`
`I have appeared in and I am regularly sought out by leading media outlets
`(including the Wall Street Journal, the New York Times, the Washington
`
`2
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`Case 17-51882-CSS Doc 348 Filed 07/14/20 Page 25 of 108
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`Post, the Economist, and the New Yorker) for my views on major corpo-
`rate transactions (especially divestitures and spinoffs) and on key trends in
`corporate strategy.
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`4.
`
`I frequently serve as an external consultant and collaborator to corpora-
`tions and professional services companies, including Google, Intuit,
`McKinsey, KPMG, and PricewaterhouseCoopers.
`
`5.
`
`My Curriculum Vitae is attached as Appendix A.
`
`B.
`
`Defined terms, scope of opinions, sources considered
`
`1.
`
`Defined terms
`
`In the interest of clarity, I define certain terms, below, that I use through-
`out this report. Other terms may be defined later in the report as well.
`
`a. “ParentCo” refers to a generic company that undertakes a spinoff;
`
`b. “RemainCo” refers to that same company after the completion of that
`spinoff;
`
`c. “SpinCo” refers to the generic company that has been spun off by
`ParentCo;
`
`d. “Old-Noble” refers to pre-spinoff Noble Corporation plc as a
`ParentCo;
`
`e. “New-Noble” refers to post-spinoff Noble Corporation plc as a Re-
`mainCo;
`
`f. “Paragon” refers to Paragon Offshore, the SpinCo;
`
`g. The “Spinoff Process” refers to the period between (i) the point that
`the ParentCo’s board of directors approves the spinoff, and (ii) the
`point that the spinoff has been completed; and
`
`h. The “First Shareholders” of SpinCo are the ParentCo shareholders that
`are entitled to receive SpinCo shares upon the completion of the
`spinoff.
`
`2.
`
`Scope of opinions
`
`I have been retained by Noble Corporation plc to serve as an expert, and I
`have been asked: (a) to opine on whether ParentCos typically direct
`spinoff transactions; (b) to opine on the extent to which businesses that are
`spun off have outside counsel separate and different from that of
`ParentCos during the Spinoff Process; and (c) to opine as to whether
`
`3
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`shareholder interests in ParentCos and the future SpinCos are aligned dur-
`ing the Spinoff Process.
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`The scope of my opinions, research, and reports (if any) is explicitly lim-
`ited to matter