Pacific Drilling S.A.
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(Name of Issuer)
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Common shares, par value $0.01 per share
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(Title of Class of Securities)
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L7257P205
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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☐
|
Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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CUSIP No. L7257P106
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Page 1 of 10
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1
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NAMES OF REPORTING PERSONS
|
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Avenue Capital Management II, L.P. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) ☐
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||||
(b) ☒
|
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Delaware
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
|
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0
|
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||
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|||
6
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SHARED VOTING POWER
|
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13,973,624
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7
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SOLE DISPOSITIVE POWER
|
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0
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||
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8
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SHARED DISPOSITIVE POWER
|
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13,973,624
|
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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13,973,624
|
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.6%(1)(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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||
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(1)
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See Disclosure in Item 4 of this Amendment.
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(2) |
Based upon 75,000,000 Common Shares of Pacific Drilling S.A. (the “Issuer”) outstanding as of June 30, 2019 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on August 13, 2019.
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CUSIP No. L7257P106
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Page 2 of 10
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1
|
NAMES OF REPORTING PERSONS
|
|
|
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Avenue Capital Management II GenPar, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) ☐
|
||||
(b) ☒
|
|
|
||
3
|
SEC USE ONLY
|
|
|
|
|
|
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||
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|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
6
|
SHARED VOTING POWER
|
|
|
|
13,973,624
|
|
|
||
|
|
|||
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
13,973,624
|
|
|
||
|
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
13,973,624
|
|
|
||
|
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
||
|
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
18.6%(1)(2)
|
|
|
||
|
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IA
|
|
|
||
|
|
(1)
|
See Disclosure in Item 4 of this Amendment.
|
(2) |
Based upon 75,000,000 Common Shares of the Issuer outstanding as of June 30, 2019 as reported in the Issuer’s Form 6-K filed with the SEC on August 13, 2019.
|
CUSIP No. L7257P106
|
Page 3 of 10
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
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Avenue Europe International Management, L.P. |
|
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||
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|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) ☐
|
||||
(b) ☒
|
|
|
||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
6
|
SHARED VOTING POWER
|
|
|
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5,285,950
|
|
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||
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|
|||
7
|
SOLE DISPOSITIVE POWER
|
|
|
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0
|
|
|
||
|
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
5,285,950
|
|
|
||
|
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,285,950
|
|
|
||
|
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
||
|
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
7.0%(1)(2)
|
|
|
||
|
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IA
|
|
|
||
|
|
(1)
|
See Disclosure in Item 4 of this Amendment.
|
(2) |
Based upon 75,000,000 Common Shares of the Issuer outstanding as of June 30, 2019 as reported in the Issuer’s Form 6-K filed with the SEC on August 13, 2019.
|
CUSIP No. L7257P106
|
Page 4 of 10
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Avenue Europe International Management GenPar, LLC
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) ☐
|
||||
(b) ☒
|
|
|
||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
6
|
SHARED VOTING POWER
|
|
|
|
5,285,950
|
|
|
||
|
|
|||
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
5,285,950
|
|
|
||
|
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,285,950
|
|
|
||
|
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
||
|
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
7.0%(1)(2)
|
|
|
||
|
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IA
|
|
|
||
|
|
(1)
|
See Disclosure in Item 4 of this Amendment.
|
(2) |
Based upon 75,000,000 Common Shares of the Issuer outstanding as of June 30, 2019 as reported in the Issuer’s Form 6-K filed with the SEC on August 13, 2019.
|
CUSIP No. L7257P106
|
Page 5 of 10
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Marc Lasry
|
|
|
||
|
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a) ☐
|
||||
(b) ☒
|
|
|
||
3
|
SEC USE ONLY
|
|
|
|
|
|
|
||
|
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
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United States
|
|
|
||
|
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
||
|
|
|||
6
|
SHARED VOTING POWER
|
|
|
|
19,259,574
|
|
|
||
|
|
|||
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
||
|
|
|||
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
19,259,574
|
|
|
||
|
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,259,574
|
|
|
||
|
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
||
|
|
|||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
25.7%(1)(2)
|
|
|
||
|
|
|||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
||
|
|
(1)
|
See Disclosure in Item 4 of this Amendment.
|
(2) |
Based upon 75,000,000 Common Shares of the Issuer outstanding as of June 30, 2019 as reported in the Issuer’s Form 6-K filed with the SEC on August 13, 2019.
|
(a) |
Name of Issuer: Pacific Drilling S.A.
|
(b) |
Address of Issuer’s Principal Executive Offices: 8-10 Avenue de la Gare, L-1610 Luxembourg
|
(a) |
Name of Person Filing:
|
(b) |
Address of Principal Business Office, or if None, Residence:
|
(c) |
Citizenship: See Item 4 on each cover page hereto.
|
(d) |
Title of Class of Securities: Common Stock
|
(e) |
CUSIP Number: L7257P106
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
ITEM 4.
|
OWNERSHIP.
|
(a) |
Amount beneficially owned: 19,259,574
|
(a) |
Percent of class: 25.7%
|
(b) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote: See Item 5 on each cover page hereto.
|
(ii) |
Shared power to vote or to direct the vote: See Item 6 on each cover page hereto.
|
(iii) |
Sole power to dispose or to direct the disposition of: See Item 7 on each cover page hereto.
|
(iv) |
Shared power to dispose or to direct the disposition of: See Item 8 on each cover page hereto.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
ITEM 10.
|
CERTIFICATIONS.
|
Joint Filing Agreement
|
|
|
|
Exhibit 99.2
|
Power of Attorney for Marc Lasry, dated January 28, 2019 (incorporated herein by reference to Exhibit 99.6 to the filing on Schedule 13G relating to beneficial ownership of shares of common stock, par value $0.01 per share, of Ultra
Petroleum Corp., filed with the Securities and Exchange Commission on February 1, 2019).
|
AVENUE CAPITAL MANAGEMENT II, L.P.
|
||
By:
|
Avenue Capital Management II GenPar, LLC, its general partner | |
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
AVENUE CAPITAL MANAGEMENT II GENPAR, LLC
|
||
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
AVENUE EUROPE INTERNATIONAL MANAGEMENT, L.P.
|
||
By:
|
Avenue Europe International Management GenPar, LLC, its general partner | |
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
AVENUE EUROPE INTERNATIONAL MANAGEMENT GENPAR, LLC
|
||
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
MARC LASRY
|
||
By:
|
/s/ Andrew K. Schinder as attorney-in-fact |
AVENUE CAPITAL MANAGEMENT II, L.P.
|
||
By:
|
Avenue Capital Management II GenPar, LLC, its general partner | |
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
AVENUE CAPITAL MANAGEMENT II GENPAR, LLC
|
||
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
AVENUE EUROPE INTERNATIONAL MANAGEMENT, L.P.
|
||
By:
|
Avenue Europe International Management GenPar, LLC, its general partner | |
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
AVENUE EUROPE INTERNATIONAL MANAGEMENT GENPAR, LLC
|
||
By:
|
/s/ Andrew K. Schinder as attorney-in-fact
|
|
Name: Marc Lasry
|
||
Title: Managing Member
|
||
MARC LASRY
|
||
By:
|
/s/ Andrew K. Schinder as attorney-in-fact |