Pacific Drilling V Limited (the “Issuer”), a wholly owned
subsidiary of Pacific Drilling S.A. (NYSE: PACD) (together with its
subsidiaries, the “Company”) announced today the results, as of
5:00 p.m. Eastern Daylight Time on July 19 (the “Early Consent
Deadline”) of its previously announced private consent solicitation
in respect of its 7.25% Senior Secured Notes due December 1, 2017
(the “Notes”) pursuant to which the Issuer is soliciting the
consent of the holders of Notes to an extension of the maturity
date of the Notes to June 1, 2018 in order to give the Company more
time to negotiate a refinancing transaction or undertake a holistic
restructuring with all of its creditors (the “Solicitation”).
At the Early Consent Deadline, the Issuer has received consents
of holders of the Notes comprising less than 66 2/3% of the
aggregate principal amount of the Notes (disregarding Notes held by
the Company or its affiliates).
Proceeding with the maturity extension by way of an out-of-court
amendment of the Indenture is conditioned on receipt by the Issuer
of valid consents from Noteholders holding at least 95% of the
outstanding principal amount of the Notes (disregarding Notes held
by the Issuer or its affiliates) (the “Minimum Threshold
Condition”). The Minimum Threshold Condition was not satisfied at
the Early Consent Deadline.
As set out in the confidential consent solicitation statement
dated July 5, 2017 (the “Solicitation Statement”) the Issuer
reserves the right to lower the Minimum Threshold Condition in its
sole discretion to not less than 66 2/3% of the outstanding
principal amount of the Notes (disregarding the Notes held by the
Issuer or its affiliates). The Issuer also reserves the right (at
any time and in its sole discretion) to terminate the Solicitation
and implement the maturity extension by applying to the Eastern
Caribbean Supreme Court in the Territory of the Virgin Islands (the
“Court”) to implement the maturity extension pursuant to a scheme
of arrangement under Part IX of the BVI Business Companies Act 2004
(the “Scheme of Arrangement”) in the event that it believes that it
is reasonably likely to obtain the consents of the Noteholders
required to effect the Scheme of Arrangement.
The Solicitation is ongoing and will expire at 5:00 p.m. Eastern
Daylight Time on August 2, 2017 (the “Expiration Date”).
The Issuer will instruct DTC and Global Bondholder Services
Corporation (“GBSC”), the Tabulation Agent and Information Agent
for the Solicitation, to permit consenting holders of the Notes to
withdraw their consent at any time at or prior to the Expiration
Date. For a withdrawal of consent to be effective, written or
facsimile withdrawal transmission must be timely received by GBSC
at its address set forth in the Solicitation Statement or by
delivery of a properly transmitted “Request Message” though ATOP.
Any such notice of withdrawal must:
- specify the name of the consenting
holder and, if different, the name of the registered holder of the
Notes (i.e. the DTC participant whose name appears in the security
position listing as the owner of such Notes) in respect of which a
consent has been delivered;
- include a statement of the election to
withdraw;
- refer to the original consent
instruction;
- specify the nominal amount of Notes for
which such consent instruction is requested to be withdrawn;
- be signed by the holder of such Notes
(or, if applicable, the DTC participant listed in the applicable
Agent’s Message) in the same manner as the original signature, or
be accompanied by evidence satisfactory to the Issuer that the
person withdrawing consent has succeeded to the beneficial
ownership of such Notes or has been authorized by such beneficial
owner to effect such withdrawal on its behalf; and
- provide any additional information
required by GBSC or DTC.
About Pacific Drilling
With its best-in-class drillships and highly experienced team,
Pacific Drilling is committed to becoming the industry’s preferred
high-specification, floating rig drilling contractor. Pacific
Drilling’s fleet of seven drillships represents one of the youngest
and most technologically advanced fleets in the world. For more
information about Pacific Drilling, including its current Fleet
Status, please visit www.pacificdrilling.com.
IMPORTANT NOTICE
Neither the Solicitation, the transactions contemplated thereby,
the Notes mentioned herein nor the guarantee of Pacific Drilling
S.A. in respect thereof have been, and none will be, registered
under the U.S. Securities Act of 1933 (the “U.S. Securities Act”)
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements under the U.S. Securities Act and
applicable state securities laws.
Full details of the terms and conditions of the Solicitation are
set out in the Solicitation Statement and documents relating
thereto. The Solicitation is only being made to, and documents
relating to the Solicitation, including the Solicitation Statement,
will only be distributed to, holders of Notes who complete and
return an eligibility form confirming that they are either (i)
“qualified institutional buyers” as defined in Rule 144A under the
U.S. Securities Act, (ii) institutional accredited investors within
the meaning of Rule 501 under the U.S. Securities Act or (iii)
outside the United States, and are not, and are not acting for the
account or benefit of any, “U.S. person”, as defined in Rule 902
under the U.S. Securities Act (each, an “Eligible Holder”).
Eligible Holders who desire to complete an eligibility form should
contact GBSC, the Tabulation Agent and Information Agent for the
Solicitation, by email at info@gbsc-usa.com or by telephone at
+1-866-470-4200.
If a holder of Notes is not an Eligible Holder, such holder will
not be able to participate in the Solicitation unless an applicable
exemption from the registration requirements under the U.S.
Securities Act and other applicable law is available. In the event
of questions, such holder should contact the Company.
This press release does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities. The
Solicitation is being made solely pursuant to the Solicitation
Statement and only to such persons in such jurisdictions as is
permitted under applicable law.
Forward-Looking Statements
Certain statements and information contained in this press
release constitute “forward-looking statements” within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, and are generally identifiable by the use of
words such as “believe,” “estimate,” “expect,” “forecast,” “ability
to,” “plan,” “potential,” “projected,” “target,” “would,” or other
similar words, which are generally not historical in nature.
Forward-looking statements express current expectations or
forecasts of possible future results or events, including future
financial and operational performance; revenue efficiency levels;
market outlook; forecasts of trends; future client contract
opportunities; contract dayrates; business strategies and plans and
objectives of management; estimated duration of client contracts;
backlog; ability to repay indebtedness; expectations regarding
potential future covenant defaults on long-term indebtedness;
expected capital expenditures and projected costs and savings; and
statements with respect to actions the Company or the Issuer intend
to take with respect to the Solicitation.
Although the Company and the Issuer believe that the assumptions
and expectations reflected in their forward-looking statements are
reasonable and made in good faith, these statements are not
guarantees and actual future results may differ materially due to a
variety of factors. These statements are subject to a number of
risks and uncertainties, many of which are beyond the Company’s and
the Issuer’s control.
Important factors that could cause actual results to differ
materially from expectations include: the global oil and gas market
and its impact on demand for services; the offshore drilling
market, including reduced capital expenditures by clients; changes
in worldwide oil and gas supply and demand; rig availability and
supply and demand for high-specification drillships and other
drilling rigs competing with the Company’s fleet; costs related to
stacking of rigs; the Company’s and the Issuer’s ability to enter
into and negotiate favorable terms for new drilling contracts or
extensions; possible cancellation, renegotiation, termination or
suspension of drilling contracts as a result of market changes or
other reasons; the Company’s and the Issuer’s substantial level of
indebtedness; the Company’s ability to obtain waivers or amendments
to its maximum leverage ratio covenant at the end of the third
quarter of 2017 if necessary, or with respect to other potential
future debt covenant defaults; the Company’s and the Issuer’s
ability to continue as a going concern and any potential bankruptcy
proceeding; the Company’s and the Issuer’s ability to repay debt
and adequacy of and access to sources of liquidity; and the other
risk factors described in the Company’s filings with the SEC,
including the Company’s Annual Report on Form 20-F and Current
Reports on Form 6-K. These documents are available through the
Company’s website at www.pacificdrilling.com or through the SEC’s
Electronic Data and Analysis Retrieval System at www.sec.gov.
Neither the Company nor the Issuer undertakes any obligation to
publicly update or revise any forward-looking statements after the
date they are made, whether as a result of new information, future
events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170720005242/en/
Pacific DrillingJohn Boots, +352 26 84 57
81Investor@pacificdrilling.com
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