Pacific Drilling Announces Pricing of Private Offering by Its Indirect,
Wholly Owned Subsidiary of $500 Million of 7.250% Senior Secured Notes Due
LUXEMBOURG -- November 16, 2012
Pacific Drilling S.A. (NYSE: PACD) (NOTC: PDSA) (“Pacific Drilling”) announced
today the pricing of the private placement to eligible purchasers of $500
million in aggregate principal amount of 7.250% senior secured notes due 2017
by its indirect, wholly owned subsidiary, Pacific Drilling V Limited (“PDV”).
The notes mature on December 1, 2017 and will be issued at 99.483% of par. The
offering is expected to close on November28, 2012, subject to customary
closing conditions. Proceeds from this offering will be used to fund the
remaining construction payments on the Pacific Khamsin and for general
The notes will be guaranteed by Pacific Drilling and certain of PDV’s future
subsidiaries, if any, and the notes will be secured by certain assets of, and
by a pledge of the stock of, PDV.
The securities to be offered have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or any state securities laws, and
unless so registered, the securities may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. PDV
plans to offer and sell the notes only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act and to non-U.S. persons in
transactions outside the United States pursuant to Regulation S under the
This press release shall not constitute an offer to sell, or the solicitation
of an offer to buy, any of these securities, nor shall there be any sale of
these securities in any jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
This press release includes statements regarding this private placement that
may constitute forward-looking statements within the meaning of U.S.
securities laws. These forward-looking statements involve certain risks and
uncertainties, including, among others, Pacific Drilling’s and PDV’s business
plans may change as circumstances warrant and the private placement of senior
secured notes may not ultimately be completed because of general market
conditions or other factors. Such forward-looking statements are subject to a
variety of known and unknown risks, uncertainties, and other factors that are
difficult to predict and many of which are beyond management's control.
Factors that can affect future results are discussed in Pacific Drilling's
filings with the U.S. Securities and Exchange Commission. Pacific Drilling
undertakes no obligation to update or revise any forward-looking statement to
reflect new information or events.
Amy Roddy, +1 832 255 0502
Director, Investor Relations
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