13G
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CUSIP No. L7257P106
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Page 1 of 10
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1.
Name of Reporting Persons
Avenue Capital Management II, L.P.
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2.
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.
SEC Use Only
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4.
Citizenship or Place of
Organization.
Delaware
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Number of Shares
Beneficially Owned by Each
Reporting Person With:
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5.
Sole Voting Power
0
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6.
Shared Voting Power
13,649,683
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7.
Sole Dispositive Power
0
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8.
Shared Dispositive Power
13,649,683
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9.
Aggregate Amount Beneficially
Owned by Each Reporting Person
13,649,683
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10.
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
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11.
Percent of Class Represented
by Amount in Row (9)
18.2%(1)(2)
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12.
Type of Reporting Person
IA
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(1)
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See Disclosure in Item 4 of this Schedule 13G.
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(2)
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Based upon 75,000,000 Common Shares of Pacific Drilling S.A. (the “Issuer”) outstanding as of December 14, 2018 as reported in the Issuer’s Form F-1
filed with the Securities and Exchange Commission (“SEC”) on December 18, 2018.
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13G
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CUSIP No. L7257P106
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Page 2 of 10
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1.
Name of Reporting Persons
Avenue Capital Management II GenPar, LLC
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2.
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.
SEC Use Only
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4.
Citizenship or Place of Organization.
Delaware
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Number of Shares
Beneficially Owned by Each
Reporting Person With:
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5.
Sole Voting Power
0
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6.
Shared Voting Power
13,649,683
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7.
Sole Dispositive Power
0
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8.
Shared Dispositive Power
13,649,683
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9.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,649,683
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10.
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
Percent of Class Represented by Amount in Row (9)
18.2%(1)(2)
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12.
Type of Reporting Person
IA
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(1)
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See Disclosure in Item 4 of this Schedule 13G.
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(2)
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Based upon 75,000,000 Common Shares of the Issuer outstanding as of December 14, 2018 as reported in the Issuer’s Form F-1 filed with the SEC on December 18, 2018.
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13G
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CUSIP No. L7257P106
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Page 3 of 10
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1.
Name of Reporting Persons
Avenue Europe International Management, L.P.
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2.
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.
SEC Use Only
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4.
Citizenship or Place of Organization.
Delaware
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Number of Shares
Beneficially Owned by Each
Reporting Person With:
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5.
Sole Voting Power
0
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6.
Shared Voting Power
5,052,505
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7.
Sole Dispositive Power
0
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8.
Shared Dispositive Power
5,052,505
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9.
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,052,505
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10.
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
Percent of Class Represented by Amount in Row (9)
6.7%(1)(2)
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12.
Type of Reporting Person
IA
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(1)
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See Disclosure in Item 4 of this Schedule 13G.
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(2)
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Based upon 75,000,000 Common Shares of the Issuer outstanding as of December 14, 2018 as reported in the Issuer’s Form F-1 filed with the SEC on December 18, 2018.
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13G
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CUSIP No. L7257P106
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Page 4 of 10
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1.
Name of Reporting Persons
Avenue Europe International Management GenPar, LLC
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2.
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.
SEC Use Only
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4.
Citizenship or Place of
Organization.
Delaware
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Number of Shares
Beneficially Owned by Each
Reporting Person With:
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5.
Sole Voting Power
0
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6.
Shared Voting Power
5,052,505
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7.
Sole Dispositive Power
0
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8.
Shared Dispositive Power
5,052,505
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9.
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,052,505
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10.
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
Percent of Class Represented
by Amount in Row (9)
6.7%(1)(2)
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12.
Type of Reporting Person
IA
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(1)
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See Disclosure in Item 4 of this Schedule 13G.
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(2)
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Based upon 75,000,000 Common Shares of the Issuer outstanding as of December 14, 2018 as reported in the Issuer’s Form F-1 filed with the SEC on
December 18, 2018.
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13G
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CUSIP No. L7257P106
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Page 5 of 10
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1.
Name of Reporting Persons
Marc Lasry
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2.
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.
SEC Use Only
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4.
Citizenship or Place of
Organization.
United States
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Number of Shares
Beneficially Owned by Each
Reporting Person With:
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5.
Sole Voting Power
0
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6.
Shared Voting Power
18,702,188
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7.
Sole Dispositive Power
0
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8.
Shared Dispositive Power
18,702,188
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9.
Aggregate Amount Beneficially
Owned by Each Reporting Person
18,702,188
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10.
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
Percent of Class Represented
by Amount in Row (9)
24.9%(1)(2)
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12.
Type of Reporting Person
IN
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(1)
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See Disclosure in Item 4 of this Schedule 13G.
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(2)
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Based upon 75,000,000 Common Shares of the Issuer outstanding as of December 14, 2018 as reported in the Issuer’s Form F-1 filed with the SEC on
December 18, 2018.
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CUSIP No. L7257P106
ITEM 1.
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(a)
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Name of Issuer: Pacific Drilling S.A.
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(b)
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Address of Issuer’s Principal Executive Offices: 8-10 Avenue de la Gare, L-1610 Luxembourg
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ITEM 2.
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(a)
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Name of Person Filing:
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This Schedule 13G is being filed jointly by Avenue Capital Management II, L.P., Avenue Capital Management II GenPar, LLC, Avenue Europe
International Management, L.P., Avenue Europe International Management GenPar, LLC and Marc Lasry (collectively, the “Reporting Persons”).
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(b)
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Address of Principal Business Office, or if None, Residence:
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The address of the business of each of the Reporting Persons is:
c/o Avenue Capital Management II, L.P.
399 Park Avenue, 6
th
Floor
New York, NY 10022
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(c)
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Citizenship: See Item 4 on each cover page hereto.
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(d)
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Title of Class of Securities: Common shares, par value $0.01 per share (the “Common Shares”)
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(e)
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CUSIP Number: L7257P106
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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:
Not applicable.
ITEM 4.
OWNERSHIP.
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(a)
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Amount beneficially owned: 18,702,188
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Items 5 through 9 of each of the cover pages to this Schedule 13G are incorporated herein by reference.
Collectively, the securities reported in this Schedule 13G are held directly by: (i) Avenue Energy Opportunities Fund, L.P., Avenue
Energy Opportunities Fund II, L.P., Avenue PPF Opportunities Fund, L.P., Avenue Special Opportunities Fund II, L.P. and Avenue Strategic Opportunities Fund, L.P. (the “US Funds”) and (ii) Avenue ASRS Europe Opportunities Fund, L.P., Avenue Europe
Opportunities Master Fund, L.P., Avenue Europe Special Situations Fund III (Euro), L.P., and Avenue Europe Special Situations Fund III (U.S.), L.P. (the “Europe Funds”) and together with the US Funds, the “Funds”).
Avenue Capital Management II, L.P. is the investment manager of the US Funds and may be deemed to have voting and dispositive power over
the 13,649,683 Common Shares owned by such entities. Avenue Europe International Management, L.P. is the investment manager of the Europe Funds and may be deemed to have voting and dispositive power over the 5,052,505
Common Shares
owned by such entities.
Avenue Capital Management II GenPar, LLC is the general partner of Avenue Capital Management II, L.P. Avenue Europe International
Management GenPar, LLC is the general partner of Avenue Europe International Management, L.P. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC and Avenue Europe International Management GenPar, LLC.
Except for Mr. Lasry, each Reporting Person disclaims beneficial ownership of all Common Shares owned directly by the Funds. Neither the
filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by such Reporting Person that it is the beneficial owner of any of the Common Shares referred to herein for purposes of Section 13(d) of the Act, or for
any other purpose (including, without limitation, any tax purposes), and such beneficial ownership is expressly disclaimed.
Mr. Lasry is deemed to be the indirect beneficial owner of the securities reported by the Funds by reason of his ability to direct the
vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Act) is a fractional interest in such amount.
See also, Item 8.
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(a)
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Percent of class: 24.9%
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(b)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: See Item 5 on each cover page hereto.
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(ii)
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Shared power to vote or to direct the vote: See Item 6 on each cover page hereto.
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(iii)
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Sole power to dispose or to direct the disposition of: See Item 7 on each cover page hereto.
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(iv)
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Shared power to dispose or to direct the disposition of: See Item 8 on each cover page hereto.
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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 WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
The information set forth on Item 2 and Item 4 above is incorporated herein by reference.
Certain of the Funds entered into a Governance Agreement dated November 19, 2018 (the “Governance Agreement”) with the Issuer, certain
funds affiliated with Strategic Value Partners, LLC (the “SVP Group”) and certain other shareholder parties thereto (the “Other Holders”). Pursuant to the Governance Agreement, the Funds and the SVP Group have agreed with one another (and for
avoidance of doubt, not with any of the Other Holders), among other things, to vote their Common Shares to elect members of the Board of the Directors of the Issuer as set forth therein.
Because of the relationship between the Funds and the SVP Group as a result of the Governance Agreement, the Reporting Persons may be
deemed, pursuant to Rule 13d-3 under the Act, to beneficially own 38,026,102 Common Shares of the Issuer (inclusive of the 18,702,188 Common Shares beneficially owned by the Reporting Persons), which represents 50.7% of the total number of
outstanding Common Shares of the Issuer (based on a total of 75,000,000 Common Shares outstanding as of December 14, 2018, as reported in the Issuer’s Form F-1 filed with the SEC on December 18, 2018).
The Governance Agreement is filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form F-1, File No. 333-228867, filed with the
SEC on December 18, 2018 and is hereby incorporated by reference. The foregoing summary is qualified in its entirety by the terms thereof.
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10.
CERTIFICATIONS.
Not applicable.
EXHIBIT INDEX
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Exhibit 99.1
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Joint Filing Agreement
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Exhibit 99.2
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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).
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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.
Dated: February 14, 2019
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AVENUE CAPITAL MANAGEMENT II, L.P.
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By:
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Avenue Capital Management II GenPar, LLC, its general partner
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By:
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/s/ Andrew K. Schinder as attorney-in-fact
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Name:
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Marc Lasry
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Title:
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Managing Member
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AVENUE CAPITAL MANAGEMENT II GENPAR, LLC
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By:
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/s/ Andrew K. Schinder as attorney-in-fact
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Name:
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Marc Lasry
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Title:
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Managing Member
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AVENUE EUROPE INTERNATIONAL MANAGEMENT, L.P.
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By:
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Avenue Europe International Management GenPar, LLC, its general partner
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By:
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/s/ Andrew K. Schinder as attorney-in-fact
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Name:
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Marc Lasry
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Title:
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Managing Member
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AVENUE EUROPE INTERNATIONAL MANAGEMENT GENPAR, LLC
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By:
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/s/ Andrew K. Schinder as attorney-in-fact
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Name:
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Marc Lasry
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Title:
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Managing Member
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MARC LASRY
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By:
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/s/ Andrew K. Schinder as attorney-in-fact
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