Pacific Drilling Board Recommends Share Repurchase Program; Provides Notice of Extraordinary General Meeting of Shareholders
14 Febrero 2019 - 10:50AM
Business Wire
Pacific Drilling S.A. (NYSE: PACD) (the “Company”) announced
today that it has provided a notice of an Extraordinary General
Meeting of Shareholders to be held on February 22, 2019 (the
“EGM”), at which the Company’s Board of Directors will recommend
that shareholders approve a share repurchase program for a total
expenditure of up to $15.0 million over a two-year period.
The Notice of Extraordinary General Meeting of Shareholders and
proxy statement are being distributed to the Company’s common
shareholders of record as of February 8, 2019 in advance of the
EGM, which will be held on February 22, 2019 at 10:00
a.m. (Central European Time) at the Company’s registered
office, located at 8-10 Avenue de la Gare,
L-1610 Luxembourg.
Upon shareholder approval, the Company will be authorized to
acquire on the open market or otherwise, in one or several
transactions, up to a number of the Company’s issued and
outstanding common shares that may be acquired with a total
expenditure of $15.0 million, within a two-year period from the
date of the EGM.
CEO Bernie Wolford commented, “The share repurchase program is
intended to enable the Company to take advantage of trading prices
that do not fully reflect the value of our Company. The proposed
program illustrates our commitment to increase shareholder value,
and share repurchases will occur when such purchases are believed
to be in the best interests of the Company and its
shareholders.”
The repurchases will be funded using cash on hand and the
Company will have the right to begin, suspend or discontinue
repurchases without notice at any time during the period
authorized. Management will consider a variety of factors that it
deems appropriate in making repurchases, including management’s
view of whether the common shares are undervalued in the market at
the time and the potential for the repurchase to increase earnings
per share. The Company gives no assurances regarding the number of
shares that will ultimately be repurchased or the timing of such
repurchases, if any. Any shares repurchased will be held as
treasury shares of the Company which may be disposed of in the
future in the Board’s discretion. Voting rights for any repurchased
shares will be suspended and such shares will not be entitled to
dividends or other distributions as long as they are held by the
Company.
Additional details of the EGM will be provided to shareholders
in the Notice of Extraordinary General Meeting of Shareholders,
which is available on the Company website
at www.pacificdrilling.com in the “Events &
Presentations” subsection of the “Investor Relations” section.
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, deepwater drilling contractor. Pacific
Drilling’s fleet of seven drillships represents one of the youngest
and most technologically advanced fleets in the world. Pacific
Drilling has its principal offices in Luxembourg and Houston. For
more information about Pacific Drilling, including our current
Fleet Status, please visit our website at
www.pacificdrilling.com.
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 their use of
words such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “forecast,” “intend,” “our ability to,” “may,” “plan,”
“potential,” “predict,” “project,” “projected,” “should,” “will,”
“would”, or other similar words which are not generally historical
in nature. The forward-looking statements speak only as of the date
hereof, and we undertake no 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.
Our forward-looking statements express our current expectations
or forecasts of possible future results or events, including future
financial and operational performance and cash balances; revenue
efficiency levels; market outlook; forecasts of trends; future
client contract opportunities; contract dayrates; our business
strategies and plans or objectives of management; estimated
duration of client contracts; backlog; expected capital
expenditures; projected costs and savings; and the potential impact
of our completed Chapter 11 proceedings on our future operations
and ability to finance our business.
Although we believe that the assumptions and expectations
reflected in our 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
and are based on a number of judgments and assumptions as of the
date such statements are made about future events, many of which
are beyond our control. Actual events and results may differ
materially from those anticipated, estimated, projected or implied
by us in such statements due to a variety of factors, including if
one or more of these risks or uncertainties materialize, or if our
underlying assumptions prove incorrect.
Important factors that could cause actual results to differ
materially from our expectations include: the global oil and gas
market and its impact on demand for our services; the offshore
drilling market, including reduced capital expenditures by our
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 our fleet; costs
related to stacking of rigs; our ability to enter into and
negotiate favorable terms for new drilling contracts or extensions;
our ability to successfully negotiate and consummate definitive
contracts and satisfy other customary conditions with respect to
letters of intent and letters of award that we receive for our
drillships; possible cancellation, renegotiation, termination or
suspension of drilling contracts as a result of mechanical
difficulties, performance, market changes or other reasons; our
ability to execute our business plans; the effects of our completed
Chapter 11 proceedings on our future operations; and the other risk
factors described under the heading “Risk Factors” in our
Registration Statement on Form F-1 filed with the Securities and
Exchange Commission (“SEC”) on December 18, 2018 and available
through our website at www.pacificdrilling.com or through the SEC’s
website at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20190214005676/en/
Investor Contact:Johannes (John) P. BootsPacific Drilling
S.A.+713 334 6662Investor@pacificdrilling.com
Media Contact:Amy L. RoddyPacific Drilling S.A.+713 334
6662Media@pacificdrilling.com
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