(1)Consists of 5,974,140 shares beneficially owned by Abrams Capital Partners II, L.P. (“ACPII”), 390,527 shares beneficially owned by Abrams Capital Partners I, L.P. (“ACPI”), 395,101 shares beneficially owned by Great Hollow International, L.P., and 654,769 shares beneficially owned by Whitecrest Partners, LP (“WCP”) (collectively, the “Abrams Funds”). 7,019,436 shares are beneficially owned by Abrams Capital, LLC (“Abrams Capital”) and 7,414,537 shares are beneficially owned by David Abrams, Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”). Shares reported herein for ACP II represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams CM LP and Abrams CM LLC represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM LLC. The address for each of the foregoing entities is c/o Abrams Capital Management, L.P., 222 Berkeley Street, 21st Floor, Boston, MA 02116.
The Abrams Funds were holders of certain of the Company’s pre-petition indebtedness and, pursuant to the Plan, acquired their common shares through the equitization of their undersecured claims, through participation in an equity rights offering and in payment of their fee under an equity commitment agreement. The Abrams Funds were parties to a Debtor-in-Possession Term Loan Agreement (paid in full in connection with the Company’s emergence from Chapter 11) and are parties to the Registration Rights Agreement and the Governance Agreement. The Abrams Funds are an Other Lender, as defined in the Governance Agreement, pursuant to which certain Other Lenders nominated Donald Platner for election as a Class B director.
(2)Consists of (i) 13,973,624 shares directly held by Avenue Energy Opportunities Fund II, L.P., Avenue PPF Opportunities Fund, L.P., Avenue Energy Opportunities Fund, L.P., Avenue Special Opportunities Fund II, L.P. and Avenue Strategic Opportunities Fund, L.P. (collectively, the “Avenue Capital Funds”) and (ii) 5,285,950 shares directly held by Avenue-ASRS Europe Opportunities Fund, L.P., Avenue Europe Special Situations Fund III (U.S.), L.P., Avenue Europe Special Situations Fund III (Euro), L.P. and Avenue Europe Opportunities Master Fund, L.P. (collectively, the “Avenue Europe Funds” and together with the Avenue Capital Funds, the “Avenue Funds”). Avenue Capital Management II, L.P., in its capacity as investment manager, trading advisor, and/or general partner, may be deemed the beneficial owners of the shares held by the Avenue Capital Funds. In addition, Avenue Europe International Management, L.P., in its capacity as investment manager, trading advisor, and/or general partner, may be deemed the beneficial owner of the shares held by the Avenue Europe Funds. 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. Mr. Lasry may be deemed to be the indirect beneficial owner of the securities reported by the Avenue 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 Exchange Act) is a fractional interest in such amount. Pursuant to the Governance Agreement, certain of the Avenue Funds and certain funds affiliated with the SVP Funds (the “SVP Holders”) have agreed with one another to vote their common shares to elect members of the Pacific Drilling board of directors as set forth therein. Because of the relationship between the Avenue Funds and the SVP Holders as a result of the Governance Agreement, 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 may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own 39,246,093 Pacific Drilling common shares (inclusive of the above-reported shares for the Avenue Funds), which represents 52.19% of the total number of outstanding common shares of Pacific Drilling as of March 6, 2020. The address of each of the foregoing entities is c/o Avenue Capital Management II, L.P., 11 West 42nd Street, 9th Floor, New York, NY 10036.
The Avenue Funds were holders of certain of the Company’s pre-petition indebtedness and, pursuant to the Plan, acquired their common shares through the equitization of their undersecured claims, through participation in an equity rights offering and in payment of their fee under an equity commitment agreement. The Avenue Funds were parties to a Debtor-in-Possession Term Loan Agreement (paid in full in connection with the Company’s emergence from Chapter 11), and are parties to the Registration Rights Agreement and the Governance Agreement, pursuant to which they nominated Kiran Ramineni for election as a Class B director. Subsequent to the Plan Effective Date, the Avenue Funds acquired additional common shares on the open market.
(3)The accounts of Fidelity Mid-Cap Stock Commingled Pool, Master Trust Bank Of Japan Ltd. Re: Fidelity US High Yield, Fidelity Contrafund: Fidelity Advisors New Insights Fund, Fidelity U.S. All Cap Fund, Fidelity US Multi-Cap Investment Trust, Fidelity American High Yield Fund, Fidelity Canadian Balanced Fund, Fidelity Summer Street Trust: Fidelity Global High Income Fund, Fidelity Mt. Vernon Street: Fidelity New Millennium Fund, Fidelity Concord Street Trust: Fidelity Mid-Cap Stock Fund, Fidelity Funds SICAV / Fidelity Funds—US High Yield, Japan Trustee Services Bank, Ltd. Re: Fidelity Strategic Income Fund (Mother), and Japan Trustee Services Bank, Ltd. Re: Fidelity High Yield Bond Open Mother Fund (each a “Fidelity Fund and collectively, the “Fidelity Funds”) are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act, which include the Fidelity Funds (“FMR Funds”), that are advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the FMR Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the FMR Funds’ Boards of Trustees. The address for each of Fidelity Funds is 245 Summer Street, Boston, MA 02210.
The Fidelity Funds were holders of certain of the Company’s pre-petition indebtedness and, pursuant to the Plan, acquired their common shares through the equitization of their undersecured claims, through participation in an equity rights offering and in payment of their fee under an equity commitment agreement. The Fidelity Funds are parties to the Registration Rights Agreement and the Governance Agreement. The Fidelity Funds are an Other Lender, as defined in the Governance Agreement, pursuant to which certain Other Lenders nominated Donald Platner for election as a Class B director.
(4)Quantum Pacific (Gibraltar) Limited is a Gibraltar company and wholly-owned indirect subsidiary of Quantum Pacific International Limited, the indirect ultimate owner of which is a discretionary trust in which Mr. Idan Ofer is the beneficiary. The 3,842,729 common shares owned by Quantum Pacific (Gibraltar) Limited may be deemed to be beneficially owned by Quantum Pacific International Limited, based on a Schedule 13G filed with the SEC on January 17, 2019, by Quantum Pacific (Gibraltar) Limited and Quantum Pacific International Limited, reflecting beneficial ownership as of December 31, 2018. The Schedule 13G reflects: (i) 3,842,729 shares held with shared dispositive power and (ii) 3,842,729 shares held with shared voting power. The address for Quantum Pacific (Gibraltar) Limited is 57/63 Line Wall Road, Gibraltar GX11 1AA.
Quantum Pacific (Gibraltar) Limited acquired 3,841,229 of its shares pursuant to a private placement conducted in accordance with the Plan. Quantum Pacific (Gibraltar) Limited is a party to the Registration Rights Agreement.
(5)Consists of 2,651,578 shares directly held by Kings Forest S.à r.l., 5,488,433 shares directly held by Queens Gate S.à r.l., 6,204,597 shares directly held by Rathgar S.à r.l., and 5,641,911 shares directly held by Yellow Sapphire S.à r.l. (for purposes of this filing, each an “SVP Fund” and collectively, the “SVP Funds”). Strategic Value Partners, LLC is the investment manager of, and exercises investment discretion over Strategic Value Master Fund, Ltd., a Cayman Islands exempted company, which has an ownership interest in Field Point (Europe) II, LLC, a Delaware limited liability company, which has an ownership interest in Field Point IV, S.à r.l., a Luxembourg limited liability company, which has an ownership interest in Queens Gate, S.à r.l., a Luxembourg limited liability company. Strategic Value Partners, LLC is indirectly majority owned and controlled by Victor Khosla. SVP Special Situations III LLC (“Special Situations III”) is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund III, L.P., a Cayman Islands exempted limited partnership, which has an ownership interest in Blue Sapphire, S.à r.l., a Luxembourg limited liability company, which has an ownership interest in Yellow
Sapphire, S.à r.l., a Luxembourg limited liability company. Strategic Value Partners, LLC is the managing member of Special Situations III. Strategic Value Partners, LLC and Special Situations III are both indirectly majority owned and controlled by Mr. Khosla. SVP Special Situations IV LLC (“Special Situations IV”) is the investment manager of, and exercises investment discretion over Strategic Value Special Situation Master Fund IV, L.P., a Cayman Islands exempted limited partnership, which has an ownership interest in Ranelagh, S.à r.l., a Luxembourg limited liability company, which has an ownership interest in Rathgar, S.à r.l., a Luxembourg limited liability company. Strategic Value Partners, LLC is the managing member of Special Situations IV. Strategic Value Partners, LLC and Special Situations IV are both indirectly majority owned and controlled by Mr. Khosla. SVP Special Situations III-A LLC (“Special Situations III-A”) is the investment manager of, and exercises investment discretion over Strategic Value Opportunities Fund, L.P., a Cayman Islands exempted limited partnership, which has an ownership interest in Kings Valley, S.à r.l., a Luxembourg limited liability company, which has an ownership interest in Kings Forest, S.à r.l., a Luxembourg limited liability company. Strategic Value Partners, LLC is the managing member of Special Situations III-A. Strategic Value Partners, LLC and Special Situations III-A are both indirectly majority owned and controlled by Mr. Khosla. Except for Mr. Khosla, each of the foregoing entities disclaimed beneficial ownership of all common shares owned directly by the SVP Funds. Mr. Khosla is the sole member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner and control person of Strategic Value Partners, LLC, Special Situations III and Special Situations III-A. Mr. Khosla is also the Chief Investment Officer of Strategic Value Partners, LLC. As such, he may be deemed to control the voting and dispositive decisions with respect to the above-listed common shares made by Strategic Value Partners, LLC, Special Situations III, Special Situations IV and Special Situations III-A and may therefore be deemed to be the beneficial owner of the common shares reported with respect to such SVP Funds. Pursuant to the Governance Agreement, the SVP Funds and certain funds affiliated with the Avenue Funds (the “Avenue Holders”) have agreed with one another to vote their common shares to elect members of the Pacific Drilling board of directors as set forth therein. Because of the relationship between the SVP Funds and the Avenue Holders as a result of the Governance Agreement, Strategic Value Partners, LLC, Special Situations III, Special Situations IV, Special Situations III-A and Mr. Khosla may be deemed, pursuant to Rule 13d-3 under the Exchange Act to beneficially own 39,246,093 common shares of Pacific Drilling (inclusive of the above-reported shares for the SVP Funds), which represents 52.19% of the total number of outstanding common shares of Pacific Drilling as of March 6, 2020. The address for each of the foregoing entities is c/o Strategic Value Partners, LLC, 100 West Putnam Avenue, Greenwich, CT 06830.
The SVP Funds were holders of certain of the Company’s pre-petition indebtedness and, pursuant to the Plan, acquired their common shares through the equitization of their undersecured claims, through participation in an equity rights offering and in payment of their fee under an equity commitment agreement. Subsequent to the Plan Effective Date, the SVP Funds acquired additional common shares on the open market. The SVP Funds are parties to the Registration Rights Agreement. Kings Forest S.à r.l. and Queens Gate S.à r.l. were parties to a Debtor-in-Possession Term Loan Agreement (paid in full in connection with the Company’s emergence from Chapter 11). Kings Forest S.à r.l., Yellow Sapphire S.à r.l., Queens Gate S.à r.l. and Rathgar S.à r.l. are parties to the Governance Agreement, pursuant to which they, along with other SVP Parties, nominated Bouk van Geloven for election as a Class B director.
(6)Whitebox Advisors LLC and/or Whitebox General Partner LLC may be deemed to be the beneficial owner(s) of the above-listed shares held by Whitebox Asymmetric Partners, L.P., Whitebox Caja Blanca Fund, LP, Whitebox Relative Value Partners, L.P., Whitebox Credit Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, L.P. and Pandora Select Partners, L.P. (each a “Whitebox Fund” and collectively, the “Whitebox Funds”). The address of each of the foregoing entities is 3033 Excelsior Boulevard, Suite 500, Minneapolis, MN 55416.
The Whitebox Funds were holders of certain of the Company’s pre-petition indebtedness and, pursuant to the Plan, acquired their common shares through the equitization of their undersecured claims, through participation in an equity rights offering and in payment of their fee under an equity commitment agreement. Subsequent to the Plan Effective Date, the Whitebox Funds acquired additional common shares on the open market. The Whitebox Funds were parties to a Debtor-in-Possession Term Loan Agreement (paid in full in connection with the Company’s emergence from Chapter 11). The Whitbox Funds are parties to the Registration Rights Agreement and the Governance Agreement. The Whitebox Funds are an Other Lender, as defined in the Governance Agreement, pursuant to which certain Other Lenders nominated Donald Platner for election as a Class B director.