Pacific Drilling announced that a special purpose wholly owned subsidiary of the Company intends to offer $700 million aggregate principal amount of senior secured first lien notes that mature five years following their issuance, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933, as amended.
The notes are being offered in connection with the restructuring of Pacific Drilling as part of the First Amended Joint Plan of Reorganization filed with the U.S. Bankruptcy Court for the Southern District of New York on August 31, 2018. The net proceeds of the offering will be funded into an escrow account established and maintained by the Escrow Issuer. If Pacific Drilling’s proposed Plan is confirmed and certain other conditions are satisfied on or before December 22, 2018 (the date on which such conditions are satisfied, the “Escrow Release Date”), the Escrow Issuer will merge with and into Pacific Drilling and Pacific Drilling will become the obligor under the notes. On the Escrow Release Date, the notes will be jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of Pacific Drilling’s restricted subsidiaries (subject to certain exceptions) and will be secured on a first-priority basis by substantially all of Pacific Drilling’s assets (subject to certain exceptions). Prior to the Escrow Release Date, the notes will be general obligations of the Escrow Issuer, secured only by a lien on the Escrow Account. On the Escrow Release Date, the net proceeds from the offering will be released from the Escrow Account to fund a portion of the payments to creditors provided for under the Plan.
The notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.