Pacific Drilling S.A.
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(Name of Issuer)
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Common shares, par value $0.01 per share
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(Title of Class of Securities)
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L7257P205
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(CUSIP Number)
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December 17, 2018
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(Date of Event which Requires Filing of this Statement)
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☐ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☒ |
Rule 13d-1(d)
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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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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
|
||
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) |
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
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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
|
||
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) |
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
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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
|
||
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
|
||
8. Shared Dispositive Power
5,052,505
|
||
9. Aggregate Amount Beneficially
Owned by Each Reporting Person
5,052,505
|
||
10. Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐
|
||
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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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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(a) |
Name of Issuer: Pacific Drilling S.A.
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(b) |
Address of Issuer’s Principal Executive Offices: 8-10 Avenue de la Gare, L-1610 Luxembourg
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(a) |
Name of Person Filing:
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(b) |
Address of Principal Business Office, or if None, Residence:
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(c) |
Citizenship: See Item 4 on each cover page hereto.
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(d) |
Title of Class of Securities: Common shares, par value $0.01 per share (the “Common Shares”)
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(e) |
CUSIP Number: L7257P106
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(a) |
Amount beneficially owned: 18,702,188
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(a) |
Percent of class: 24.9%
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(b) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote: See Item 5 on each cover page hereto.
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(ii) |
Shared power to vote or to direct the vote: See Item 6 on each cover page hereto.
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(iii) |
Sole power to dispose or to direct the disposition of: See Item 7 on each cover page hereto.
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(iv) |
Shared power to dispose or to direct the disposition of: See Item 8 on each cover page hereto.
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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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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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