Pacific Drilling Announces Increase in Size of Previously Announced Offering of First Lien Notes to $750 Million Aggregate Principal Amount and Commencement of Offering of $250 Million Aggregate Principal Amount of Second Lien Notes
Pacific Drilling S.A. (OTC: PACDQ) (“Pacific Drilling” or the “Company”) today announced an increase in the size of its previously announced offering of first lien notes that mature five years following their issuance (the “First Lien Notes”) to $750 million aggregate principal amount, subject to market conditions, which represents an increase of $50 million in the aggregate principal amount being offered. The First Lien Notes will be issued by a special purpose wholly owned subsidiary (the “First Lien Escrow Issuer”) of the Company.
The Company also announced today that a special purpose wholly owned subsidiary (the “Second Lien Escrow Issuer”) of the Company intends to offer $250 million aggregate principal amount of second lien notes that mature five and a half years following their issuance (the “Second Lien Notes”), with interest payable in kind or in cash, subject to certain limitations, at the option of the issuer, subject to market conditions.
The First Lien Notes and Second Lien Notes (together, the “notes”) are being offered in separate offerings 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 “Plan”). The net proceeds of the offerings will be funded into separate escrow accounts (the “Escrow Accounts”) established and maintained by each 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 Issuers 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 the First Lien Notes will be secured on a first-priority basis, and the Second Lien Notes on a second-priority basis, by substantially all of Pacific Drilling’s assets (subject to certain exceptions). Prior to the Escrow Release Date, each series of notes will be general obligations of the applicable Escrow Issuer, secured only by a lien on the applicable Escrow Account. On the Escrow Release Date, the net proceeds from the offerings of the notes will be released from the Escrow Accounts 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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The proposed Plan currently contemplates $700 million aggregate principal amount of first lien notes and $300 million of second lien notes, along with an additional $24 million of second lien notes to be paid as a backstop commitment fee, resulting in $1.024 billion of total long-term debt of the Company upon emergence from bankruptcy. The Plan is expected to be amended to reflect the changes in aggregate principal amounts of the notes described above following pricing of the notes, such that the Company would be expected to have $750 million of First Lien Notes and $274 million of Second Lien Notes outstanding upon emergence from bankruptcy. Accordingly, upon emergence from bankruptcy, the Company continues to expect to have $1.024 billion of total long-term debt outstanding.
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.
Certain statements and information contained in this news 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 the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “our ability to,” “may,” “plan,” “predict,” “project,” “potential,” “projected,” “should,” “will,” “would,” or other similar words, which are generally not 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 our 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 and objectives of management; estimated duration of client contracts; backlog; expected capital expenditures; projected costs and savings; the potential impact of our Chapter 11 proceedings on our future operations and ability to finance our business; our ability to complete the restructuring transactions contemplated by our plan of reorganization; projected costs and expenses in connection with our plan of reorganization; and our ability to emerge from our Chapter 11 proceedings and continue as a going concern.
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. There can be no assurances that the above-described transactions will be consummated on the terms described above or at all.
Important factors that could cause actual results to differ materially from our expectations include: our ability to consummate the notes offering described herein and other financing transactions contemplated by the Plan, including consummation of the separate notes offerings, on terms that will permit us to meet our objectives; 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; our substantial level of indebtedness; 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 plan and continue as a going concern in the long term; our ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court in our Chapter 11 proceedings, including maintaining strategic control as debtor in-possession; our ability to confirm and consummate our plan of reorganization in accordance with the terms of the Plan and the settlement; risks attendant to the bankruptcy process including the effects of our Chapter 11 proceedings on our operations and agreements, including our relationships with employees, regulatory authorities, clients, suppliers, banks and other financing sources, insurance companies and other third parties; the effects of our Chapter 11 proceedings on our Company and on the interests of various constituents, including holders of our common shares and debt instruments; the potential adverse effects of our Chapter 11 proceedings on our liquidity, results of operations, or business prospects; the outcome of Bankruptcy Court rulings in our Chapter 11 proceedings as well as all other pending litigation and arbitration matters; the length of time that we will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; our ability to access adequate debtor-in-possession financing or use cash collateral; risks associated with third-party motions in our Chapter 11 proceedings, which may interfere with our ability to timely confirm and consummate our plan of reorganization and restructuring generally; increased advisory costs including administrative and legal costs to complete our plan of reorganization and other litigation; the risk that our plan of reorganization may not be accepted or confirmed, in which case there can be no assurance that our Chapter 11 proceedings will continue rather than be converted to Chapter 7 liquidation cases or that any alternative plan of reorganization would be on terms as favorable to holders of claims and interests as the terms of our Plan; the cost, availability and access to capital and financial markets, including the ability to secure new financing after emerging from our Chapter 11 proceedings; and the other risk factors described in our 2017 Annual Report on Form 20-F and our Current Reports on Form 6-K available on the SEC’s website at www.sec.gov.
Om Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Følg saker fra Business Wire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Business Wire
Velodyne Expert Addresses How Lidar Boosts Business Value of Mobile Mapping Applications26.4.2019 12:00:00 CEST | Pressemelding
Frank Bertini, UAV and Robotics Business Manager at Velodyne Lidar, Inc. (booth #1420), will deliver a featured presentation on the business cases for 3D lidar technology in mobile mapping applications at AUVSI XPONENTIAL 2019, taking place on April 29 to May 2, at McCormick Place in Chicago. Bertini will discuss revenue-generating strategies created by adding lidar to drones, backpacks, and all-terrain vehicles (ATV) to build autonomous solutions. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190426005065/en/ Velodyne lidar sensors help systems developers by providing rich computer perception data that enables high-performing mapping systems in a lightweight, versatile solution. (Photo: Business Wire) Bertini’s session, “Emerging Autonomous Applications for 3D Lidar,” will provide a technical overview of industrial applications for lidar onboard unmanned systems. The presentation focuses on emerging use-cases which are cre
Celgene Corporation and Acceleron Pharma Announce Submission of Luspatercept Marketing Authorization Application to the European Medicines Agency (EMA) for MDS and Beta-Thalassemia26.4.2019 11:30:00 CEST | Pressemelding
Celgene Corporation (NASDAQ: CELG) and Acceleron Pharma Inc. (NASDAQ: XLRN) today announced that Celgene has submitted a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) for luspatercept for the treatment of adult patients with very low to intermediate-risk myelodysplastic syndromes (MDS)-associated anemia who have ring sideroblasts, require red blood cell (RBC) transfusions and have received or are not eligible for erythropoiesis-stimulating agents, and for the treatment of adult patients with beta-thalassemia-associated anemia who require RBC transfusions. Luspatercept is an investigational erythroid maturation agent that regulates late-stage red blood cell maturation. The safety and efficacy results provided in the application are from the pivotal phase 3 studies MEDALIST and BELIEVE, evaluating the ability of luspatercept to effectively address anemia associated with MDS and beta-thalassemia, respectively. “As a first-in-class erythroid maturation ag
SES: First Quarter 2019 Results26.4.2019 06:00:00 CEST | Pressemelding
SES S.A. announced its financial results for the three months ended 31 March 2019 with revenue and EBITDA in line with company expectations and SES on track to deliver on its 2019 financial outlook. Continued focus on execution has delivered major wins in the Networks business which is soon to be enhanced with the addition of four new O3b satellites, successfully launched at the beginning of April 2019. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190425005955/en/ First Quarter 2019 Results Key financial highlights Reported revenue of EUR 480.6 million, (down 2.3% at constant FX(1)) in line with SES’ expectations Underlying revenue(2) of EUR 473.9 million; down 3.1%(1) (Video: -7.3%(1,2) and Networks +5.4%(1,2)) EBITDA of EUR 290.1 million representing a margin of 60.4% (Q1 2018: 63.7%); 62.1% excluding restructuring charge Net profit attributable to SES shareholders of EUR 72.2 million Free Cash Flow before financing acti
Wenco and Hitachi Construction Machinery Announce Open and Interoperable Partner Ecosystem for Autonomous Mining25.4.2019 23:30:00 CEST | Pressemelding
Hitachi Construction Machinery Co., Ltd. (TOKYO: 6305) (“HCM”) is pleased to announce its vision for autonomous mining — an open, interoperable ecosystem of partners that integrate their systems alongside existing mine infrastructure. Grounded in support for ISO Standards and a drive to encourage new entrants into the mining industry, HCM is pioneering this open and interoperable approach to autonomy among global mining technology leaders. With this announcement, HCM is publicly declaring support for standards-based autonomy and is offering its interoperable technology to assist mining customers in integrating new vendors into their existing infrastructure. HCM’s support for open, interoperable autonomy is based on its philosophy for its partner-focused Solution Linkage platform. “Open innovation is the guiding technological philosophy for Solution Linkage,” says Vice President and Executive Officer, Chief Technology Officer Hideshi Fukumoto. “Based on this philosophy, HCM is announcin
Garth Brooks Makes Mobile Game Debut in Words With Friends, Announces Final Pre-Order Window for The Legacy Collection25.4.2019 19:30:00 CEST | Pressemelding
Today, Zynga Inc. (Nasdaq: ZNGA), global leader in interactive entertainment, announced a collaboration with Garth Brooks, in its hit game, Words With Friends 2 . Kicking off a multi-month celebration of the game franchise’s 10th anniversary, and Brooks’ unprecedented career as a recording artist, players and fans will be treated to Garth-themed in-game activities and ongoing announcements starting with today’s reveal of ‘Journey’ as the game’s ‘Word of the Year’. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190425005903/en/ Garth Brooks LEGACY COLLECTION (Graphic: Business Wire) Garth Brooks and Words With Friends are celebrating their 2019 milestones by giving fans new ways to interact with Garth and the game. On May 1st, Brooks will co-host Words With Friends LIVE, the nightly trivia game broadcast within Words With Friends 2. In conjunction, the FINAL pre-order window for special numbered editions of The Legacy Collect
Nordson EFD Introduces the Contact versus Jet Dispensing White Paper25.4.2019 12:16:00 CEST | Pressemelding
Nordson EFD , a Nordson company (NASDAQ: NDSN), the world’s leading precision fluid dispensing systems manufacturer, is pleased to introduce its Contact vs. Jet Dispensing white paper. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20190425005027/en/ As products continue to get smaller and smaller, Nordson EFD has developed new solutions to address this growing need to apply precise, repeatable micro-deposits of assembly fluids in production processes worldwide. “We understand the challenges manufacturers face when their process requires bonding tiny substrates and components together,” said Peter Langer, Business Unit Director of Valves at Nordson EFD. “The deposit tolerance requirements are considerable. And there are a number of variables to consider in order to choose the right dispensing method.” This white paper helps manufacturers understand the difference between two of the most common dispensing methods. Contact dispe