Pacific Drilling S.A. (NYSE: PACD) (NOTC: PDSA) (“Pacific Drilling”) announced today the pricing of the private placement to eligible purchasers of $500 million in aggregate principal amount of 7.250% senior secured notes due 2017 by its indirect, wholly owned subsidiary, Pacific Drilling V Limited (“PDV”). The notes mature on December 1, 2017 and will be issued at 99.483% of par. The offering is expected to close on November 28, 2012, subject to customary closing conditions. Proceeds from this offering will be used to fund the remaining construction payments on the Pacific Khamsin and for general corporate purposes. The notes will be guaranteed by Pacific Drilling and certain of PDV’s future subsidiaries, if any, and the notes will be secured by certain assets of, and by a pledge of the stock of, PDV. The securities to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. PDV plans to offer and sell the notes only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This press release includes statements regarding this private placement that may constitute forward-looking statements within the meaning of U.S. securities laws. These forward-looking statements involve certain risks and uncertainties, including, among others, Pacific Drilling’s and PDV’s business plans may change as circumstances warrant and the private placement of senior secured notes may not ultimately be completed because of general market conditions or other factors. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. Factors that can affect future results are discussed in Pacific Drilling's filings with the U.S. Securities and Exchange Commission. Pacific Drilling undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.