Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )* 

Pacific Drilling S.A.

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

L7257P114

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.

CUSIP No.  L7257P114

SCHEDULE 13G

Page 2 of 7 Pages

 

 

CUSIP No.  L7257P114

SCHEDULE 13G

Page 3 of 7 Pages

 

Pacific Drilling S.A.

(b) Address of Issuer’s Principal Executive Offices

8-10 Avenue de la Gare, L-1610 Luxembourg

Item 2.

(a) Name of Person Filing

Abrams Capital Partners II, L.P.

Abrams Capital, LLC

Abrams Capital Management, LLC

Abrams Capital Management, L.P.

David Abrams

(b) Address of Principal Business Office, or, if none, Residence

Abrams Capital Partners II, L.P.

 

CUSIP No.  L7257P114

SCHEDULE 13G

Page 4 of 7 Pages

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	☐	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. L7257P114

SCHEDULE 13G

Page 5 of 7 Pages

 

 

Item 4. Ownership**

 

The percentages herein are calculated based upon the statement in the Issuer's Registration Statement on Form F-1, as filed with the SEC on December 18, 2018, that there were 75,000,000 outstanding Common Shares of the Issuer as of December 14, 2018.

 

(a) Amount beneficially owned

Abrams Capital Partners II, L.P. – 5,974,140 shares

Abrams Capital, LLC – 7,019,436 shares

Abrams Capital Management, LLC – 7,414,537 shares

Abrams Capital Management, L.P. – 7,414,537 shares

David Abrams – 7,414,537 shares

(b) Percent of class

(c) Number of shares as to which the person has voting and dispositive power:

(i) Sole power to vote or to direct the vote

Abrams Capital Management, LLC – 0 shares

Abrams Capital Management, L.P. – 0 shares

David Abrams – 0 shares

 

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

Abrams Capital Management, LLC –0 shares

Abrams Capital Management, L.P. – 0 shares

David Abrams – 0 shares

 

(iv) Shared power to dispose or to direct the disposition of

 

** Shares reported herein for Abrams Capital Partners II, L.P. ("ACP II") represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC ("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 Capital Management, L.P. ("Abrams CM LP") and Abrams Capital Management, LLC ("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. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

Item 9. Notice of Dissolution of Group

 

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits                   Exhibit

99.1                        Joint Filing Agreement by and among the Reporting Persons.

	ABRAMS CAPITAL PARTNERS II, L.P.
	By: Abrams Capital, LLC
	Its General Partner
	By:	/s/ David Abrams
		Name:	David Abrams
		Title:	Managing Member

 

	ABRAMS CAPITAL, LLC
	By:	/s/ David Abrams
		Name:	David Abrams
		Title:	Managing Member

 

	ABRAMS CAPITAL MANAGEMENT, LLC
	By:	/s/ David Abrams
		Name:	David Abrams
		Title:	Managing Member

 

	ABRAMS CAPITAL MANAGEMENT, L.P.
	By: Abrams Capital Management, LLC
	Its General Partner
	By:	/s/ David Abrams
		Name:	David Abrams
		Title:	Managing Member