Washington, D.C. 20549
(Amendment No. 1)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
*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 disclosures
provided in a prior cover page.
The information required on 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 (the “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).
CUSIP No. L7257P106
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Page 1 of 10
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1
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NAMES OF REPORTING PERSONS
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Avenue Capital Management II, L.P.
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2
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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
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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1
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NAMES OF REPORTING PERSONS
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Avenue Capital Management II GenPar, LLC
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2
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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
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CUSIP No. L7257P106
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Page 3 of 10
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1
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NAMES OF REPORTING PERSONS
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Avenue Europe International Management, L.P.
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2
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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
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CUSIP No. L7257P106
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Page 4 of 10
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1
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NAMES OF REPORTING PERSONS
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Avenue Europe International Management GenPar, LLC
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2
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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
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CUSIP No. L7257P106
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Page 5 of 10
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1
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NAMES OF REPORTING PERSONS
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Marc Lasry
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2
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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
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CUSIP No. L7257P106
This Amendment No. 1 (this “Amendment”) to the Schedule 13G filed on February 14, 2019 (the “Schedule 13G”) is being filed on February 12, 2020 on behalf of Avenue Capital Management II, L.P.
(“Avenue Capital Management”), Avenue Capital Management II GenPar, LLC, Avenue Europe International Management, L.P., Avenue Europe International Management GenPar, LLC and Marc Lasry (collectively, the “Reporting Persons”) relating to shares of
Common Stock, par value $0.01 per share (the “Common Stock”), of Pacific Drilling S.A. (the “Issuer”).
ITEM 1.
ITEM 2.
This Amendment is being filed jointly by the Reporting Persons.
The address of the business of each of the Reporting Persons is:
c/o Avenue Capital Management II, L.P.
11 West 42nd Street, 9th Floor
New York, New York 10036
Not applicable.
Items 5 through 9 of each of the cover pages to this Amendment are incorporated herein by reference.
Collectively, the securities reported in this Amendment are held directly by: (i) Avenue Energy Opportunities Fund, L.P., Avenue Energy Opportunities Fund II, L.P., Avenue PPF Opportunities Fund,
L.P., Avenue Special Opportunities Fund II, L.P. and Avenue Strategic Opportunities Fund, L.P. (the “US Funds”) and (ii) Avenue ASRS Europe Opportunities Fund, L.P., Avenue Europe Opportunities Master Fund, L.P., Avenue Europe Special Situations Fund
III (Euro), L.P., and Avenue Europe Special Situations Fund III (U.S.), L.P. (the “Europe Funds”) and together with the U.S. Funds, the “Funds”).
Avenue Capital Management II, L.P. is the investment manager of the US Funds and may be deemed to have voting and dispositive power over the 13,973,624 shares owned by such entities. Avenue Europe
International Management, L.P. is the investment manager of the Europe Funds and may be deemed to have voting and dispositive power over the 5,285,950 shares owned by such entities.
Avenue Capital Management II GenPar, LLC is the general partner of Avenue Capital Management II, L.P. Avenue Europe International Management GenPar, LLC is the general partner of Avenue Europe
International Management, L.P. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC and Avenue Europe International Management GenPar, LLC.
Except for Mr. Lasry, each Reporting Person disclaims beneficial ownership of all Common Shares owned directly by the Funds. Neither the filing of this Amendment nor any of its contents shall be
deemed to constitute an admission by such Reporting Person that it is the beneficial owner of any of the Common Shares referred to herein for purposes of Section 13(d) of the Act, or for any other purpose (including, without limitation, any tax
purposes), and such beneficial ownership is expressly disclaimed.
Mr. Lasry is deemed to be the indirect beneficial owner of the securities reported by the Funds by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary
interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Act) is a fractional interest in such amount.
See also, Item 8.
Not applicable.
Not applicable.
Not applicable.
The information set forth on Item 2 and Item 4 above is incorporated herein by reference.
Certain of the Funds entered into a Governance Agreement dated November 19, 2018 (the “Governance Agreement”) with the Issuer, certain funds affiliated with Strategic Value Partners, LLC (the “SVP Group”) and certain
other shareholder parties thereto (the “Other Holders”). Pursuant to the Governance Agreement, the Funds and the SVP Group have agreed with one another (and for avoidance of doubt, not with any of the Other Holders), among other things, to vote their
Common Shares to elect members of the Board of the Directors of the Issuer as set forth therein.
Because of the relationship between the Funds and the SVP Group as a result of the Governance Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own 38,583,4881
Common Shares of the Issuer (inclusive of the 19,259,574 Common Shares beneficially owned by the Reporting Persons), which represents 51.4% of the total number of outstanding Common Shares of the Issuer (based on a total of 75,000,000 Common Shares
outstanding as of June 30, 2019, as reported in the Issuer’s Form 6-K filed with the SEC on August 13, 2019).
The Governance Agreement is filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form F-1, File No. 333-228867, filed with the SEC on December 18, 2018 and is hereby incorporated by reference. The foregoing
summary is qualified in its entirety by the terms thereof.
Not applicable.
Not applicable.
1 Based upon 19,323,914 shares of Common Stock reported by the SVP Group on their Schedule 13G filed with the SEC on February 14, 2019.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2020