Pacific Drilling Announces Pricing of Private Offering of $750 Million of 5.375% Senior Secured Note

Pacific Drilling Announces Pricing of Private Offering of $750 Million of 5.375% Senior Secured Notes Due 2020

LUXEMBOURG--(BUSINESS WIRE)-- Pacific Drilling S.A. (NYSE: PACD) (NOTC: PDSA) ("Pacific Drilling") announced today the pricing of the private placement to eligible purchasers of $750 million in aggregate principal amount of Pacific Drilling's 5.375% senior secured notes due 2020. The notes mature on June 1, 2020 and will be issued at par. Proceeds from this offering, together with the proceeds from Pacific Drilling's proposed $750 million senior secured term loan facility and entry into Pacific Drilling's proposed $500 million senior secured revolving credit facility, will be used (i) to repay in full existing borrowings under Pacific Drilling's Project Facilities Agreement, (ii) to replace Pacific Drilling's existing temporary importation bond credit facilities, (iii) to pay transaction fees and expenses incurred in connection with the proposed transactions and (iv) for general corporate purposes.

The offering is expected to close on June 3, 2013 concurrently with entry into the new senior secured term loan facility and new senior secured revolving credit facility subject to customary closing conditions.


The notes will be guaranteed initially by Pacific Drilling's subsidiaries that own the Pacific Bora, the Pacific Mistral, the Pacific Scirocco and the Pacific Santa Ana (the "Collateral Vessels") and by certain other subsidiaries. The notes will be secured by liens on the Collateral Vessels and related assets, on an equal and ratable, first priority basis with the obligations under the proposed new senior secured revolving credit facility, the proposed new senior secured term loan facility and certain future obligations, subject to payment priorities in favor of the lenders under our new senior secured revolving credit facility pursuant to the terms of an intercreditor agreement.

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. Pacific Drilling 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 business plan may change as circumstances warrant and the private placement of senior secured notes may not ultimately be completed because of general market conditions, the failure to close or enter into the new senior secured term loan facility or new senior secured revolving credit facility 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.



Pacific Drilling
William Restrepo, +1 832 255 0486
Chief Financial Officer
Investor@pacificdrilling.com

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