Company Overview
| Company Name |
PACIFIC DRILLING S.A. |
| Company Address |
16 AVENUE PASTEUR
L-2310
NONE NONE |
| Company Phone |
NONE |
| Company Website |
www.pacificdrilling.com |
| CEO |
Christian J. Beckett |
| Employees (as of 6/30/2011) |
461 |
| State of Inc |
-- |
| Fiscal Year End |
12/31 |
| Status |
Priced (11/11/2011) |
| Proposed Symbol |
PACD |
| Exchange |
New York Stock Exchange |
| Share Price |
$8.25 |
| Shares Offered |
6,000,000 |
| Offer Amount |
$49,500,000.00 |
| Total Expenses |
$2,250,000.00 |
| Shares Over Alloted |
0 |
| Shareholder Shares Offered |
-- |
| Shares Outstanding |
216,000,000 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
5/9/2012 |
| Quiet Period Expiration |
12/21/2011 |
| CIK |
0001517342 |
We will receive net proceeds from this offering of approximately $43.3
million, or approximately $50.1 million if the underwriters exercise their
over-allotment option in full, in each case after deducting underwriting
discounts, commissions, structuring fees and estimated offering expenses
payable by us.
The principal purposes of this offering are to increase our visibility in the
marketplace and create a liquid public market in the United States for our
common shares. As of the date of this prospectus, we cannot specify with
certainty all of the particular uses for these proceeds or the amounts that
we plan to use for any particular purpose. Accordingly, our management team
will have broad discretion in using these proceeds. However, we currently
expect to use the net proceeds of this offering, including any exercise of
the underwriters’ over-allotment option, primarily for general corporate
purposes, which may include working capital, general and administrative
matters and capital expenditures. We may also use a portion of these proceeds
to make the down payment for a seventh drillship if we determine to exercise
our option with SHI, although we have not made any determination with respect
to the exercise of the option as of the date of this prospectus.
The contract drilling industry is highly competitive. Demand for contract
drilling and related services is influenced by a number of factors, including
the current and expected prices of oil and natural gas and the expenditures
of oil and natural gas companies for exploration and development of oil and
natural gas. In addition, demand for drilling services remains dependent on
a variety of political and economic factors beyond our control, including
worldwide demand for oil and natural gas, the ability of OPEC to set and
maintain production levels and pricing, the level of production of non-OPEC
countries, local infrastructure and human resources constraints, and the
policies of the various governments regarding exploration and development
of their oil and natural gas reserves.
Drilling contracts are generally awarded on a competitive bid or negotiated
basis. Pricing is often the primary factor in determining which qualified
contractor is awarded a job. Rig availability, capabilities, age and each
contractor’s safety performance record and reputation for quality also can
be key factors in the determination. Operators also may consider crew
experience, technical and engineering support, rig location and efficiency,
as well as long-term relationships with major international oil companies
and national oil companies.
We are primarily focused on the ultra-deepwater market. The term
“ultra-deepwater,” as used in the drilling industry to denote a particular
sector of the market, can vary and continues to evolve with technological
improvements. We generally consider ultra-deepwater to begin at water depths
of approximately 7,500 feet and to extend to the maximum water depths in
which rigs are capable of drilling, which is currently approximately 12,000
feet. Although we are primarily focused on the ultra-deepwater market, our
drillships can operate in water depths as shallow as 1,000 feet, and we may
also compete to provide services at shallower depths than ultra-deepwater.
Our competition ranges from large international companies offering a wide
range of drilling and other oilfield services to smaller, locally owned
companies. Competition for offshore drilling rigs is usually on a global
basis, as these offshore drilling rigs are highly mobile and may be moved
from one region to another in response to demand.
We believe that the market for drilling contracts will continue to be highly
competitive for the foreseeable future. We believe that our fleet of newly
constructed premium high-specification drillships provides us with
a competitive advantage over competitors with older fleets, as
high-specification drilling units are generally better suited to meet the
requirements of customers for drilling in deepwater, complex geological
formations with challenging well profiles. However, certain competitors may
have greater financial resources than we do, which may enable them to better
withstand periods of low utilization, and compete more effectively on the
basis of price.
Company Description
We are an international offshore drilling company committed to becoming
a preferred provider of ultra-deepwater drilling services to the oil and
natural gas industry through the use of high-specification drillships. Our
primary business is to contract our ultra-deepwater drilling rigs, related
equipment and work crews, primarily on a dayrate basis, to drill wells for
our customers. Led by a team of seasoned professionals with significant
experience in the oil services and ultra-deepwater drilling sectors, we
specialize in the technically demanding segments of the offshore drilling
business.
We are primarily focused on the ultra-deepwater market. The term
“ultra-deepwater,” as used in the drilling industry to denote a particular
sector of the market, can vary and continues to evolve with technological
improvements. We generally consider ultra-deepwater to begin at water depths
of more than 7,500 feet and to extend to the maximum water depths in which
rigs are capable of drilling, which is currently approximately 12,000 feet.
Although we are primarily focused on the ultra-deepwater market, our
drillships can also operate in water depths as shallow as 1,000 feet, giving
us the ability to compete for jobs targeting shallower depths than
ultra-deepwater.
Following completion of construction, our fully-deployed fleet will consist
of six newly constructed sixth generation ultra-deepwater drillships,
representing one of the youngest and most technologically advanced fleets in
the world. We currently operate three recently delivered drillships, have one
drillship under construction and have entered into contracts to construct two
additional drillships. The Pacific Bora recently completed its customer
requested upgrades and modifications and entered service in Nigeria on August
26, 2011 under a three-year contract with a subsidiary of Chevron
Corporation (“Chevron”). The Pacific Scirocco is expected to enter service
in Nigeria in December 2011 under a one-year contract with a subsidiary of
Total S.A. (“Total”). The Pacific Mistral is expected to enter service in
Brazil in December 2011 under a three-year contract with a subsidiary of
Petróleo Brasileiro S.A. (“Petrobras”). The Pacific Santa Ana is currently
under construction by Samsung Heavy Industries (“SHI”), and is scheduled for
delivery in December 2011. The Pacific Santa Ana is expected to enter service
in the U.S. Gulf of Mexico in the first quarter of 2012 under a five-year
contract with a subsidiary of Chevron. We entered into contracts with SHI in
March 2011 for the construction of our fifth and sixth new
advanced-capability, ultra-deepwater drillships, the Pacific Khamsin and the
Pacific Sharav , which are expected to be delivered in the second and third
quarters of 2013, respectively.
In June 2011, we signed an agreement with SHI granting us an option through
October 31, 2011, which was extended through January 31, 2012, to purchase
a seventh drillship at substantially the same price and terms and conditions
as the contracts for the Pacific Khamsin and the Pacific Sharav . We will
continue to evaluate the long-term conditions of the deepwater drilling
market to determine whether to exercise this option.
Because our drillships are highly mobile, our fleet will operate in a single,
global market for the provision of contract drilling services to the
deepwater exploration and production industry. Deepwater and ultra-deepwater
drillships typically compete in many of the same markets as high-specification
semi-submersible rigs. However, newer ultra-deepwater drillships like those
in our fleet generally have greater load capacity and are more mobile than
semi-submersible rigs, making them better suited for drilling in remote
locations where re-supply is more difficult, and for exploration programs
that require frequent rig relocation. All of our drillships are
self-propelled and dynamically positioned and have large carrying capacity.
We believe the long-term prospects for deepwater drilling are positive given
the expected growth in oil and gas consumption from developing nations,
limited growth in crude oil supplies and high depletion rates of mature oil
and gas fields. Recent geologic successes in deepwater basins, improving
access to promising deepwater areas and new, more efficient technologies,
are expected to be catalysts for the long-term exploration and development
of deepwater fields. The location of our drillships and the allocation of
resources to build or upgrade rigs will be determined by the activities and
needs of our customers. Currently, our four existing drillships are committed
to work in the deepwater regions of the U.S. Gulf of Mexico, Brazil and West
Africa, which are the three most active deepwater basins in the world.
------
Our principal executive offices and registered office in Luxembourg is
located at 16, Avenue Pasteur, L-2310 Luxembourg. Our operational headquarters
are located at 3050 Post Oak Blvd., Suite 1500, Houston, Texas 77056. Our
telephone number at this address is (713) 334-6662. Investors should contact
us for any inquiries through the address and telephone number of our
operational headquarters. Our website is www.pacificdrilling.com.