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Pacific Drilling – Requests Authority for $1.5 Billion in Exit Financing, Seeks Related Seal

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August 10, 2018 – Pacific Drilling requested Court authority to enter into an exit financing commitment letter and related agreements and incur and pay certain related fees and/or premiums, indemnities, costs, and expenses [Docket No. 481]. The Court documents explain, “The funds necessary for the Debtors to consummate the transactions described in the Plan and assure adequate working capital post-emergence requires entry into a series of financing transactions. First, the Plan contemplates a new $700 million issuance of senior secured first lien notes (the ‘New First Lien Notes’) due in 2023. The New First Lien Notes financing is a committed financing provided by Credit Suisse Securities (USA) LLC (‘CS Securities’) and will be secured on a first-priority basis by (i) perfected pledges of all capital stock held by the Company or any Guarantor and (ii) perfected security interests in, and mortgages on, substantially all other existing and newly acquired assets of the Company and the Guarantors (including but not limited to vessels, insurance claims, earnings assignments, cash and collateral accounts) (collectively, the ‘Collateral’). Second, the Plan contemplates a new $300 million issuance of senior secured second lien PIK toggle notes maturing seven years after their issuance, with interest payable either fully in kind or, at the Debtors’ election, subject to restrictions contained in the documentation for the New First Lien Notes, in cash, secured on a second-priority basis by the Collateral (the ‘New Second Lien PIK Toggle Notes’ and, together with the New First Lien Notes, the ‘New Notes’). Finally, the Plan contemplates a $500 million rights offering (the ‘Rights Offering’), which will provide Eligible Holders (in each case, as defined in the Rights Offering Procedures Motion) the right to purchase new shares of reorganized PDSA (the ‘New Common Shares’), and which will be fully committed by the Ad Hoc Group. As described in the Plan, the proceeds of the New Notes and the Rights Offering will be used to substantially deleverage the Debtors’ balance sheet and assure adequate working capital post-emergence. The ability to issue the New Notes is fundamental to the Debtors’ ability to consummate the Plan. For CS Securities to act as exclusive bookrunning managing initial purchaser with respect to the New Notes, and to commit to purchase the New First Lien Notes, the Debtors seek authorization to enter into the following documents (collectively, the ‘Commitment Documents’) relating to the New First Lien Notes (the ‘First Lien Exit Facility’) and the New Second Lien PIK Toggle Notes (the ‘Second Lien Exit Facility’ and, together with the First Lien Exit Facility, the ‘Exit Facilities’). The Commitment Letter (the ‘Commitment Letter’) by and between PDSA and CS Securities to, among other things, (i) arrange the First Lien Exit Facility in the aggregate principal amount of not less than $700 million, (ii) arrange, on an uncommitted basis, the Second Lien Exit Facility (subject to the Second Lien Commitment Agreement), and (iii) execute and deliver a purchase agreement to purchase up to $700 million in aggregate principal amount of New First Lien Notes, in each case on the terms and subject to the conditions specified therein; and that certain Fee Letter (the ‘Fee Letter’) by and between CS Securities and PDSA relating to the payment of certain premiums, fees and expenses relating to the Commitment Letter. The Exit Facilities provide the foundation for the Reorganized Debtors’ capital structure at emergence and are central components of the Plan.” The Court scheduled an August 23, 2018 hearing to consider the exit facility commitment letter with objections due by August 17, 2018. The Court subsequently approved the exit facility commitment letter [Docket No. 482]. The Debtors also filed with the Court a motion to file under seal redacted portions of the fee letters related to the exit financing approval motion to protect a narrow category of confidential commercial information contained in the letter between PDSA and Credit Suisse Securities (USA) LLC (‘CS Securities’) related to commitment, placement and alternate transaction fees payable to CS Securities and the terms of the market “flex”, in connection with the exit financing contemplated by the Commitment Letter [Docket No. 483].

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