United states securities and exchange commission

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
FORM 20-F

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

☒	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 001-35345
 

PACIFIC DRILLING S.A.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Luxembourg

(Jurisdiction of incorporation or organization)

8-10, Avenue de la Gare

L-1610 Luxembourg

(Address of principal executive offices)

Lisa Manget Buchanan

Senior Vice President, General Counsel and Secretary

11700 Katy Freeway, Suite 175

Houston, Texas 77079

Phone [phone]

Fax [phone]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act. None.

Securities registered or to be registered pursuant to Section 12(g) of the Act. None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Title of each class

Common shares, $0.01 par value per share

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2017, there were 21,338,602 shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☐  No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes  ☐  No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer  ☐		Accelerated filer  ☐			Non-accelerated filer  ☒	Emerging growth company  ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†  The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☒		International Financial Reporting Standards as issued		Other  ☐
		by the International Accounting Standards Board  ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.  Item  17  ☐  Item  18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐  No  ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes  ☐  No  ☐

 

 

 

 

 

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		4
PART I		4
ITEM 1.       IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		4
ITEM 2.       OFFER STATISTICS AND EXPECTED TIMETABLE		4
ITEM 3.       KEY INFORMATION		4
A. SELECTED FINANCIAL DATA		4
B. CAPITALIZATION AND INDEBTEDNESS		6
C. REASONS FOR THE OFFER AND USE OF PROCEEDS		6
D. RISK FACTORS		6
ITEM 4.       INFORMATION ON THE COMPANY		20
A. HISTORY AND DEVELOPMENT OF THE COMPANY		20
B. BUSINESS OVERVIEW		21
C. ORGANIZATIONAL STRUCTURE		27
D. PROPERTY, PLANT AND EQUIPMENT		28
ITEM 4A.    UNRESOLVED STAFF COMMENTS		28
ITEM 5.       OPERATING AND FINANCIAL REVIEW AND PROSPECTS		28
A. OPERATING RESULTS		28
B. LIQUIDITY AND CAPITAL RESOURCES		38
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.		42
D. TREND INFORMATION		43
E. OFF-BALANCE SHEET ARRANGEMENTS		44
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS		44
G. SAFE HARBOR		44
ITEM 6.       DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		44
A. DIRECTORS AND SENIOR MANAGEMENT		44
B. COMPENSATION		49
C. BOARD PRACTICES		51
D. EMPLOYEES		53
E. SHARE OWNERSHIP		54
ITEM 7.        MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		55
A. MAJOR SHAREHOLDERS		55
B. RELATED PARTY TRANSACTIONS		55
C. INTERESTS OF EXPERTS AND COUNSEL		55
ITEM 8.       FINANCIAL INFORMATION		55
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION		55
B. SIGNIFICANT CHANGES		56
ITEM 9.       THE OFFER AND LISTING		57
A. OFFER AND LISTING DETAILS		57
B. PLAN OF DISTRIBUTION		58
C. MARKETS		58
D. SELLING SHAREHOLDERS		58
E. DILUTION		58
F. EXPENSES OF THE ISSUE		58
ITEM 10.    ADDITIONAL INFORMATION		58
A. SHARE CAPITAL		58
B. MEMORANDUM AND ARTICLES OF ASSOCIATION		58
C. MATERIAL CONTRACTS		62
D. EXCHANGE CONTROLS		62
E. TAXATION		62
F. DIVIDENDS AND PAYING AGENTS		68
G. STATEMENT BY EXPERTS		68
H. DOCUMENTS ON DISPLAY		69
I. SUBSIDIARY INFORMATION		69

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		Page
ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		69
ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		69
A. DEBT SECURITIES		69
B. WARRANTS AND RIGHTS		69
C. OTHER SECURITIES		69
D. AMERICAN DEPOSITORY SHARES		70
PART II		70
ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		70
ITEM 14.     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		70
ITEM 15.    CONTROLS AND PROCEDURES		70
ITEM 16.    RESERVED		72
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT		72
ITEM 16B. CODE OF ETHICS		72
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES		72
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		73
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		73
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		73
ITEM 16G. CORPORATE GOVERNANCE		73
ITEM 16H. MINE SAFETY DISCLOSURE		73
PART III		74
ITEM 17.   FINANCIAL STATEMENTS		74
ITEM 18.   FINANCIAL STATEMENTS		74
ITEM 19.   EXHIBITS		75

 

 

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FORWARD-LOOKING STATEMENTS

This annual report contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “will” and similar terms and phrases, which are not generally historical in nature, including references to assumptions. The assumptions and bases used to make any forward-looking statements, while reasonable and made in good faith, almost always vary from the actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances.

Any forward-looking statements contained in this annual report should not be relied upon as predictions of future events as no assurance can be given that the expectations expressed in any forward-looking statements will prove to be correct. You should thoroughly read this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. Some important factors that could cause actual results to differ materially from those in the forward-looking statements are, in certain instances, included with such forward-looking statements and Item 3.D., “Risk Factors” in this annual report. Additionally, new risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this annual report, which represent the best judgment of our management. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.