PACIFIC DRILLING S.A. (Name of Issuer)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C SCHEDULE 13G Under the Securities Exchange Act f 1934 (Amendment N. )* PACIFIC DRILLING S.A. (Name f Issuer) COMMON STOCK, PAR VALUE OF $.1 PER SHARE (Title f Class f Securities) L7257P25 (CUSIP Number) 12/18/218 (Date f Event Which Requires Filing f this Statement) Check the apprpriate bx t designate the rule pursuant t which this Schedule is filed: x Rule 13d-1 Rule 13d-1(c) Rule 13d-1(d) *The remainder f this cver page shall be filled ut fr a reprting persn's initial filing n this frm with respect t the subject class f securities, and fr any subsequent amendment cntaining infrmatin which wuld alter the disclsures prvided in a prir cver page. The infrmatin required in the remainder f this cver page shall nt be deemed t be "filed" fr the purpse f Sectin 18 f the Securities Exchange Act f 1934 ("Act") r therwise subject t the liabilities f that sectin f the Act but shall be subject t all ther prvisins f the Act (hwever, see the Ntes).

2 CUSIP N. L7257P25 1. Names f Reprting Persns TOR ASIA CREDIT MASTER FUND LP 2. Check the Apprpriate Bx if a Member f a Grup (See Instructins) 3. SEC Use Only 4. Citizenship r Place f Organizatin CAYMAN ISLANDS 5. Sle Vting Pwer Number f Shares Beneficially Owned by Each Reprting Persn With 6. Shared Vting Pwer 4,146,93 7. Sle Dispsitive Pwer 8. Shared Dispsitive Pwer 4,146,93 9. Aggregate Amunt Beneficially Owned by Each Reprting Persn 4,146,93 1. Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares (See Instructins) 11. Percent f Class Represented by Amunt in Rw (9) 12. Type f Reprting Persn (See Instructins) CO 2

3 CUSIP N. L7257P25 1. Names f Reprting Persns TOR INVESTMENT MANAGEMENT (HONG KONG) LIMITED 2. Check the Apprpriate Bx if a Member f a Grup (See Instructins) 3. SEC Use Only 4. Citizenship r Place f Organizatin HONG KONG 5. Sle Vting Pwer Number f Shares Beneficially Owned by Each Reprting Persn With 6. Shared Vting Pwer 4,146,93 7. Sle Dispsitive Pwer 8. Shared Dispsitive Pwer 4,146,93 9. Aggregate Amunt Beneficially Owned by Each Reprting Persn 4,146,93 1. Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares (See Instructins) 11. Percent f Class Represented by Amunt in Rw (9) 12. Type f Reprting Persn (See Instructins) CO 3

4 CUSIP N. L7257P25 1. Names f Reprting Persns EDSPARR PATRIK LENNART 2. Check the Apprpriate Bx if a Member f a Grup (See Instructins) 3. SEC Use Only 4. Citizenship r Place f Organizatin SWEDISH 5. Sle Vting Pwer Number f Shares Beneficially Owned by Each Reprting Persn With 6. Shared Vting Pwer 4,146,93 7. Sle Dispsitive Pwer 8. Shared Dispsitive Pwer 4,146,93 9. Aggregate Amunt Beneficially Owned by Each Reprting Persn 4,146,93 1. Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares (See Instructins) 11. Percent f Class Represented by Amunt in Rw (9) 12. Type f Reprting Persn (See Instructins) IN 4

5 CUSIP N. L7257P25 1. Names f Reprting Persns MIKOSH CHRISTOPHER LOUIS 2. Check the Apprpriate Bx if a Member f a Grup (See Instructins) 3. SEC Use Only 4. Citizenship r Place f Organizatin AMERICAN 5. Sle Vting Pwer Number f Shares Beneficially Owned by Each Reprting Persn With 6. Shared Vting Pwer 4,146,93 7. Sle Dispsitive Pwer 8. Shared Dispsitive Pwer 4,146,93 9. Aggregate Amunt Beneficially Owned by Each Reprting Persn 4,146,93 1. Check if the Aggregate Amunt in Rw (9) Excludes Certain Shares (See Instructins) 11. Percent f Class Represented by Amunt in Rw (9) 12. Type f Reprting Persn (See Instructins) IN 5

6 Item 1. Name f Issuer PACIFIC DRILLING S.A. Address f Issuer s Principal Executive Offices 8-1, Avenue de la Gare Luxemburg, L-161, Luxemburg Item 2. Name f Persn Filing This statement is filed by Tr Investment Management (Hng Kng) Limited, a Hng Kng private cmpany ( Tr ), Tr Asia Credit Master Fund LP ( Master Fund ), Patrik Lennart Edsparr ( Mr. Edsparr ), and Christpher Luis Miksh ( Mr. Miksh ), each with respect t the Issuer s cmmn stck directly wned by the Master Fund. Each f the freging is referred t as a Reprting Persn and cllectively as the Reprting Persns. Messrs Edsparr and Miksh are the majrity wners f Tr. By virtue f this relatinship, they may be deemed t beneficially wn the cmmn stck wned directly by the Master Fund. Address f Principal Business Office r, if nne, Residence: The principal place f business fr Tr and Messers Edsparr and Miksh is Henley Building 19/F, 5 Queen s Rad Central, Hng Kng The principal place f business fr the Master Fund is c/ Intertrust Crprate Services (Cayman) Limited, 19 Elgin Avenue, Gerge Twn, Grand Cayman KY1-95, Cayman Islands (c) (d) (e) Citizenship Tr is incrprated in Hng Kng. The Master Fund is frmed in the Cayman Islands. Mr. Edsparr is a citizen f Sweden. Mr. Miksh is a citizen f the United States. Title f Class f Securities COMMON STOCK, PAR VALUE OF $.1 PER SHARE CUSIP Number L7257P25 Item 3. If this statement is filed pursuant t 24.13d-1 r 24.13d-2 r (c), check whether the persn filing is a: Brker r dealer registered under sectin 15 f the Act (15 U.S.C. 78); Bank as defined in sectin 3(6) f the Act (15 U.S.C. 78c); (c) Insurance cmpany as defined in sectin 3(19) f the Act (15 U.S.C. 78c); (d) Investment cmpany registered under sectin 8 f the Investment Cmpany Act f 194 (15 U.S.C. 8a-8); (e) An investment adviser in accrdance with 24.13d-1(1)(ii)(E); (f) An emplyee benefit plan r endwment fund in accrdance with 24.13d-1(1)(ii)(F); (g) A parent hlding cmpany r cntrl persn in accrdance with 24.13d-1(1)(ii)(G); (h) A savings assciatin as defined in Sectin 3 f the Federal Depsit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded frm the definitin f an investment cmpany under sectin 3(c)(14) f the Investment Cmpany Act f 194 (15 U.S.C. 8a-3); (j) x A nn-u.s. institutin in accrdance with 24.13d 1(1)(ii)(J); (k) Grup, in accrdance with 24.13d 1(1)(ii)(K). If filing as a nn-u.s. institutin in accrdance with 24.13d 1(1)(ii)(J), please specify the type f institutin: 6

7 Item 4. Ownership All wnership infrmatin in this Item 4 is at the clse f business n December 31, 218. TOR ASIA CREDIT MASTER FUND LP (c) Amunt beneficially wned: 4,146,93 Percent f class: Number f shares as t which the persn has: (i) (ii) (iii) (iv) Sle pwer t vte r t direct the vte Shared pwer t vte r t direct the vte 4,146,93 Sle pwer t dispse r t direct the dispsitin f Shared pwer t dispse r t direct the dispsitin f 4,146,93 TOR INVESTMENT MANAGEMENT (HONG KONG) LIMITED (c) Amunt beneficially wned: 4,146,93 Percent f class: Number f shares as t which the persn has: (i) (ii) (iii) (iv) Sle pwer t vte r t direct the vte Shared pwer t vte r t direct the vte 4,146,93 Sle pwer t dispse r t direct the dispsitin f Shared pwer t dispse r t direct the dispsitin f 4,146,93 EDSPARR PATRIK LENNART (c) Amunt beneficially wned: 4,146,93 Percent f class: Number f shares as t which the persn has: (i) Sle pwer t vte r t direct the vte

8 (ii) (iii) (iv) Shared pwer t vte r t direct the vte 4,146,93 Sle pwer t dispse r t direct the dispsitin f Shared pwer t dispse r t direct the dispsitin f 4,146,93 MIKOSH CHRISTOPHER LOUIS (c) Amunt beneficially wned: 4,146,93 Percent f class: Number f shares as t which the persn has: (i) (ii) (iii) (iv) Sle pwer t vte r t direct the vte Shared pwer t vte r t direct the vte 4,146,93 Sle pwer t dispse r t direct the dispsitin f Shared pwer t dispse r t direct the dispsitin f 4,146,93 7

9 Item 5. Ownership f Five Percent r Less f a Class If this statement is being filed t reprt the fact that as f the date heref the reprting persn has ceased t be the beneficial wner f mre than five percent f the class f securities, check the fllwing. Item 6. Nt Applicable. Ownership f Mre than Five Percent n Behalf f Anther Persn Item 7. Nt Applicable. Identificatin and Classificatin f the Subsidiary Which Acquired the Security Being Reprted n By the Parent Hlding Cmpany r Cntrl Persn Item 8. See Ex Identificatin and Classificatin f Members f the Grup Item 9. Ntice f Disslutin f Grup 8

10 Item 1. Certificatin By signing belw I certify that, t the best f my knwledge and belief, the securities referred t abve were acquired and are held in the rdinary curse f business and were nt acquired and are nt held fr the purpse f r with the effect f changing r influencing the cntrl f the issuer f the securities and were nt acquired and are nt held in cnnectin with r as a participant in any transactin having that purpse r effect. By signing belw I certify that, t the best f my knwledge and belief, the freign regulatry scheme applicable t Hng Kng registered Type 9 (asset management) license hlders is substantially cmparable t the regulatry scheme applicable t the functinally equivalent U.S. institutin(s). I als undertake t furnish t the Cmmissin staff, upn request, infrmatin that wuld therwise be disclsed in a Schedule 13D. After reasnable inquiry and t the best f my knwledge and belief, I certify that the infrmatin set frth in this statement is true, cmplete and crrect. Date: February 12, 219 TOR ASIA CREDIT MASTER FUND LP Name f Entity /s/ James Sweeney James Sweeney / Authrized Signatry DATE : February 12, 219 TOR INVESTMENT MANAGEMENT (HONG KONG) LIMITED Name f Entity /s/ James Sweeney James Sweeney / Directr February 12, 219 Date /s/ Patrik Lennart Edsparr Patrik Lennart Edsparr February 12, 219 Date /s/ Christpher Luis Miksh Christpher Luis Miksh ATTENTION Intentinal misstatements r missins f fact cnstitute Federal Criminal Vilatins (See 18 U.S.C. 11). 9

11 Exhibit 99.1 EXHIBIT 1 JOINT ACQUISTION AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknwledge and agree that the freging statement n Schedule 13G, is filed n behalf f each f the undersigned and that all subsequent amendments t this statement n Schedule 13G, shall be filed n behalf f each f the undersigned withut the necessity f filing additinal jint acquisitin statements. The undersigned acknwledge that each shall be respnsible fr the timely filing f such amendments, and fr the cmpleteness and accuracy f the infrmatin cncerning him r it cntained therein, but shall nt be respnsible fr the cmpleteness and accuracy f the infrmatin cncerning the thers, except t the extent that he r it knws r has reasn t believe that such infrmatin is inaccurate. DATED: February 12, 219 TOR ASIA CREDIT MASTER FUND LP Name f Entity /s/ James Sweeney James Sweeney / Authrized Signatry TOR INVESTMENT MANAGEMENT (HONG KONG) LIMITED Name f Entity /s/ James Sweeney James Sweeney / Directr /s/ Patrik Lennart Edsparr Patrik Lennart Edsparr /s/ Christpher Luis Miksh Christpher Luis Miksh