UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )* 

Pacific Drilling S.A.

(Name of Issuer)	
 
Common Shares, $0.01 par value per share	
	
(Title of Class of Securities)	
 
L7257P114	
	
(CUSIP Number)	

December 31, 2018	
(Date of Event Which Requires Filing of this Statement)	

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)
☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.

 

CUSIP No.  L7257P114	  SCHEDULE 13G	Page 2 of 7 Pages	

 	 	 	 	 	
1	NAME OF REPORTING PERSONS

Abrams Capital Partners II, L.P.

Abrams Capital, LLC 

Abrams Capital Management, LLC
Abrams Capital Management, L.P.

David Abrams

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Abrams Capital Partners II, L.P.– Delaware
Abrams Capital, LLC – Delaware

Abrams Capital Management, LLC – Delaware
Abrams Capital Management, L.P. – Delaware

David Abrams – United States	
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
Abrams Capital Partners II, L.P. – 0 shares

Abrams Capital, LLC – 0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares

David Abrams – 0 shares
	
	6	SHARED VOTING POWER
 
Abrams Capital Partners II, L.P. – 5,974,140 shares

Abrams Capital, LLC – 7,019,436 shares

Abrams Capital Management, LLC – 7,414,537 shares
Abrams Capital Management, L.P. – 7,414,537 shares

David Abrams – 7,414,537 shares

Refer to Item 4 below.	
	7	SOLE DISPOSITIVE POWER
 
Abrams Capital Partners II, L.P. – 0 shares

Abrams Capital, LLC – 0 shares

Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares

David Abrams– 0 shares
	
	8	SHARED DISPOSITIVE POWER
 
Abrams Capital Partners II, L.P. – 5,974,140 shares
Abrams Capital, LLC – 7,019,436 shares
Abrams Capital Management, LLC – 7,414,537 shares
Abrams Capital Management, L.P. – 7,414,537 shares
David Abrams – 7,414,537 shares
 
Refer to Item 4 below.	

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
Abrams Capital Partners II, L.P. – 5,974,140 shares
Abrams Capital, LLC – 7,019,436 shares
Abrams Capital Management, LLC – 7,414,537 shares
Abrams Capital Management, L.P. – 7,414,537 shares
David Abrams – 7,414,537 shares
 
Refer to Item 4 below.	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

   	☐	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Abrams Capital Partners II, L.P. – 7.97%
Abrams Capital, LLC – 9.36%

Abrams Capital Management, LLC – 9.89%
Abrams Capital Management, L.P. – 9.89%

David Abrams – 9.89%
 
Refer to Item 4 below.	
12	TYPE OF REPORTING PERSON (See Instructions)
 
Abrams Capital Partners II, L.P.– OO (Limited Partnership)

Abrams Capital, LLC – OO ( Limited Liability Company)

Abrams Capital Management, LLC – OO ( Limited Liability Company)
Abrams Capital Management, L.P. – OO (Limited Partnership)

David Abrams – IN	

 

CUSIP No.  L7257P114	  SCHEDULE 13G	Page 3 of 7 Pages	

Item 1.		(a) Name of Issuer	

Pacific Drilling S.A.

		(b) Address of Issuer’s Principal Executive Offices	

8-10 Avenue de la Gare, L-1610 Luxembourg

Item 2.		(a) Name of Person Filing	

Abrams Capital Partners II, L.P.

Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.

David Abrams

		(b) Address of Principal Business Office, or, if none, Residence	

Abrams Capital Partners II, L.P.

Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.

David Abrams
c/o Abrams Capital Management, L.P.
222 Berkeley Street, 21st Floor
Boston, MA 02116

		(c) Citizenship	

Abrams Capital Partners II, L.P.- Delaware
Abrams Capital, LLC- Delaware
Abrams Capital Management, LLC - Delaware
Abrams Capital Management, L.P. - Delaware

David Abrams - United States

 		(d) Title of Class of Securities	

Common Shares, $0.01 par value per share

 		(d) CUSIP No.:	

L7257P114

 

 
CUSIP No.  L7257P114	  SCHEDULE 13G	Page 4 of 7 Pages	

 	

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:	

 	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);	
 		
 	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);	
 		
 	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);	
 		
 	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);	
 		
 	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);	
 		
 	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);	
 		
 	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);	
 		
 	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);	
 		
 	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);	
 		
 	(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);	

 	(k)	☐	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                             	

If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. L7257P114	  SCHEDULE 13G	Page 5 of 7 Pages	

 
Item 4. Ownership**
 
The percentages herein are calculated based upon the statement in the Issuer's Registration Statement on Form F-1, as filed with the SEC on December 18, 2018, that there were 75,000,000 outstanding Common Shares of the Issuer as of December 14, 2018.
 
(a) Amount beneficially owned

Abrams Capital Partners II, L.P. – 5,974,140 shares
Abrams Capital, LLC – 7,019,436 shares
Abrams Capital Management, LLC – 7,414,537 shares
Abrams Capital Management, L.P. – 7,414,537 shares
David Abrams – 7,414,537 shares

(b) Percent of class

Abrams Capital Partners II, L.P. – 7.97%
Abrams Capital, LLC – 9.36%
Abrams Capital Management, LLC – 9.89%
Abrams Capital Management, L.P. – 9.89%
David Abrams – 9.89%

(c) Number of shares as to which the person has voting and dispositive power:
(i) Sole power to vote or to direct the vote

Abrams Capital Partners II, L.P.– 0 shares
Abrams Capital, LLC–0 shares
Abrams Capital Management, LLC – 0 shares
Abrams Capital Management, L.P. – 0 shares

David Abrams – 0 shares
 
(ii) Shared power to vote or to direct the vote

Abrams Capital Partners II, L.P. – 5,974,140 shares
Abrams Capital, LLC – 7,019,436 shares
Abrams Capital Management, LLC – 7,414,537 shares
Abrams Capital Management, L.P. – 7,414,537 shares
David Abrams – 7,414,537 shares

(iii) Sole power to dispose or to direct the disposition of

Abrams Capital Partners II, L.P.– 0 shares
Abrams Capital, LLC–0 shares
Abrams Capital Management, LLC –0 shares
Abrams Capital Management, L.P. – 0 shares

David Abrams – 0 shares
 
(iv) Shared power to dispose or to direct the disposition of

Abrams Capital Partners II, L.P. – 5,974,140 shares
Abrams Capital, LLC – 7,019,436 shares
Abrams Capital Management, LLC – 7,414,537 shares
Abrams Capital Management, L.P. – 7,414,537 shares
David Abrams – 7,414,537 shares

** Shares reported herein for Abrams Capital Partners II, L.P. ("ACP II") represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC ("Abrams Capital") represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. ("Abrams CM LP") and Abrams Capital Management, LLC ("Abrams CM LLC") represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person
 
Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
 
Not Applicable

Item 8. Identification and Classification of Members of the Group
 
Not Applicable

Item 9. Notice of Dissolution of Group
 
Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits                   Exhibit
99.1                        Joint Filing Agreement by and among the Reporting Persons.

CUSIP No.  L7257P114	  SCHEDULE 13G	Page 6 of 7 Pages	

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 14, 2019

 

 	ABRAMS CAPITAL PARTNERS II, L.P.	
 	By: Abrams Capital, LLC	
 	       Its General Partner	
 	 	 	 	
 	By: 	 /s/ David Abrams	
 	 	Name: 	 David Abrams	
 	 	Title:	Managing Member	
 
 	ABRAMS CAPITAL, LLC	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	 David Abrams	
 	 	Title:	Managing Member	
 
 	ABRAMS CAPITAL MANAGEMENT, LLC	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	 David Abrams	
 	 	Title:	 Managing Member	

 

 	ABRAMS CAPITAL MANAGEMENT, L.P.	
 	By: Abrams Capital Management, LLC	
 	       Its General Partner	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	 David Abrams	
 	 	Title:	Managing Member	

 

 	David Abrams	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	David Abrams	
 	 	Title:	Individually	

 

CUSIP No.  L7257P114	  SCHEDULE 13G	Page 7 of 7 Pages	

JOINT FILING AGREEMENT
 
This Joint Filing Agreement is by and among Abrams Capital Partners II, L.P., Abrams Capital, LLC, Abrams Capital Management, LLC, Abrams Capital Management, L.P., and David Abrams (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Shares, $0.01 par value per share of Pacific Drilling S.A. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party. Executed and delivered as of the date first above written.
 
Date: February 14, 2019
 
 	ABRAMS CAPITAL PARTNERS II, L.P.	
 	By: Abrams Capital, LLC	
 	       Its General Partner	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	 David Abrams	
 	 	Title:	Managing Member	
 
 	ABRAMS CAPITAL, LLC	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	 David Abrams	
 	 	Title:	Managing Member	
 
 	ABRAMS CAPITAL MANAGEMENT, LLC	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	 David Abrams	
 	 	Title:	 Managing Member	
 
 	ABRAMS CAPITAL MANAGEMENT, L.P.	
 	By: Abrams Capital Management, LLC	
 	       Its General Partner	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	 David Abrams	
 	 	Title:	Managing Member	
 
 	David Abrams	
 	 	 	 	
 	By:	 /s/ David Abrams	
 	 	Name:	David Abrams	
 	 	Title:	Individually