UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 211, 2020

PACIFIC DRILLING S.A.

(Exact name of registrant as specified in its charter)


Grand Duchy of Luxembourg	001-35345	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
8-10, Avenue de la Gare L-1610 Luxembourg		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +352 27 85 81 35

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common shares, par value $0.01 per share	PACD	New York Stock Exchange*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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. ◻

* On November 2, 2020, Pacific Drilling S.A. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that, in accordance with Section 802.01D of the NYSE Listed Company Manual, the NYSE has commenced proceedings to delist the Company’s common shares from the NYSE. The NYSE also indefinitely suspended trading of the Company’s common shares effective November 2, 2020. The NYSE will apply to the Securities and Exchange Commission to delist the common shares upon completion of all applicable procedures. The Company’s common shares commenced trading in the over-the-counter market on the Pink Open Market on November 3, 2020 under the symbol “PACDQ.”

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;

Transfer of Listing.

AsItem ~~previously disclosed, on October 30, 2020, Pacific Drilling S~~8.A.01 ~~and~~Other certain of its direct and indirect wholly-owned subsidiaries (collectively, the “Company”) filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. On November 2, 2020, the Company was notified by the New York Stock Exchange (the “NYSE”) that, as a result of the Chapter 11 Cases, and in accordance with Section 802.01D of the NYSE Listed Company Manual, the NYSE has commenced proceedings to delist the Company’s common shares from the NYSE. The NYSE also indefinitely suspended trading of the Company’s Common Shares effective November 2, 2020. The NYSE will apply to the Securities and Exchange Commission to delist the Common Shares upon completion of all applicable procedures.Events

~~The~~On November 11, 2020, Pacific Drilling S.A. (the “Company”) ~~does~~issued ~~not~~a ~~intend~~press torelease ~~appeal~~announcing the ~~determination~~commencement ~~and,~~of ~~therefore,~~solicitation itof votes on its proposed prearranged Chapter 11 plan of reorganization. That press release is ~~expected~~filed ~~that~~as ~~the~~Exhibit ~~Common~~99.1 ~~Shares~~to ~~will~~this beCurrent ~~delisted~~Report and is incorporated by reference into this report.

AItem ~~copy of the Company’s press release, dated November 3, 2020, regarding the receipt of the notification from the NYSE is included as Exhibit 99~~9.101 toFinancial ~~this~~Statements ~~Current Report on Form 8-K~~ and ~~is incorporated herein by reference.~~ Exhibits

~~Item~~(d) ~~9.01.Financial Statements and~~ Exhibits.

~~(d)Exhibits.~~

Exhibit No.	Description

99.1	Press Release, dated November 3, 2020.
Exhibit		Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.1		Press Release, dated November 11, 2020, announcing commencement of solicitation for prearranged plan of reorganization.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Pacific Drilling S.A.
	(Registrant)

Dated: November 11, 2020	By	/s/ Lisa Manget Buchanan
		Lisa Manget Buchanan
		SVP, General Counsel & Secretary


	Pacific Drilling S.A.
	(Registrant)

Dated: November 3, 2020	By	/s/ Lisa Manget Buchanan
		Lisa Manget Buchanan
		SVP, General Counsel & Secretary

Filing Compare · PACIFIC DRILLING S.A.