News Details

Pacific Drilling S.A. Outlines Steps for Migration of Common Shares from the Norwegian OTC List to the New York Stock Exchange

11/18/2011

On November 11, 2011, Pacific Drilling S.A.’s (the “Company”) common shares began trading on the New York Stock Exchange (“NYSE”) under the symbol “PACD”.

Earlier this year, the Company sold in a private offering 60,000,000 of its common shares to certain international institutional investors and other investors.  All of the shares sold in the private offering are registered in the name of DNB Bank ASA and all beneficial ownership positions in such shares are held on the Norwegian OTC market (the “NOTC”) through the Norwegian VPS system. 

For those holders of shares currently held on the NOTC that might be interested in the procedures required to migrate their holdings on the NOTC to the NYSE, this letter describes the steps required to initiate the migration of your shares from the NOTC to the NYSE.   A shareholder who either (a) is not a U.S. person within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (b) purchased its shares on the NOTC will be able to migrate its shares immediately following the closing of the Company’s initial public offering on November 16, 2011.  Shareholders who do not meet the requirements under (a) or (b) above hold “restricted securities,” and, in accordance with the holding period required for sales of restricted securities under Rule 144 of the Securities Act, will need to wait a period of 90 days after the closing of the Company’s initial public offering before they are able to migrate their common shares.

Procedure if the Shares Are Not Registered in Your Name

If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to migrate your shares, then you should contact the registered holder promptly and instruct the registered holder to initiate migration instructions on your behalf. If you wish to initiate the migration on behalf of a registered owner, you must, either make appropriate arrangements to register ownership of the shares in your name or obtain a properly completed power of attorney or other proper endorsement from the registered holder.  The transfer of registered ownership is not instantaneous and may take considerable time.

Procedure if the Shares Are Registered in Your Name

If your shares are registered directly in your name, then you should contact DNB Bank ASA directly and request a migration form.  Upon receipt, you should complete this form, including a designation of the DTC Participant Brokerage Account Information where you prefer that your shares be transferred, and return the completed and signed form to the address below:

DNB Bank ASA
Registrar Department
Stranden 21, NO-0021 Oslo
Norway
Phone: +47 22 48 35 20
Fax: +47 22 94 90 20

If you have questions about the listing or the migration process, please contact (i) DNB Bank ASA at +47 22 48 35 20, or (ii) our United States transfer agent, American Stock Transfer & Trust Company, LLC, at (800) 937 5449 or info@amstock.com, or (iii) Amy Roddy, Director of Investor Relations at Pacific Drilling at investor@pacificdrilling.com.

This letter shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Pacific Drilling

Pacific Drilling is an international ultra-deepwater offshore drilling company. Pacific Drilling’s fleet consists of six ultra-deepwater drillships. The Company currently operates three recently delivered drillships, expects delivery of its fourth drillship by end of 2011, and has two additional drillships on order at Samsung to be delivered in 2013.

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