30 Mar 2016listing compliance notice▼ BadMajor
Vantage Drilling CO suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Mar 2016listing compliance notice▼ BadMajor
Vantage Drilling CO suspended its duty to file periodic reports with the SEC.
30 Mar 2016listing compliance notice▼ BadMajor
Vantage Drilling CO terminated the registration of a class of securities, ending its reporting obligation for them.
11 Feb 2016bankruptcy or receivership▼ BadMajor
The Chapter 11 plan was confirmed on January 15, 2016 and took effect on February 10, 2016, so OGIL and its subsidiaries, renamed Vantage Drilling International, were no longer Vantage subsidiaries. Vantage's Cayman liquidation continued under KPMG joint official liquidators Alex Lawson and Kris Beighton, appointed January 18, and all its directors and officers resigned.
11 Dec 2015bankruptcy or receivership▼ BadMajor
On December 11, 2015, Wells Fargo, as trustee of OGIL's 7.5% 2019 notes (which Vantage guaranteed), filed a petition in the Cayman Islands Grand Court to wind up Vantage and appoint liquidators. This is the Cayman liquidation foreseen in the December restructuring agreement. The filing also reports that OGIL signed new employment agreements on December 2 with Bragg (salary $595,000), Halkett ($430,000), Smith ($318,000) and Thomson ($285,000), and that Nicolas J. Evanoff became General Counsel effective November 10, 2015. The filing again cautions that trading in the shares is highly speculative.
3 Dec 2015bankruptcy or receivership▼ BadMajor
On December 3, 2015, OGIL and certain subsidiaries filed pre-packaged Chapter 11 petitions in Delaware (Case No. 15-12422), as foreseen in the December 1 restructuring agreement; separate insolvency proceedings for Vantage itself are expected in the Cayman Islands. The filing triggered default and acceleration of Vantage's 5.50% and 7.875% convertible notes and OGIL's term loans, 2019 and 2023 secured notes and revolver. Lenders would get $750 million of new third-lien PIK notes and new OGIL shares, OGIL shares held by Vantage would be cancelled, and Vantage would get New Common Shares for the sold VIMCO Singapore and VESI stakes, expected to go to Vantage's creditors. The filing gives no recovery for Vantage shareholders and warns that trading in its shares is highly speculative.
2 Dec 2015material agreement▼ BadMajor
On December 1, 2015 Vantage, OGIL and subsidiaries signed a Restructuring Support Agreement with term loan lenders, noteholders and RBC revolver parties, to be carried out through a pre-packaged Chapter 11 plan for OGIL and its subsidiaries (filing expected December 3, 2015) and a Cayman Islands liquidation of Vantage itself. Lenders would receive $750 million of new third-lien convertible PIK notes and new OGIL common shares, with a $75 million second-lien rights offering; existing OGIL shares held by Vantage would be cancelled. Vantage would sell its VIMCO Singapore and Vantage Energy Services stakes to OGIL for a promissory note, exchanged for New Common Shares expected to go to Vantage's creditors in the liquidation. The filing says nothing about any recovery for Vantage's own shareholders. This resolves the grace-period default and deleveraging talks begun in November.
4 Nov 2015listing compliance notice▼ Bad
NYSE MKT filed a Form 25-NSE/A dated November 4, 2015 relating to removal of Vantage's ordinary shares from listing. The filing gives no further detail. This follows the September 2015 delisting notice.
4 Nov 2015listing compliance notice● NeutralMajor
Vantage Drilling CO's exchange filed to remove a class of its securities from listing.
3 Nov 2015debt financing▼ BadMajor
Vantage did not make the $40.8 million interest payment due November 2, 2015 on its 7.5% 2019 notes and is using the grace period, which expires December 2, 2015. It says it is in talks with an informal group of secured lenders and noteholders holding over $1.5 billion of secured debt on a 'deleveraging transaction', with no agreement yet. It reports more than $200.6 million of cash on hand. If the payment is not made in the grace period, it is an Event of Default and the notes could be accelerated.
15 Sept 2015listing compliance notice▼ BadMajor
On September 14, 2015 NYSE MKT told Vantage it was suspending trading immediately and starting delisting proceedings because of the 'abnormally low trading price' of the ordinary shares. The company may appeal to a listing panel and is considering its options; meanwhile the shares trade over the counter as VTGDF. For shareholders this ends trading on the exchange where the stock had been listed.
5 Dec 2014auditor change● Neutral
UHY LLP resigned as auditor effective December 1, 2014 because its Texas practice was acquired by BDO USA, LLP, and the Audit Committee appointed BDO on December 3, 2014. UHY's 2012 and 2013 audit reports had no adverse opinion, and the filing reports no disagreements or reportable events.
22 Nov 2013debt financing▲ GoodMajor
On November 20, 2013 the $500 million October 2012 Citibank term loan was amended and restated, effective November 22, cutting the LIBOR margin from 5.0% to 4.0%, the ABR margin from 4.0% to 3.0% and the LIBOR floor from 1.25% to 1.0%. The principal now stands at $475 million after scheduled repayments; maturity, repayment schedule and the rig collateral are unchanged. This lowers the interest cost on that loan.
16 Oct 2013material agreement● Neutral
On October 15, 2013 two more subsidiaries, Vantage Driller ROCO S.R.L. and Vantage Drilling Gabon, were added as guarantors of the 7.5% 2019 notes, the 7.125% 2023 notes, both Citibank term loans and the RBC revolver. This continues the pattern of adding new subsidiaries to the guarantee package (as with Vantage Driller VI Co. in May 2013); no new amounts are given.
16 July 2013debt financing● NeutralMajor
On July 16, 2013 Vantage closed a $100 million offering of 5.50% convertible senior notes due 2043, convertible at about $2.39 per share (418.6289 shares per $1,000), with holders able to require repurchase on July 15, 2016 and 2018. Proceeds are to fund the initial $59.5 million payment under the construction contract for the Cobalt Explorer drillship, with the rest for general corporate purposes. The notes are unsecured and rank equally with the 7.875% 2042 convertibles; conversion could add shares for existing holders.
28 June 2013business combination● Neutral
OGIL filed Amendment No. 1 on June 28, 2013 to its registration statement for exchanging the $775 million 7.125% notes due 2023 for registered notes. The visible cover terms are unchanged, the expiry date is still blank and it is not yet effective; Vantage Driller VI Co is now listed as an additional co-registrant. This continues the exchange-offer thread opened April 30, 2013 (the document is truncated, so other changes are not seen).
24 May 2013material agreement● Neutral
On May 22, 2013 a new subsidiary, Vantage Driller VI Co, was added as a guarantor of the 7.5% 2019 notes, the 7.125% 2023 notes, both Citibank term loans (October 2012 and March 2013) and the RBC revolver, and was joined to the March 2013 registration rights agreement. This extends the guarantee package to one more subsidiary, as was done for the Indonesian subsidiary in December 2012; the filing gives no new amounts.
1 May 2013business combination● Neutral
OGIL filed a registration statement on April 30, 2013 to exchange the $775 million 7.125% notes due 2023 for identical registered notes, as the March 2013 registration rights agreement requires. Terms are the same apart from dropped transfer restrictions and registration-rights provisions; the expiry date is blank and it is not yet effective. This opens another exchange-offer thread alongside the 2019 notes exchange; PT. Vantage Drilling Company Indonesia is among the co-registrants.
3 Apr 2013debt financing● NeutralMajor
On March 28, 2013 OGIL issued $775 million of 7.125% senior secured notes due 2023 and entered a $350 million second Citibank term loan (issued at 98.50%, LIBOR plus 4.50% with a 1.25% floor, due on the sixth anniversary of closing). Proceeds are to pay for the March 21, 2013 tender offer for the 11 1/2% 2015 notes, general corporate purposes and fees. Holders who tendered consented to remove most restrictive covenants from the 2015 indenture, and the RBC revolver was restated to raise commitments to $200 million, extend maturity, add a letter-of-credit tranche and make Vantage itself a borrower. This continues the refinancing of the 2015 notes begun in October 2012, adding new secured debt on the same rig collateral (Tungsten Explorer on delivery). The Item 1.02 discharge of the 2015 indenture is cut off in the text, so its extent is not seen.
18 Mar 2013business combination● Neutral
OGIL filed Amendment No. 3 to the registration statement for exchanging the $1.15 billion 7.5% notes due 2019 for registered notes. The visible cover terms are unchanged from earlier amendments: the expiry date is blank and the statement is not yet effective. This is a further step in the same exchange-offer process (the document is truncated, so any other changes are not seen).
27 Feb 2013business combination● Neutral
OGIL filed Amendment No. 2 to the registration statement for exchanging the $1.15 billion 7.5% notes due 2019 for registered notes. The offer terms and co-registrants shown are the same as in Amendment No. 1, and the expiry date is still blank and the registration statement not yet effective. The visible text shows no change in substance (the document is truncated, so any other changes are not seen).
18 Jan 2013business combination● Neutral
OGIL filed Amendment No. 1 to its registration statement for the exchange of the $1.15 billion 7.5% senior secured notes due 2019 for identical registered notes. The terms are unchanged (only transfer restrictions and registration-rights provisions drop away), the expiry date is still blank, and it is not yet effective. PT. Vantage Drilling Company Indonesia is now listed as a co-registrant. This continues the exchange-offer thread from November 21, 2012.
13 Dec 2012capital raising announcement● NeutralMajor
On December 10, 2012 Vantage issued 5,000,000 ordinary shares to Tomdrill Corp., its agent on the Titanium Explorer contract, in exchange for cutting the cash otherwise payable to its agents over the eight-year drilling contract by about $10 million. The shares became issuable when the client accepted the Titanium Explorer for commencement of operations on December 7, 2012. That resolves the open thread on the Titanium Explorer starting operations; existing shareholders are diluted by 5,000,000 shares.
6 Dec 2012material agreement● Neutral
On December 3, 2012 a new subsidiary, PT. Vantage Drilling Company Indonesia, was added as a guarantor of the 2015 notes, the October 2012 7.5% 2019 notes, the $500 million Citibank term loan and the RBC revolver. The 2015 indenture also had certain timing requirements for required deliveries clarified. This continues the October refinancing by extending the guarantee package to one more subsidiary; the filing gives no new amounts.
21 Nov 2012business combination● Neutral
OGIL filed a registration statement on November 21, 2012 to exchange the $1.15 billion of 7.5% notes due 2019 for identical registered notes, as required by the registration rights agreement from the October refinancing. Terms are the same except transfer restrictions and registration-rights provisions drop away; the expiry date is blank and it is not yet effective. It adds another exchange-offer thread.
29 Oct 2012debt financing▲ GoodMajor
On October 25, 2012 OGIL issued $1.15 billion of 7.5% senior secured notes due 2019 and entered a $500 million Citibank term loan (issued at 98%, LIBOR plus 5%, 1.25% floor, maturing 2017). Proceeds are to pay for a tender offer for the $1,000,001,000 of 2015 notes, fund the final Tungsten Explorer construction payment, and cover fees. This refinances the original $1.0 billion 2015 notes and pushes maturities out; Tungsten Explorer is added as collateral on delivery. The RBC revolver was amended again to permit this, and the 2015 indenture was amended to add Tungsten Explorer Company and Vantage Delaware Holdings, LLC as guarantors.
23 Aug 2012debt financing● NeutralMajor
On August 21, 2012 Vantage issued $56.5 million of 7.875% Senior Convertible Notes due September 1, 2042 (larger than the $50 million first announced), unsecured and not guaranteed by subsidiaries. They convert into ordinary shares at about $2.10 per share (476.1905 shares per $1,000), and holders can require repurchase on Sept 1, 2015 and 2017. Conversion would add shares for existing holders (inference).
17 Aug 2012material agreement● NeutralMajor
On August 14, 2012 Vantage signed an underwriting agreement with Lazard Capital Markets to sell $50 million of 7.875% Convertible Senior Notes due 2042 under its existing shelf registration, expected to close August 21. Proceeds are to fund capital expenditures, working capital and general corporate purposes. This is the first use of the convertible debt permission from the revolver amendment; conversion into shares could dilute shareholders (inference).
14 Aug 2012material agreement● Neutral
On August 13, 2012 the company and OGIL amended the June 2012 $25.0 million Royal Bank of Canada revolver. The amendment removes Vantage (the parent) as a borrower and loosens covenants so Vantage can issue up to $125 million of debt convertible into its shares. This is the permission needed for the convertible debt authority listed as an open thread.
30 July 2012business combination● Neutral
OGIL filed Amendment No. 1 to its June 2012 registration statement for exchanging the $775.0 million of April 2012 11 1/2% notes due 2015 for registered ones. The amendment removes Mandarin Drilling Corporation as a co-registrant because it was dissolved, and adds legal opinion exhibits (5.1 updated, 5.2-5.7 new); the expiry date is still blank and the offer is not yet effective, so the exchange offer thread continues.