Vantage Drilling CO

Vantage Drilling CO suspended its duty to file periodic reports with the SEC.

listing compliance notice

Vantage Drilling CO suspended its duty to file periodic reports with the SEC.

listing compliance notice

Vantage Drilling CO terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

bankruptcy or receivership

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.

bankruptcy or receivership

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.

bankruptcy or receivership

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.

material agreement

Vantage Drilling CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

debt financing

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.

listing compliance notice

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.

debt financing

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.

debt financing

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.

debt financing

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.

capital raising announcement

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.

debt financing

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).

debt financing

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).

material agreement

On June 21, 2012 Vantage and OGIL signed a $25.0 million secured revolving credit agreement with Royal Bank of Canada, maturing June 21, 2015, at ABR plus 3.50% or LIBOR plus 4.50%, secured on assets similar to those pledged for the 2015 notes. The company also announced new Sapphire Driller work (two awards, about 215 days, an estimated $34.5 million of revenue net of taxes) and an Emerald Driller extension through mid-2013 adding about $23.4 million of backlog.

debt financing

On April 20, 2012 Vantage completed the Dragonquest acquisition and took delivery; the drillship is now named Titanium Explorer, bought from Valencia for $169.0 million with about $630.0 million of remaining construction and startup costs paid from the April notes offering. The ship has an eight-year Petrobras operating contract, resolving the open DragonQuest thread; the filing also adds two more subsidiaries as guarantors of the 2015 notes.

material agreement

On April 10, 2012 OGIL closed the $775.0 million of additional 11 1/2% senior secured notes due 2015, issued at 108% of face value, to pay for the Dragonquest purchase from Valencia, the remaining construction payments and related costs, a consent fee to existing noteholders, and general corporate purposes. This is the financing the Dragonquest agreement needed, taking the series to $2.0 billion in total ($1.0 billion, $225.0 million and $775.0 million); the new notes must be redeemed at the offering price plus 1% if the construction or Petrobras contracts are adversely changed or terminated, or if delivery-related events do not occur by June 30, 2012 (unless extended).

debt financing

Vantage agreed on March 20, 2012 to buy the rights to the Dragonquest drillship (the rig it had been supervising for F3 affiliate Valencia, per the earlier DragonQuest thread) for $164 million, and would then owe the builder an estimated $604.9 million remaining balance. Closing depends on Vantage obtaining financing, with a $15 million mutual termination fee if it does not close by April 30, 2012; F3 also signed a voting agreement (backing a 100,000,000-share authorised capital increase and the board's director slate) and Vantage gave F3 the right to subscribe for up to 34.6% of certain future share or convertible offerings for twelve months after closing.

material agreement

Vantage Drilling CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

Vantage Drilling CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

On June 1, 2011 Vantage's subsidiary OGIL issued about $225.0M more of its 11.5% first lien notes due 2015 at 107% of face value (gross about $240.8M, net about $234.2M). The proceeds bought the Aquamarine Driller rig-owning company (P2020 Rig Co.) and its drilling-contract company from Vantage, and Vantage used part of the money to repay and end the $100M-original Wayzata term loan (about $127.5M repaid, about $131.3M total prepayment cost including interest to September 2011). This resolves the open thread on the Wayzata loan. The Aquamarine now backs the notes, the indenture was amended to let Vantage issue up to $125M of convertible debt, and the press release says the remaining cash will go to an initial payment for a new drillship, the Tungsten Explorer, and general purposes.

debt financing

On July 30, 2010 Vantage closed the financings and bought the remaining 55% of Mandarin Drilling (holder of the Platinum Explorer construction contract) from F3 Capital for $139.7M: $79.7M cash plus a $60.0M, 5%, 90-month note that becomes convertible into shares if shareholders approve. OGIL issued $1.0 billion of 11.5% first lien notes due 2015 (net about $936.6M), secured by the Emerald, Sapphire and Topaz Drillers and the Platinum Explorer on delivery; about $510.8M is held in escrow for the final Platinum Explorer payment and about $64.2M was paid directly to the shipbuilder DSME. The Natixis credit agreement was repaid in full (about $152.6M including a $759,000 prepayment penalty) and terminated. This resolves the open thread on the Mandarin purchase and the offerings; the filing text provided does not show what happened to the P2021 13 1/2% notes, and the F3 note's convertibility still depends on a shareholder vote.

asset acquisition disposition

On July 26, 2010 Vantage priced its public share offering of 45,454,545 shares at $1.10 each (about $50.0M gross, about $46.9M net), with a further 6,818,182-share option for underwriters (the 8-K text also says 6,828,182 in one place). Its subsidiary OGIL also priced $1.0 billion of 11.5% senior secured first lien notes due 2015 at 96.361% of face value. The notes came in larger than the $960.0M first proposed and the shares priced below the $1.49 paid in January 2010, so new shares dilute existing holders. Closing is expected on or about July 30, 2010, conditional on the notes closing and the Mandarin 55% purchase; this follows the offerings launched July 19 and the rejected takeover proposal.

material agreement

On July 26, 2010 Vantage disclosed it had received an unsolicited proposal to buy all its shares at a premium to market price, subject to due diligence and exclusivity and conditioned on abandoning the planned notes and share offerings. The board rejected it, choosing to proceed with the financings given its business plan and financing needs. No bidder, price or premium is stated. Shareholders keep their shares for now.

capital raising announcement

On July 19, 2010 Vantage launched a $50.0M share offering and, through subsidiary Offshore Group Investment Limited, a $960.0M offering of senior secured notes due 2015, to fund the Mandarin acquisition and Platinum Explorer payments. Proceeds are also to refinance debt including the 13 1/2% P2021 notes (issued only seven months earlier) and the existing credit facility. The share offering depends on the notes offering and the acquisition closing. The company now describes eight owned and managed units rather than nine.

capital raising announcement

On July 6, 2010 Vantage agreed to buy from F3 Capital the remaining 55% of Mandarin Drilling (holder of the Platinum Explorer construction contract) for $139.65M: $79.65M cash plus a $60.0M, 5%, 90-month note that becomes convertible into shares if shareholders approve. This completes the 45% stake structure from the 2008 agreement; F3 Capital is the largest shareholder and owned by director Hsin-Chi Su. Closing is due by July 30, 2010 and requires Vantage to arrange financing for roughly $580M of remaining costs, including about $505M due at delivery, expected Nov 10, 2010. Vantage also gave an F3 affiliate (Valencia) an option to buy Vantage Deepwater for $1.00 and agreed a DragonQuest financing-support agreement; a special committee and a fairness opinion backed the deals, which carry conflict-of-interest and dilution implications.

material agreement

On Jan 21, 2010 Vantage priced its public offering at $1.49 per share, signing an underwriting agreement with Johnson Rice for 30,000,000 shares, with an option for 4,500,000 more. Expected net proceeds are about $41.2M (gross about $44.7M excluding the option), with closing scheduled for Jan 27, 2010. The size grew from the 27,100,000 shares first proposed, and the price is below the $1.55 paid in the Aug 2009 offering. New shares dilute existing holders.

material agreement

On Dec 23, 2009 P2021 Rig Co. closed the $135.0M of 13 1/2% senior secured notes due 2013, with about $131.0M gross proceeds and Vantage as guarantor. About $123.2M goes to the final Topaz Driller payment; if the rig is not accepted, with title and mortgage in place, within 90 days, the notes must be redeemed at par. Repayments of $10.0M start June 15, 2011, interest is paid each June and December from June 15, 2010, and Vantage advanced $19.1M to P2021, $9.1M of it escrowed for the first interest payment.

debt financing

On Dec 18, 2009 Vantage and its subsidiary P2021 Rig Co. agreed to sell $135.0M of 13 1/2% senior secured notes due 2013 at 97% of face value to Jefferies as initial purchaser, guaranteed by Vantage. The proceeds are meant to fund the remaining construction payment for the Topaz Driller and general corporate purposes. This is the financing for the Topaz Driller that the July lender release anticipated.

material agreement

On Aug 26-27, 2009 Vantage priced its public offering of 48,387,000 ordinary shares at $1.55 each, with an option for 7,258,050 more, for expected net proceeds of about $70.1M. Closing was scheduled for Sept 1, 2009. This completes the offering announced on Aug 18 and is meant to supply the equity the Wayzata loan requires, though the new shares dilute existing holders.

material agreement

On Aug 26, 2009 Vantage and its subsidiary P2020 Rig Co. signed a $100.0M five-year term loan with a Wayzata Investment Partners fund to fund completion of the Aquamarine Driller, with Vantage as guarantor. The loan carries 15% cash interest plus a pay-in-kind component, is secured by the rig, and can be retired for $127.5M (Sept 2011-Aug 2012) or $140.0M (Sept 2012-Aug 2014) plus accrued interest. Closing, expected about Sept 2, 2009, depends on conditions including the rig being free of liens (which the July lender release addresses) and at least $50.0M of equity put into P2020, which the share offering is expected to cover.

debt financing

On Aug 18, 2009 Vantage announced a proposed underwritten public offering of 46,500,000 ordinary shares (plus a 6,975,000-share over-allotment option) under its shelf registration, with Johnson Rice as sole bookrunner. Proceeds, together with the Aquamarine Driller financing, are to fund that rig's final construction payment, with the remainder for general corporate purposes. Pricing was not yet set.

capital raising announcement

On July 31, 2009 Vantage signed a second amendment to its Natixis-led credit agreement. Lenders agreed to release their liens on the Aquamarine and Topaz Driller construction contracts when alternative financing for those rigs closes, and to release some Sapphire Driller reserve funds that must be repaid by Aug 24, 2009 or on receipt of equity or debt proceeds, if earlier. In return, all excess Emerald and Sapphire earnings go to repay the loan, capital spending on those rigs is capped, interest margins rise and extra fees are payable. This continues the earlier amendments and the deferred third and fourth rig payments.

material agreement

On June 5, 2009 Vantage sold 17,769,535 new ordinary shares in a private placement for about $25.7M gross (about $25.0M net), including cancellation of about $5.5M of debt owed to managers and directors who took part. The money is for working capital and general corporate purposes; the placement adds shares for existing holders (dilution is implied by the share count) and the company must register the shares for resale within 120 days or pay liquidated damages.

capital raising announcement

The Sapphire Driller jackup won a West Africa contract of three to six months starting August 2009, with estimated revenue of $13.6M to $23.8M net of taxes. The customer also signed a second contract for a 2011 West Africa program of six to twelve months, which Vantage can perform with any of its four jackups. This adds to the earlier Emerald Driller contract.

contract award

The option on a second drillship (hull 3602) lapsed, leaving a $10.0M termination fee owed to Mandarin, which is owned by director Hsin-Chi Su. Vantage settled it by issuing 7,299,270 shares to F3 Capital instead of cash, which resolves the second-drillship option thread but dilutes existing shareholders.

capital raising announcement

Vantage sold 5,517,241 new shares to F3 Capital (owned by director Hsin-Chi Su) for $8.0M, to fund its share of the collateral for a performance bond and for general corporate purposes. This adds to the share count, and it continues the pattern of F3 funding the company.

capital raising announcement

Lenders under the June 2008 credit agreement consented to the Platinum Explorer restructuring, to up to $30M of loans from F3, and to deferred installment payments on the third and fourth jackups. In return, interest rates rose, commitment fees went from 75 to 150 basis points, and some lender commitments are now conditional on syndicating part of the facility, which the company believes will be arranged before June 30, 2009 (company's expectation).

debt financing

Vantage took a $10.0M unsecured loan from F3 Capital (7% interest, due February 16, 2009), which F3 can convert into shares subject to shareholder approval at the higher of $0.80 or the five-day average price. It also signed the Platinum Explorer management and construction-supervision agreements (fees of $1.5M for 2008, then $5.0M per drillship per year, and $15,000 per day plus 5% of free cash flow for operating the Platinum Explorer). Separately, it guaranteed OGIL's payments to the PPL shipyard for the Aquamarine Driller and Topaz Driller jackups, so Vantage is on the hook if OGIL defaults.

debt financing

Vantage agreed to restructure the Platinum Explorer drillship (the first drillship in its fleet plans) by putting it into Mandarin, a company owned 55% by F3/TMT (controlled by director Hsin-Chi Su) and 45% by Vantage. Vantage buys its 45% for $189.75M (of which $40.0M was already paid) plus warrants over 1.98M shares, and F3 agreed to exercise its 25.0M warrants by January 18, 2009, which would bring in new shares and cash. The press release says F3/TMT takes on the remaining shipyard obligations and costs are shared by ownership; Vantage also takes on management agreements for this and two other F3-owned drillships. Closing is subject to customary conditions.

material agreement

Vantage announced a two-year contract for the Emerald Driller, one of its four jackups still under construction, to work in Southeast Asia starting around early February 2009 after construction and commissioning in Singapore. Estimated revenue over the initial term is about $128.3 million, excluding cost escalations and reimbursables; it is the first contract disclosed for the jackup fleet.

contract award

On June 12, 2008 the acquisition closed: Vantage Energy Services became a wholly-owned subsidiary of Vantage Drilling, and Vantage Drilling bought OGIL for $331.0 million in shares, warrants and a $56.0 million note. This completes the deal described in the S-4 filings. Vantage Energy holders received Vantage Drilling units, shares and warrants one-for-one, except holders who elected cash. F3 Fund (owned by Hsin-Chi Su) received 33,333,333 shares and warrants over 25,000,000 shares at $6.00, leaving Su with about 44% of the shares. The same day the company signed a credit agreement with Natixis and others covering a $320 million term facility for the four jackup rigs, an $80 million top-up facility and a $40 million revolver. The securities trade on the American Stock Exchange.

business combination

the American Stock Exchange certified Vantage Drilling CO's securities for listing, clearing them to begin trading.

listing compliance notice

Vantage Drilling Company, a newly formed Cayman Islands company, filed Amendment No. 4 to its registration statement for its planned purchase of Vantage Energy Services and Offshore Group Investment Limited (OGIL). OGIL holds contracts for four jackup rigs, a purchase agreement for one ultra-deepwater drillship and an option on a second. OGIL's owner, F3 Capital, would receive $331.0 million plus closing adjustments, made up of 33,333,333 units and a promissory note of about $56.0 million. Vantage Energy Services holders would swap their units, shares and warrants one-for-one for Vantage Drilling's, pending their vote.

business combination