Each one in plain English, with the numbers worked through for a shareholder.
25 June 2012debt financing▲ GoodMajor
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.
OGIL filed a registration statement on June 5, 2012 to exchange the $775.0 million of April 2012 11 1/2% notes due 2015 for identical registered notes; the terms are the same except that transfer restrictions and registration-rights provisions fall away. The expiry date is blank and the offer is not yet effective, continuing the pattern of exchange offers for the earlier note issues.
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.
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).
On April 2, 2012 the subsidiary OGIL amended the indenture for its 11 1/2% 2015 notes so it can issue up to $775.0 million of additional notes and complete the Dragonquest purchase from the F3 affiliate Valencia. The amendment takes effect only if the new notes offering closes, and also adds three subsidiaries as guarantors; the filing also records an earlier June 29, 2011 amendment adding Vantage Driller III Co. as a guarantor.
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.
Amendment No. 2 (filed Sept 19, 2011) to the registration statement for exchanging the $225.0M additional 11.5% notes due 2015. The only visible difference from the prior amendment is a new 'Description of Other Indebtedness' section in the table of contents; the offer terms are unchanged and the exchange is still pending.
Amendment No. 1 (filed July 26, 2011) to the registration statement for exchanging the $225.0M additional 11.5% notes due 2015 for registered ones. The excerpt shown repeats the offer terms; the visible text does not show what changed from the June filing, and the exchange offer is still not complete. No new money or change to the notes' terms is shown.
On June 10, 2011 OGIL filed a registration statement to swap the $225.0M of additional 11.5% first lien notes due 2015, issued June 1, for identical SEC-registered notes, as the registration rights agreement for those notes requires. Vantage and subsidiaries are co-guarantors. This is the same kind of exchange as the earlier $1.0 billion notes swap; it raises no new money and does not change the debt's terms.
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.
This amendment to the OGIL notes exchange registration statement was filed solely to add legal opinion exhibits (5.1 and 5.2); the filing says the prospectus is unchanged. It carries no new business or financial information.
On Nov 24, 2010 OGIL filed a registration statement offering to swap the $1.0 billion of 11.5% notes due 2015 for identical notes registered with the SEC, as required by the registration rights agreement from the July 2010 notes issue. Vantage and several subsidiaries are co-guarantors. It does not change the debt's terms or raise new money; the exchange offer is for noteholders, not a share event.
5 Aug 2010asset acquisition disposition● NeutralMajor
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.
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.
27 July 2010capital raising announcement● NeutralMajor
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.
20 July 2010capital raising announcement● NeutralMajor
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.
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.
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.
On Jan 14, 2010 Vantage announced a proposed public offering of 27,100,000 ordinary shares (plus an option for 4,065,000 more), with Johnson Rice and Pareto Securities as joint bookrunners. Proceeds are for working capital and general corporate purposes; pricing was not yet set. This follows the Jan 15 prospectus supplement, and new shares would dilute existing holders.
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.
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.
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.
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.
19 Aug 2009capital raising announcement● NeutralMajor
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.
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.
8 June 2009capital raising announcement● NeutralMajor
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.
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.
Vantage took a $4.0M unsecured loan from F3 Capital at 8%, due June 30, 2009, for general corporate purposes. F3 elected on March 3 to convert it at $1.02 per share, with share issuance subject to shareholder approval. It is another round of funding from the company's largest shareholder's affiliate.
