4 Mar 2009listing compliance notice▼ Bad
Vantage Drilling CO withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
20 Feb 2009capital raising announcement▼ BadMajor
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.
15 Jan 2009capital raising announcement● NeutralMajor
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.
29 Dec 2008debt financing▼ BadMajor
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).
24 Dec 2008debt financing● NeutralMajor
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.
20 Nov 2008material agreement● NeutralMajor
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.
25 Aug 2008asset acquisition disposition● Neutral
This amended filing adds the financial statements of OGIL, the company acquired on June 12, 2008, to the report on that acquisition. They show OGIL at end-2007 as a development-stage company with $189.9M of construction in progress, a net loss of $10,433, and construction contracts for four jackups of $537.5M. The auditor's report notes the rigs' funding is being provided by F3 Capital, Bluesky Offshore Group Corp and Vantage. It is a paperwork update to the earlier acquisition report.
22 Aug 2008contract award▲ GoodMajor
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.
18 June 2008business combination● NeutralMajor
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.
11 June 2008listing compliance notice▲ GoodMajor
the American Stock Exchange certified Vantage Drilling CO's securities for listing, clearing them to begin trading.
21 May 2008business combination● Neutral
Vantage Drilling filed Amendment No. 6 only to submit a revised legal opinion from Maples and Calder (Exhibit 5.1) and the related consent (Exhibit 23.3). It does not amend the proxy statement/prospectus and carries no new business information.
21 May 2008business combination● Neutral
Vantage Drilling filed Amendment No. 5 to the same registration statement for the Vantage Energy Services and OGIL acquisition. The visible text repeats the deal terms from Amendment No. 4 (the $331.0 million price, the four jackups and the drillship), and the truncated text does not show what changed. The deal is still pending shareholder approval and SEC effectiveness.
19 May 2008business combination● NeutralMajor
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.