Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
Wellington Management Company, LLP reported a Vantage Drilling CO shareholding of 19,651,813 shares (6.76% of votes) in a periodic institutional filing.
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.