Each one in plain English, with the numbers worked through for a shareholder.
10 June 2011business combination● Neutral
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.