Each one in plain English, with the numbers worked through for a shareholder.
21 Dec 2009material agreement● NeutralMajor
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.
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.
HBK Investments L.P, HBK Partners II L.P, HBK Management LLC, HBK Master Fund L.P reported a Vantage Drilling CO shareholding of 5.00% of votes in a periodic institutional filing.