Saturday, May 21st, 2011 - Vantage
HOUSTON, TX--(Marketwire - May 20, 2011) - Vantage Drilling Company (the "Company") (NYSE Amex: VTG) announced today that its wholly owned subsidiary Offshore Group Investment Limited (the "Issuer") had received, as of 5:00 p.m., New York City Time, on May 19, 2011 (the "Expiration Date"), validly delivered consents from holders of approximately 99% in aggregate principal amount of its outstanding 11 1/2% Senior Secured First Lien Notes due 2015 (the "Notes") in connection with its previously announced consent solicitation for such Notes (the "Consent Solicitation").

Accordingly, the requisite consents to adopt the proposed amendments (the "Amendments") to the indenture pursuant to which the Notes were issued (the "Indenture") have been received, and a supplemental indenture to effect the Amendments will be executed. The Amendments will (i) permit the Issuer to issue up to an additional $225.0 million aggregate principal amount of Notes (the "Additional Notes"), the proceeds of which are expected to be used by the Issuer to purchase from the Company all of the equity interests of P2020 Rig Co., the entity that owns the Aquamarine Driller, a jack-up drilling rig, and the related purchase of all of the equity interests of the subsidiary of the Company that is the party to the drilling contract for the Aquamarine Driller (the "Acquisition"), (ii) permit the Company to consummate the Acquisition under the indenture, (iii) permit the Company to issue, from time to time, up to $125.0 million aggregate principal amount of convertible debt, convertible into the Company's ordinary shares and (iv) modify the Issuer's restrictions on maintaining funds in foreign deposit accounts.

Subject to the terms and conditions of the Consent Solicitation, the Issuer expects to pay, on the closing date, a fee equal to $5 in cash for each $1,000 in principal amount of the Notes (the "Consent Fee") to each holder of Notes that consented to the Amendments on or prior to the Expiration Date. The closing of the Consent Solicitation is conditioned on, among other things, the closing of the offering of the Additional Notes.

The Consent Solicitation was made pursuant to a Consent Solicitation Statement dated May 11, 2001, and a related Letter of Consent. Jefferies & Company, Inc. is serving as solicitation agent and D.F. King & Co., Inc. is serving as information agent in connection with the consent solicitation. Questions about the consent solicitation may be directed to Jefferies & Company, Inc. at (888) 708-5831 (US toll-free) or (203) 708-5831 (collect) Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement and/or Letter of Consent should be directed to D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers) or (800) 290-6427 (toll-free).

This press release is not an offer to sell the Additional Notes or any other securities and it is not soliciting an offer to buy the Additional Notes or any other securities. Neither the Company nor the Issuer has obtained any commitments to purchase, or entered into any agreements to sell, the Additional Notes. The Company cannot assure you that the issuance of the Additional Notes will occur. Any agreements to sell the Additional Notes will only be entered into after the Expiration Date.

Contact Profile


The Company, a Cayman Islands exempted company, is an offshore drilling contractor, with an owned fleet of four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs and one ultra-deepwater drillship, the Platinum Explorer. The Company's primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells. The Company also provides construction supervision services for, and will operate and manage, drilling units owned by others. Through its fleet of seven owned and managed drilling units, the Company is a provider of offshore contract drilling services globally to major, national and large independent oil and natural gas companies.

Forward-Looking Statements

Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, changing market conditions, the Company's ability to complete the offering and the consent solicitation. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.

Paul A. Bragg Chairman and Chief Executive Officer
P: 281.404.4700


Offshore Group Investment



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