UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 15, 2016
Vantage Drilling Company
(Exact name of registrant as specified in its charter)
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| Cayman Islands |
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1-34094 |
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N/A |
| (State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
777 Post Oak Boulevard, Suite 800
Houston, TX 77056
(Address of principal executive offices) (Zip Code)
(281) 404-4700
(Registrant’s telephone number, including area code)
(Not applicable)
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On January 15, 2016, Offshore Group Investment Limited (“OGIL”), a wholly-owned subsidiary of Vantage Drilling Company, and certain of
its subsidiaries received court approval for their prepackaged restructuring and recapitalization plan pursuant to an order dated January 15, 2016 issued by the the United States Bankruptcy Court for the District of Delaware.
On January 15, 2016, in connection with the bankruptcy order, OGIL issued a press release, a copy of which is filed herewith as Exhibit 99.1.
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and in Exhibit 99.1 shall be deemed to be
“furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit
Number |
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Description of Exhibit |
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| 99.1 |
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Press Release dated January 15, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 15, 2016
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| VANTAGE DRILLING COMPANY |
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| /s/ DOUGLAS G.
SMITH |
| Douglas G. Smith
Chief Financial Officer and Treasurer |
INDEX TO EXHIBITS
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| Exhibit
Number |
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Description of Exhibit |
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| 99.1 |
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Press Release dated January 15, 2016. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Offshore Group
Investment Limited (also known as Vantage Drilling) Receives Court Approval of Prepackaged Restructuring and Recapitalization Plan
HOUSTON, TX –
January 15, 2016 – Offshore Group Investment Limited (“OGIL” or the “Company”) today announced that the Company and its affiliated chapter 11 debtors have received court approval of their
prepackaged restructuring and recapitalization plan (the “Prepackaged Plan”) pursuant to an order dated January 15, 2016.
“The Court’s confirmation of our Prepackaged Plan marks an important milestone in our path to emerge from chapter 11 and secure our future as a
robust, well-capitalized offshore drilling services provider. We will continue to provide our customers with industry-leading expertise and safe, efficient drilling services, as is our norm,” said Paul Bragg, Chief Executive Officer. “The
senior management team and I sincerely appreciate the ongoing support of our customers, suppliers, and stakeholders, as well as the unrelenting dedication of our employees, which together have allowed us to continue our operations in the normal
course throughout this process.”
Among other things, the Prepackaged Plan eliminates more than $1.5 billion of senior secured debt and most cash
interest. More specifically, the Prepackaged Plan provides for a debt-for-equity swap that will result in existing term loan lenders and secured noteholders converting their loans and notes into equity and a pro rata share of $750 million of senior
subordinated convertible notes. The new notes will pay interest through the issuance of additional notes (PIK notes) and will have no cash interest burden. Holders of indebtedness under OGIL’s asset-backed revolving credit facility will execute
an amended and restated senior secured term loan and letter of credit facility and will receive a payment of $7 million in cash. OGIL also completed a fully backstopped rights offering of senior secured second lien notes with an aggregate offering
amount of up to $75 million. All customer, vendor, and employee obligations associated with the ongoing business will remain unaffected.
Additional
information regarding OGIL’s restructuring is available at http://dm.epiq11.com/OGI/Project# or the Company’s website at http://vantagedrilling.com/investor-relations/restructuring-information.
Weil, Gotshal & Manges LLP is serving as legal counsel and Lazard Frères & Co. LLC is serving as investment banker to OGIL.
Alvarez & Marsal North America, LLC is serving as financial adviser to OGIL.
About OGIL
OGIL, a Cayman Islands exempted company, is an offshore drilling contractor, with an owned fleet of three ultra-deepwater drillships the Platinum Explorer, the
Titanium Explorer, and the Tungsten Explorer, as well as four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs. OGIL’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. OGIL also provides construction supervision services for, and will operate and manage, drilling units owned by others. Through its fleet of seven owned drilling units, OGIL is a provider of offshore contract
drilling services globally to major, national, and large independent oil and natural gas companies.
Forward-Looking Statements
The information above includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These
forward-looking statements are subject to certain risks, uncertainties, and assumptions identified above or as disclosed from time to time in the Company’s filings with the Securities and Exchange Commission. As a result of these factors,
actual results may differ materially from those indicated or implied by such forward-looking statements.
Public & Investor Relations Contact:
Paul A. Bragg
Chairman & Chief Executive
Officer
Offshore Group Investment Limited
(281) 404-4700
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