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): February 10, 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.) |
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| c/o KPMG, P.O. Box 493
Century Yard, Cricket Square
Grand Cayman KY1-1106
Cayman Islands |
| (Address of principal executive offices) (Zip Code) |
(345) 949-4800
(Registrant’s telephone number, including area code)
777 Post Oak Boulevard, Suite 800
Houston, TX 77056
(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 1.03. |
Bankruptcy or Receivership. |
As previously disclosed, on December 3, 2015, Offshore Group
Investment Limited, a Cayman Islands exempted company (“OGIL”), a wholly-owned subsidiary of Vantage Drilling Company (the “Company”), and certain subsidiaries of OGIL (together with OGIL, the
“Vantage Debtors”) filed voluntary petitions (“Bankruptcy Petitions”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief
under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) to pursue a pre-packaged chapter 11 plan of reorganization (the “Plan”). During the pendency of the
Bankruptcy Petitions, the Vantage Debtors continued to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.
On January 15, 2016, the Bankruptcy Court entered an order confirming the Plan. The JOLs (as defined below) have been advised by the Vantage Debtors that
the Vantage Debtors closed the refinancing transactions under the Plan, and the Plan became effective on February 10, 2016. As a result of the effectiveness of the Plan, the Vantage Debtors, including OGIL, are no longer subsidiaries of the
Company.
The Company’s previously reported liquidation proceedings in the Cayman Islands are continuing, and on January 18, 2016, the Grand
Court of the Cayman Islands (the “Cayman Court”) appointed Alex Lawson and Kris Beighton of KPMG in the Cayman Islands as joint official liquidators (“JOLs”) of the Company.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective February 10, 2016, the Company received resignations from (1) all of the directors of the Company, (2) the principal executive officer
and president of the Company, (3) the principal financial and accounting officer of the Company, (4) the principal operating officer of the Company and (5) each other named executive officer of the Company.
As a result of the Cayman Court’s order on January 18, 2016, the JOLs will manage the Company’s liquidation and have assumed full control of
the Company’s affairs subject to the Cayman Court’s supervision. The JOLs have full authority to act on behalf of the Company, including the signing of periodic reports to the Securities and Exchange Commission.
| Item 7.01. |
Regulation FD Disclosures. |
The information set forth above in Item 1.03 and Item 5.02 of this
Form 8-K is incorporated herein by reference.
On February 10, 2016, in connection with the Plan, 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 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 (the “Exchange Act”), 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 (the “Securities Act”). The Company does not undertake to update the information as
posted on its website; however, it may post additional information included in future press releases and Forms 8-K, as well as posting its periodic Exchange Act reports.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to the Company’s plans, goals, strategies, intent,
beliefs and current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements
reflect the Company’s current views with respect to future events
and are based on assumptions and subject to risks and uncertainties. Items contemplating or making assumptions about the Company’s industry, business strategy, goals, expectations concerning
the Company’s market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information also constitute such forward-looking statements. You should not place
undue reliance on these forward-looking statements.
These forward-looking statements can be identified by the use of terms and phrases such as
“believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,”
“could,” “should,” etc.). The Company’s actual results could differ materially from those anticipated in these forward-looking statements.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) 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 of OGIL, dated February 10, 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: February 10, 2016
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| VANTAGE DRILLING COMPANY |
| (in official liquidation) |
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| /S/ Alexander Lawson |
| Alexander Lawson
Joint Official Liquidator and Authorized Signatory |
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 of OGIL dated February 10, 2016. |
Exhibit 99.1
Offshore Group Investment Limited (Now Known as Vantage Drilling International) Successfully Completes Prepackaged Restructuring
Emerges From Chapter 11 with $75 Million in New Financing
HOUSTON, TX – February 10, 2016 – Offshore Group Investment Limited (“OGIL” or the “Company”)
today announced that it has successfully completed its prepackaged restructuring and recapitalization and emerged from chapter 11 bankruptcy protection.
Through its prepackaged chapter 11 plan, OGIL eliminated more than $1.5 billion of senior secured debt and most cash interest and received $75 million in new
exit financing. The Company believes its new capital structure creates a strong foundation for long-term success.
“Today marks the completion of a
restructuring and recapitalization that allows the Company to move forward with a solid financial foundation from which we expect to continue to operate successfully and grow,” said Paul Bragg, Chief Executive Officer. “We now have the
financial flexibility to continue to provide our customers with industry-leading expertise and safe, efficient drilling services, as is our norm. On behalf of the management team, I would like to extend my gratitude to our employees for their hard
work and dedication and to our customers, suppliers, and stakeholders for their support during this process.”
The Company also announced today a
newly constituted Board of Directors, effective in conjunction with the Company’s emergence from chapter 11:
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Nils E. Larsen – Senior Operating Adviser working with The Carlyle Group’s U.S. Equity Opportunities Fund. Prior to partnering with The Carlyle Group, Mr. Larsen served in a variety of senior
executive positions with Tribune Company, including as President and Chief Executive Officer of Tribune Broadcasting and as Co-President of Tribune Company. |
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L. Spencer Wells – Founder and Partner of Drivetrain Advisors, a provider of fiduciary services to members of the alternative investment community, with a particular expertise in restructuring and
turnarounds. Previously, Mr. Wells served as senior advisor and partner with TPG Special Situations Partner. |
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Esa Ikaheimonen – Former Executive Vice President and Chief Financial Officer of Transocean Ltd. Mr. Ikaheimonen previously served as Chief Executive Officer of Seadrill’s Asia Offshore Drilling
subsidiary and Senior Vice President and Chief Financial Officer of Seadrill Ltd. He has served on the board of directors of Transocean Partners, LLC, as Chairman of the Board, and as an independent director of Ahlstrom Plc where he served as
Chairman of the Audit Committee. |
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Matthew Bonanno – Partner of York Capital Management and currently a member of the Board, in his capacity as a York employee, of Rever Offshore AS and all entities incorporated pursuant to York’s
partnership with Costamare Inc. and Augustea Bunge Maritime. |
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Paul A. Bragg – With the Company since its inception in 2006 as its Chief Executive Officer. Before then, Mr. Bragg was employed by Pride International, Inc., which was one of the world’s largest
international drilling and oilfield services companies prior to being acquired by Ensco plc. At Pride, Mr. Bragg served as Chief Executive Officer from 1999 through 2005, Chief Operating Officer from 1997 through 1999, and Vice President and
Chief Financial Officer from 1993 through 1997. As a result of his three decades in offshore drilling, Mr. Bragg is experienced in operational, financial, and marketing strategies relating to the industry. |
After the Company’s emergence from chapter 11, two additional directors will be appointed:
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Scott McCarty – Partner of Q Investments and with Q since 2002. Prior to his current position as manager of the venture capital, private equity, and distressed investment groups, he was a portfolio manager.
Before joining Q Investments, Mr. McCarty was a captain in the United States Army and worked in the office of United States Senator Kay Bailey Hutchison. |
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Tom Bates – Has 40 years of operational experience in the oil and gas industry, having held executive leadership positions at several major energy companies. He previously served as group president at Baker
Hughes, chief executive officer at Weatherford-Enterra, and president of the Anadrill division of Schlumberger. A current director of TETRA Technologies, Mr. Bates also has served as Chairman of the Board of Hercules Offshore, Inc. in addition
to serving on several other public company energy-related boards. He also was managing director and then senior advisor at Lime Rock Partners, an energy-focused private equity investment firm. Mr. Bates has a doctorate in mechanical engineering
from the University of Michigan. He is currently an adjunct professor and co-chair of the advisory board for the Energy MBA Program at the Neeley School of Business at Texas Christian University in Fort Worth. |
Mr. Bragg said, “Our newly constituted Board includes a diverse group of individuals with a range of experience and expertise who will bring fresh
perspective to the Company. We look forward to benefitting from their guidance as we embark on our new beginning.”
The Company further announced
that it has changed its name to Vantage Drilling International effective upon the completion of the restructuring and recapitalization.
As previously
announced, the Company’s prepackaged chapter 11 plan was confirmed by the United States Bankruptcy Court for the District of Delaware on January 15, 2016.
Weil, Gotshal & Manges LLP served as legal counsel and Lazard Frères & Co. LLC served as investment banker to the Company.
Alvarez & Marsal North America, LLC served as financial adviser to the Company.
About OGIL
The Company, 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. 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
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
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 filings with the Securities and Exchange Commission by the Company or its former parent, Vantage Drilling Company. As a result of these factors, actual results may differ materially from those indicated or implied
by such forward-looking statements.
CONTACT INFORMATION
Public & Investor Relations Contact:
Paul A.
Bragg
Chief Executive Officer
Offshore Group Investment
Limited
(now known as Vantage Drilling International)
(281)
404-4700
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