Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
VTG > SEC Filings for VTG > Form 8-K on 3-Apr-2013All Recent SEC Filings

Show all filings for VANTAGE DRILLING CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VANTAGE DRILLING CO


3-Apr-2013

Entry into a Material Definitive Agreement, Termination of a Material Definit


Item 1.01. Entry into a Material Definitive Agreement.

2023 Notes Indenture and Registration Rights Agreement

On March 28, 2013, Offshore Group Investment Limited ("OGIL"), a wholly-owned subsidiary of Vantage Drilling Company ("Vantage" or the "Company"), issued $775 million aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023 (the "2023 Notes") under an indenture dated as of March 28, 2013 (the "2023 Notes Indenture"), among OGIL, Vantage as a guarantor, the other guarantors named therein, and Wells Fargo Bank, National Association, as trustee and collateral agent. Vantage used or will use the net proceeds from this offering, together with proceeds from the Term Loan (defined below), (i) to pay the total consideration relating to the Tender Offer (defined below), (ii) for general corporate purposes, and (iii) to pay fees and expenses relating to the issuance of the 2023 Notes, the Term Loan and the Tender Offer and related consent solicitation.

The 2023 Notes mature on April 1, 2023 and bear interest at an annual rate of 7.125%. Interest on outstanding 2023 Notes is payable semi-annually, in arrears, on April 1 and October 1 of each year, commencing on October 1, 2013. The 2023 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Vantage and each of OGIL's existing and future subsidiaries and by certain of Vantage's other subsidiaries.

The 2023 Notes and the related guarantees will be secured by a first priority security interest in the Emerald Driller, the Sapphire Driller, the Topaz Driller, the Aquamarine Driller, the Platinum Explorer, the Titanium Explorer, and upon its delivery, the Tungsten Explorer. The 2023 Notes and the related guarantees will also be secured by certain other assets of OGIL and the guarantors (other than Vantage) and by a pledge of the stock of OGIL and the guarantors (other than Vantage), in each case, subject to certain exceptions and permitted liens. The 2023 Notes: (i) are OGIL's senior secured obligations,
(ii) rank equal in right of payment with OGIL's existing and future senior indebtedness, subject to certain exceptions and (iii) rank senior in right of payment to all of OGIL's existing and future subordinated indebtedness. The guarantees of each guarantor will (a) be senior secured obligations of that guarantor, (b) rank equal in right of payment with all of that guarantor's existing and future senior indebtedness, subject to certain exceptions and
(c) rank senior in right of payment to all of that guarantor's existing and future subordinated indebtedness.

On or after April 1, 2018, OGIL may redeem the 2023 Notes, in whole or in part, at one time or from time to time, upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and any additional interest, if any, on the 2023 Notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of holders of the 2023 Notes on the relevant record date to receive interest on the relevant interest payment date:

             For the Period Below                       Percentage
             On or after April 1, 2018                     103.5625 %
             On or after April 1, 2019                     102.3750 %
             On or after April 1, 2020                     101.1875 %
             On or after April 1, 2021 and thereafter      100.0000 %


Unless OGIL defaults in the payment of the redemption price, interest will cease to accrue on the 2023 Notes or portions thereof called for redemption on the applicable redemption date. In addition, OGIL may, at its option, redeem some or all of the 2023 Notes at any time or from time to time prior to April 1, 2018 by paying a "make-whole" premium.

At any time prior to April 1, 2016, OGIL may, at its option, redeem up to 35% of the aggregate principal amount of the 2023 Notes, at one time or from time to time, at a redemption price equal to 107.125% of the principal amount, plus accrued and unpaid interest and additional interest, if any, to the applicable redemption date, with the net cash proceeds of certain equity offerings; provided that (i) at least 65% of the aggregate principal amount of 2023 Notes originally issued under the 2023 Notes Indenture remain outstanding immediately after the occurrence of such redemption and (ii) the redemption occurs within 60 days of the date of the closing of such equity offering.

Under certain circumstances and subject to certain conditions, OGIL also has the option to redeem the 2023 Notes, in whole but not in part, at any time, at a redemption price of 100% of the aggregate principal amount of the 2023 Notes, plus any accrued and unpaid interest, if any, to the date of redemption, if OGIL or any guarantor has become or would become obligated to pay certain amounts as a result of the imposition of withholding taxes on the 2023 Notes as a result of a change in the laws of any jurisdiction in which OGIL or any guarantor is organized or otherwise considered by a taxing authority to be a resident for tax purposes or from or through which OGIL or any guarantor makes a payment on the 2023 Notes or any guarantee.

Upon certain events of loss with respect to a vessel, OGIL will be required to redeem, on a pro rata basis, the 2023 Notes and certain other pari passu . . .



Item 1.02. - Termination of a Material Definitive Agreement.

Satisfaction and Discharge of 2015 Notes Indenture

On March 28, 2013, Wells Fargo Bank, National Association, as trustee, entered into a Satisfaction and Discharge of Indenture (the "Satisfaction of the 2015 Notes Indenture"). The Satisfaction of the 2015 Notes Indenture, among other things, discharged the 2015 Notes Indenture and the obligations of OGIL, Vantage as a guarantor and the other guarantors thereunder (subject to limited exceptions) and released all of the liens securing the obligations under the 2015 Notes Indenture and related guarantees.



Item 2.03. - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information provided under Item 1.01 with respect to the Term Loan, Amended and Restated Credit Agreement and 2023 Notes is incorporated herein by reference.




Item 8.01. - Other Events.

On March 28, 2013, OGIL announced (i) the results of the Tender Offer by OGIL of any and all of the 2015 Notes and the related consent solicitation and (ii) the closing of its offering of the 2023 Notes, the entry into the Term Loan and the settlement of the Tender Offer. Copies of the press releases announcing these events are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.



Item 9.01. - Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number                                Exhibit Description
4.1          Indenture dated as of March 28, 2013 by and among OGIL, Vantage as a
             guarantor, the other guarantors party thereto and Wells Fargo Bank,
             National Association, as trustee and collateral agent

4.2          Eighth Supplemental Indenture dated as of March 28, 2013, by and among
             OGIL, Vantage as a guarantor, the other guarantors party thereto and
             Wells Fargo Bank, National Association, as trustee and collateral
             agent

4.3          Satisfaction and Discharge of Indenture dated as of March 28, 2013,
             made by Wells Fargo Bank, National Association as trustee

10.1         Second Term Loan Agreement dated as of March 28, 2013, by and among
             OGIL and Vantage Delaware Holdings, LLC, as borrowers, Vantage as a
             guarantor, the other guarantors party thereto, Citibank N.A., as
             administrative agent, and Wells Fargo Bank, National Association, as
             collateral agent

10.2         Amended and Restated Credit Agreement dated as of March 28, 2013, by
             and among OGIL, Vantage as a guarantor, the other guarantors party
             thereto, the lenders from time to time party thereto, Royal Bank of
             Canada, as administrative agent, and RBC Capital Markets as sole lead
             arranger and sole bookrunner

10.3         Registration Rights Agreement dated as of March 28, 2013 by and among
             OGIL, Vantage as a guarantor, the other guarantors party thereto,
             Citigroup Global Markets Inc. and Jefferies LLC, as representatives of
             the several initial purchasers of the 2023 Notes

99.1         Press Release dated March 28, 2013, regarding the results of the
             previously announced tender offer and consent solicitation by OGIL.

99.2         Press Release dated March 28, 2013, regarding the closing of the
             senior secured financing transactions and redemption of 2015 Notes


  Add VTG to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for VTG - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.