Vantage Drilling Announces Closing of Senior Secured Financing Transactions and Redemption of Outstanding 11 1/2% Senior

Vantage Drilling Announces Closing of Senior Secured Financing Transactions and 
Redemption of Outstanding 11 1/2% Senior Secured
First Lien Notes Due 2015 by Its Wholly-Owned Subsidiary Offshore
Group Investment Limited 
HOUSTON, TX -- (Marketwire) -- 03/28/13 --  Vantage Drilling Company
("Vantage") (NYSE MKT: VTG) announced today that its wholly-owned
subsidiary Offshore Group Investment Limited ("OGIL") closed an
offering of $775 million aggregate principal amount of 7.125% Senior
Secured First Lien Notes due 2023 (the "Notes"), a Term Loan in the
aggregate principal amount of $350 million (the "Term Loan" and
collectively with the Notes, the "Financings") and an Amended and
Restated Credit Agreement in the amount of $200 million (the "Credit
Agreement"). 
In addition, Vantage announced today that OGIL has delivered notice
to the holders of all of its outstanding 11 1/2% Senior Secured First
Lien Notes due 2015 (the "2015 Notes") of its intention to redeem any
and all of the 2015 Notes pursuant to the Indenture governing the
2015 Notes. The redemption price for the 2015 Notes will be 108.625%
of the outstanding principal amount of the 2015 Notes. The redemption
of the 2015 Notes is expected to be completed on April 29, 2013. 
The Notes were issued at par and are guaranteed by Vantage and each
of OGIL's existing and future subsidiaries and by certain of
Vantage's other subsidiaries. The Notes and the related guarantees
are secured by all of OGIL's assets including 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, 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 Term Loan was issued at 98.50% of its face value and will bear
interest at adjusted LIBOR plus a margin of 4.50% per annum, with a
LIBOR floor of 1.25% per annum or the alternative base rate (based on
the highest of Citibank's prime rate, the federal funds rate minus
0.50% and one-month adjusted LIBOR plus 1.00%) plus a margin of 3.50%
per annum. The Term Loan will amortize in equal quarterly
installments in aggregate annual amounts equal to 1.00% of the
original principal amount of the Term Loan, with the balance payable
on the sixth anniversary of the Term Loan. The Term Loan is secured
by the same collateral securing the Notes. 
The Credit Agreement has a maturity date of April 25, 2017 and will
bear interest at the adjusted base rate plus a margin of 2.50% per
annum or LIBOR plus a margin of 3.50% per annum, at our option. Under
the Credit Agreement, we can draw amounts for advances and letters of
credit up to an aggregate principal amount of $200 million. The
Credit Agreement is secured by the same collateral as the Notes and
the Term Loan. 
The net proceeds from the Financings will be used by OGIL (i) to pay
the total consideration and accrued and unpaid interest on the 2015
Notes purchased in accordance with the terms of the tender offer and
consent solicitation for the outstanding 2015 Notes, (ii) for general
corporate purposes and (iii) to pay fees and expenses related to the
Financings. The Credit Agreement may be used by Vantage and OGIL from
time to time for the issuance of letters of credit and for general
corporate purposes.  
The Notes have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or applicable state securities
laws, and may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements of the Securities Act. The Notes were offered only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to persons outside the United States pursuant to
Regulation S of the Securities Act. Unless so registered, the Notes
may not be offered or sold in the United States except pursuant to an
exemption under the Securities Act and applicable state securities
laws. 
This press release does not constitute an offer to sell or
solicitation of an offer to buy any security, nor will there be any
sale of such security in any jurisdiction in which such offer, sale
or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.  
About Vantage
 Vantage, a Cayman Islands exempted company, is an
offshore drilling contractor, with an owned fleet of two
ultra-deepwater drillships, the Platinum Explorer and the Titanium
Explorer, as well as an additional ultra-deepwater drillship, the
Tungsten Explorer, now under construction, and four Baker Marine
Pacific Class 375 ultra-premium jackup drilling rigs. Vantage'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. Vantage also provides construction supervision services for,
and will operate and manage, drilling units owned by others. Through
its fleet of seven owned drilling units, Vantage 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". These
forward-looking statements represent Vantage'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 Vantage's control, that
could cause actual results to differ materially from the results
discussed in the forward-looking statements.  
Any forward-looking statement speaks only as of the date on which
such statement is made, and, except as required by law, Vantage 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. 
Public & Investor Relations Contact:
Paul A. Bragg
Chairman & Chief Executive Officer
Vantage Drilling Company
(281) 404-4700 
 
 
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