Vantage Drilling Announces Pricing of Offering of $85 Million of 5.50% Convertible Senior Notes Due 2043

Vantage Drilling Announces Pricing of Offering of $85 Million of 5.50% 
Convertible Senior Notes Due 2043 
HOUSTON, TX -- (Marketwired) -- 07/11/13 --  Vantage Drilling Company
("Vantage") (NYSE MKT: VTG) announced today that it has priced an
offering (the "Offering") of $85 million aggregate principal amount
of 5.50% Convertible Senior Notes due 2043 (the "Notes"). Vantage
granted to the initial purchaser an option to purchase up to an
additional $15 million aggregate principal amount of the Notes on the
same terms and conditions. 
The Notes will mature on July 15, 2043, unless earlier converted,
redeemed or repurchased in accordance with the indenture governing
the Notes. The Notes will bear interest at a rate of 5.50% and will
be payable semi-annually in arrears on January 15 and July 15 of each
year, beginning January 15, 2014. 
The Notes will be convertible into Vantage's ordinary shares, cash or
a combination of ordinary shares and cash, at Vantage's election,
based upon an initial conversion rate of 418.6289 ordinary shares per
$1,000 principal amount of Notes (equivalent to an initial conversion
price of approximately $2.39 per ordinary share). In addition, for
conversions by holders after July 15, 2013 and prior to July 15,
2016, converting holders will be entitled to a conversion make whole
payment upon conversion. 
The Notes will be subject to redemption by Vantage at its option on
or after July 15, 2016 and before July 15, 2018 if the volume
weighted average price of Vantage's ordinary shares is greater than
or equal to 150% of the applicable conversion price for at least 20
trading days during any 30 consecutive trading day period ending
within five trading days prior to the notice of redemption. In
addition, Vantage may redeem the Notes at any time on and after July
15, 2018. In each case, the redemption purchase price will be equal
to 100% of the principal amount of the Notes being redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date. 
The Notes will be subject to repurchase by Vantage at the option of
holders of the Notes on July 15, 2016 and on July 15, 2018 for cash
at a price equal to 100% of the principal amount of the Notes being
repurchased, plus accrued and unpaid interest to, but excluding, the
repurchase
 date. 
The Notes will be Vantage's senior, unsecured obligations, and will
rank senior in right of payment to all of Vantage's existing and
future subordinated indebtedness and equal in right of payment with
any of Vantage's other existing and future senior unsecured
indebtedness, including Vantage's 7.875% Senior Convertible Notes due
2042. The Notes will be structurally subordinated to all debt and
other liabilities of Vantage's subsidiaries and will be effectively
junior to Vantage's secured debt to the extent of the value of the
assets securing such debt. 
The closing of the Offering is expected to occur on or about July 16,
2013, subject to customary closing conditions. The net proceeds from
the Offering, if completed, are expected to be used by Vantage to
fund the initial payment of $59.5 million under the construction
contract for the Cobalt Explorer drillship and the remainder for
general corporate purposes. 
The Notes and the ordinary shares issuable upon conversion of 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 and applicable state securities
laws. The Notes will be 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. 
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any of the Notes. Any offers of the
Notes will be made only by means of a confidential offering
memorandum.  
About Vantage 
Vantage, 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, 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" within the meaning of the Private
Securities Litigation Reform Act of 1995. 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 
(281) 404-4700 
 
 
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