Vantage Drilling Announces Closing of $100 Million of 5.50% Convertible Senior Notes Due 2043

Vantage Drilling Announces Closing of $100 Million of 5.50% Convertible Senior 
Notes Due 2043 
HOUSTON, TX -- (Marketwired) -- 07/16/13 --  Vantage Drilling Company
("Vantage") (NYSE MKT: VTG) announced today that it closed an
offering of $100 million aggregate principal amount of 5.50%
Convertible Senior Notes due 2043 (the "Notes"), including the
exercise by the initial purchaser of the Notes of its option to
purchase $15 million aggregate principal amount of additional Notes. 
The Notes mature on July 15, 2043, unless earlier converted, redeemed
or repurchased in accordance with the indenture governing the Notes.
The Notes bear interest at a rate of 5.50% and are payable
semi-annually in arrears on January 15 and July 15 of each year,
beginning January 15, 2014. 
The Notes are 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 are entitled to a make whole payment upon
The Notes are 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 is 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 are 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 are Vantage's senior, unsecured obligations, and 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 are structurally subordinated to all debt and other liabilities
of Vantage's subsidiaries and are effectively junior to Vantage's
secured debt to the extent of the value of the assets securing such
The net proceeds from the Notes are 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
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 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. 
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 were 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
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. 
For further information, contact:
Paul A. Bragg 
Chairman and Chief Executive Officer
(281) 404-4700 
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