Vantage Drilling Announces Pricing of Offering of $775 Million of 7.125% Senior Secured First Lien Notes Due 2023 by Its Wholly-Owned Subsidiary Offshore Group Investment Limited
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HOUSTON, TX, Mar 21 (Marketwire) -- Vantage Drilling Company ("Vantage") (NYSE MKT: VTG) announced today that its wholly-owned subsidiary Offshore Group Investment Limited (the "Issuer") has priced an offering (the "Offering") of $775 million aggregate principal amount of 7.125% Senior Secured First Lien Notes due 2023 (the "Notes"). The Notes will be issued at a price equal to 100% of their face value, plus accrued and unpaid interest from March 28, 2013. The Notes will be guaranteed by Vantage and each of the Issuer's existing and future subsidiaries and by certain of Vantage's other subsidiaries, and will be senior secured obligations of the Issuer and the guarantors. The closing of the Offering is expected to occur on or about March 28, 2013, subject to customary closing conditions. The net proceeds from the Offering, if completed, together with the proceeds from the Issuer's proposed $350 million term loan facility (the "Term Loan"), are expected to be used by the Issuer (i) to pay the total consideration and accrued and unpaid interest on a previously announced tender offer of any and all of the Issuer's existing 11 1/2% Senior Secured First Lien Notes due 2015 (the "Tender Offer"), (ii) for general corporate purposes, and (iii) to pay fees and expenses related to the Offering, the Tender Offer, the Term Loan and related transactions. To the extent any 2015 notes are not tendered and purchased pursuant to the Tender Offer, the Issuer intends to redeem any such notes with proceeds of this offering together with proceeds from the Term Loan. 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 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. 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 and managed 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 Vantage Drilling Company (281) 404-4700 Copyright 2013, Marketwire, All rights reserved. -0-