UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 21, 2010
Vantage Drilling Company
(Exact name of registrant as specified in its charter)
| | | | |
| Cayman Islands | | 1-34094 | | N/A |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
777 Post Oak Boulevard, Suite 610 Houston, TX | | 77056 |
| (Address of principal executive offices) | | (Zip Code) |
(281) 404-4700
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 21, 2010, Vantage Drilling Company (the “Company”) entered into an Underwriting Agreement with Johnson Rice & Company L.L.C., on behalf of the several underwriters, for the public offering of 30,000,000 of the Company’s ordinary shares, par value $.001 per share (the “Ordinary Shares”). After deducting underwriting discounts and commissions and estimated offering expenses, the Company expects to realize net proceeds of approximately $41.2 million.
The offer and sale of the Ordinary Shares is registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-159299), and the offering was made pursuant to a prospectus dated July 13, 2009, as supplemented by a prospectus supplement dated January 22, 2010, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. The closing of the offering is scheduled for January 27, 2010.
The foregoing description of the Underwriting Agreement is not complete and is qualified by reference to the complete document, which is filed as Exhibit 1.1 to this Form 8-K, and is incorporated herein by reference.
On January 21, 2010, the Company issued a press release announcing that it had priced its public offering of 30,000,000 Ordinary Shares, and an additional 4,500,000 Ordinary Shares to cover any over-allotments, at a price to the public of $1.49 per share. The press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
Number | | Description of Exhibit |
| |
| 1.1 | | Underwriting Agreement dated January 21, 2010, between Vantage Drilling Company and Johnson Rice & Company L.L.C., as representative of the several underwriters. |
| |
| 5.1 | | Opinion of Maples & Calder. |
| |
| 23.1 | | Consent of Maples & Calder (included in Exhibit 5.1 hereto). |
| |
| 99.1 | | Press Release dated January 21, 2010. |
[Signature page follows]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 22, 2010
|
| VANTAGE DRILLING COMPANY |
|
| /S/ CHRIS E. CELANO |
| Chris E. Celano, |
| Vice President and General Counsel |
INDEX TO EXHIBITS
| | |
Exhibit
Number | | Description of Exhibit |
| |
| 1.1 | | Underwriting Agreement dated January 21, 2010, between Vantage Drilling Company and Johnson Rice & Company L.L.C., as representative of the several underwriters. |
| |
| 5.1 | | Opinion of Maples & Calder. |
| |
| 23.1 | | Consent of Maples & Calder (included in Exhibit 5.1 hereto). |
| |
| 99.1 | | Press Release dated January 21, 2010. |
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