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): August 14, 2012
Vantage Drilling Company
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-34094 | N/A | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
777 Post Oak Boulevard, Suite 800 Houston, Texas | 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 obligations of the registrant under any of the following (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 August 14, 2012, Vantage Drilling Company (“Vantage” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lazard Capital Markets LLC as underwriter of the offering and sale of $50,000,000 aggregate principal amount of the Company’s 7.875% Convertible Senior Notes due 2042 (the “Notes”) under the Company’s effective shelf registration statement on Form S-3 (File No. 333-175994). The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary closing conditions, indemnification rights and termination provisions.
The sale of the Notes is expected to close on August 21, 2012, subject to customary closing conditions. The Company intends to use the net proceeds of the sale of the Notes to fund capital expenditures and working capital needs as well as for general corporate purposes.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit and 10.1, and the contents thereof are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
Exhibit Number | Exhibit Description | |
| 10.1 | Underwriting Agreement dated August 14, 2012, by and between Vantage and Lazard Capital Markets LLC. | |
SIGNATURES
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.
| VANTAGE DRILLING COMPANY | ||||||
Date: August 16, 2012 | By: | /s/ Douglas G. Smith | ||||
Douglas G. Smith Chief Financial Officer | ||||||
INDEX TO EXHIBITS
Exhibit | Exhibit Description | |
| 10.1 | Underwriting Agreement dated August 14, 2012, by and between Vantage and Lazard Capital Markets LLC. | |