Filed Pursuant to Rule 424(b)(3)
RegistrationNo. 333-224793
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 17, 2018)
2,841,768 Units of Stapled Securities
representing
2,841,768 Ordinary Shares and
$490,517,574.48 original issuance amount of
1%/12%Step-Up Senior Secured Third Lien Convertible Notes due 2030
655,094 Ordinary Shares
Vantage Drilling International
Stapled Securities and Ordinary Shares
This is supplement no. 11 to the prospectus dated May 17, 2018 that relates to the offer and resale of up to (a) an aggregate of 2,841,768 units of stapled securities (the “Stapled Securities”) (including the ordinary shares of Vantage Drilling International (the “Ordinary Shares” or “New Shares”) (i) forming a part thereof that may become separated therefrom as described in the prospectus and (ii) that are issuable upon the conversion of the Notes (as defined below) forming a part thereof) and (b) an aggregate of 655,094 Ordinary Shares that are not part of any Stapled Securities, of Vantage Drilling International by the selling holders identified in the prospectus. As of February 10, 2016, the original issuance date thereof, each Stapled Security initially represented one Ordinary Share and an original issuance amount of $172.61 principal amount of 1%/12%Step-Up Senior Secured Third Lien Convertible Notes due 2030 (the “Notes” or “Convertible Notes”), in each case subject to adjustment as further described in the prospectus. Interest on the Notes accrues at a rate of 1% per year from February 10, 2016, the issue date of the Notes, through, but not including, the fourth anniversary of February 10, 2016. From and after the fourth anniversary of February 10, 2016 and through the maturity date of the Notes, interest will accrue at a rate of 12% per year. Interest on the Notes is payable in kind, semi-annually (in arrears) on June 30 and December 31 of each year by increasing the outstanding principal amount of the Notes. The Notes are mandatorily convertible, in whole or in part, into Ordinary Shares upon the occurrence of certain events enumerated in the indenture governing the Notes, as further described in the prospectus. Accordingly, the Notes, or portions thereof, may be converted into Ordinary Shares without the consent of the holder thereof in certain circumstances, as further described in the prospectus. We are not selling any Stapled Securities or Ordinary Shares under this prospectus. We will not receive any proceeds from the sale of Stapled Securities or Ordinary Shares being offered by the selling holders.
The selling holders may offer Stapled Securities and Ordinary Shares from time to time, if and to the extent as they may determine, through public or private transactions or through other means described under “Plan of Distribution” in the prospectus at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The selling holders may sell Stapled Securities or Ordinary Shares through agents they select or through underwriters and dealers they select. The selling holders also may sell Stapled Securities or Ordinary Shares directly to investors. If the selling holders use agents, underwriters or dealers to sell the Stapled Securities or Ordinary Shares, we will name such agents, underwriters or dealers and describe any applicable commissions or discounts in a supplement to this prospectus if required.
Our Stapled Securities are quoted on theOver-The-Counter Bulletin Board (the “OTCBB”) and on the Over the Counter Pink Market (“OTC Pink”) under the symbol “VTGGF.” The last reported sale price per Stapled Security as quoted on the OTCBB was $225.00, on November 15, 2018. Our Ordinary Shares are not listed on any national securities exchange and no public market currently exists for our Ordinary Shares.
Recent Developments
We have attached to this prospectus supplement the Form8-K of the Company filed on November 19, 2018. The attached information updates and supplements, and should be read together with, the Company’s prospectus dated May 17, 2018, as supplemented from time to time.
Investing in our Stapled Securities and Ordinary Shares involves risks. See the section entitled “Risk Factors” in the prospectus and in our annual report onForm 10-K for the year ended December 31, 2017, as amended by our annual report onForm 10-K/A for the year ended December 31, 2017 (as so amended, the “Annual Report”), which is incorporated by reference therein, for a discussion of certain risks that you should consider before buying our Stapled Securities or Ordinary Shares.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 19, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): November 19, 2018
Vantage Drilling International
(Exact name of registrant as specified in its charter)
| Cayman Islands | 333-217678 | 98-1372204 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
c/o Vantage Energy Services, Inc.
777 Post Oak Boulevard, Suite 800
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
Effective November 19, 2018, Vantage Drilling International (“Vantage”) concluded a settlement agreement with the United States Securities and Exchange Commission (the “SEC”) resolving the SEC’s investigation into possible violations of the internal accounting control provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”) by its former parent company, Vantage Drilling Company, a Cayman Islands exempted company (“VDC”), and VDC’s subsidiaries (including Vantage and Vantage’s subsidiaries, the foregoing having been subsidiaries of VDC at the commencement of the investigation). As part of the settlement, which arose out of VDC’s dealings with Petroleo Brasileiro S.A., Vantage has agreed to pay $5 million. Vantage neither admitted nor denied any of the SEC’s allegations, except as to jurisdiction, which it admitted. Vantage accrued a liability for the payment in the fourth quarter of 2017. With the settlement of this matter with the SEC and the earlier decision by the United States Department of Justice to close its inquiry into Vantage and VDC without taking any action, the investigation of Vantage and VDC by the United States government for possible violations of the FCPA has formally concluded.
On November 19, 2018, the Company issued a press release announcing the above-mentioned settlement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release of Vantage Drilling International dated November 19, 2018. | |
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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: November 19, 2018
| VANTAGE DRILLING INTERNATIONAL |
/S/ Douglas E. Stewart |
Douglas E. Stewart |
Vice President, General Counsel and Corporate Secretary |
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Exhibit 99.1
Vantage Drilling International Announces Closing of FCPA Investigation by the SEC
HOUSTON, TX, November 19, 2018 – Vantage Drilling International (“Vantage” or the “Company”) announced today that it has concluded a settlement agreement with the United States Securities and Exchange Commission (the “SEC”) resolving the SEC’s investigation into possible violations of the internal accounting control provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”) by its former parent company, Vantage Drilling Company, a Cayman Islands exempted company (“VDC”), and VDC’s subsidiaries (including Vantage and Vantage’s subsidiaries, the foregoing having been subsidiaries of VDC at the commencement of the investigation). As part of the settlement, which arose out of VDC’s dealings with Petroleo Brasileiro S.A. (“Petrobras”), Vantage has agreed to pay $5 million. Vantage neither admitted nor denied any of the SEC’s allegations, except as to jurisdiction, which it admitted.
As previously disclosed in August 2017, Vantage received a letter from the United States Department of Justice (the “DOJ”) acknowledging Vantage’s full cooperation in the DOJ’s investigation concerning possible violations by Vantage of the FCPA and indicating that the DOJ closed its investigation without taking any action.
The investigation arose in 2015 from allegations of improper payments by a director of VDC to former officials of Petrobras made in 2009 and 2010 in connection with the contracting of the Titanium Explorer drillship to Petrobras. From the outset of the investigation, the Company has provided its full cooperation to the DOJ and the SEC. The SEC noted, as one of its considerations to resolving the matter, that the Company reconstituted its Board of Directors and put in place a new management team.
With the settlement of this matter with the SEC and the earlier decision by the DOJ to close its inquiry into Vantage and VDC without taking any action, the investigation of Vantage and VDC by the United States government for possible violations of the FCPA has formally concluded.
Mr. Ihab Toma, Vantage’s Chief Executive Officer, stated, “We are very pleased with the closure of the United States government’s investigation into possible violations of the FCPA. Vantage has been, and remains, firmly committed to conducting its operations in compliance with all applicable laws and regulations, including the FCPA.”
Vantage Drilling International, a Cayman Islands exempted company, is an offshore drilling contractor, with a fleet of three ultra-deepwater drillships and four 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 globally for major, national and independent oil and natural gas companies. Vantage also provides construction supervision services and preservation management services for, and will operate and manage, drilling units owned by others.
The information above includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified above or as disclosed from time to time in the Company’s filings with the Securities and Exchange Commission. As a result of these factors, actual results may differ materially from those indicated or implied by such forward-looking statements. Vantage disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
SOURCE: Vantage Drilling International
Public & Investor Relations Contact:
Thomas J. Cimino
Chief Financial Officer
Vantage Drilling International
(281)404-4700