Item 8.01.
Other Events.
On November 18, 2019, Vantage Drilling International (the “Company”) issued a press release announcing that its board of directors authorized and directed the conversion of all of the Company’s currently outstanding 1%/12%Step-Up Senior Secured Third Lien Convertible Notes (the “Notes”), into ordinary shares of the Company (the “Conversion”), pursuant to and in accordance with the terms of the indenture governing the Notes. The Company also announced that it delivered an instruction to the trustee of the Notes to effectuate the Conversion of all of the outstanding Notes.
In connection with the Conversion, the Company expects to issue an additional 8,114,984 ordinary shares in respect of the Notes, as a result of which the Company will have 13,115,037 issued and outstanding ordinary shares. The Company expects that all outstanding Notes will be converted into ordinary shares of the Company on or around December 3, 2019, at which time the Notes, and the Company’s stapled securities, would no longer be outstanding.
In addition, the Company announced that on November 15, 2018, Vantage Deepwater Drilling Company and Vantage Deepwater Drilling, Inc., subsidiaries of the Company, purchased a Specific Litigation Insurance Policy (the “Policy”). The Policy covers, subject to certain limited exclusions and conditions, the risk arising in connection with the receipt by the Company’s subsidiaries, from subsidiaries of Petroleo Brasileiro S.A. (“Petrobras”), of payments relating to the judgment entered in the lawsuit captionedVantage Deepwater Company, et al. v. Petrobras America, Inc., et al., Case No.4:18-CV-2246, U.S. District Court, Southern of Texas, Houston Division, and relating to the arbitration award that is the subject of such lawsuit, prior to the exhaustion of appeals in the lawsuit, including the appeal therefrom (CaseNo. 19-20435 in the United States Court of Appeals for the Fifth Circuit).
The Company’s subsidiaries received $701 million from the subsidiaries of Petrobras. The limit on said policy, together with other assurances obtained by the Company, are expected to cover the entire amount of the payment received by the Company’s subsidiaries from the subsidiaries of Petrobras. However, the Company cannot guarantee that such insurance will be available or sufficient to cover all potential risks that may arise in connection with the ongoing matters with Petrobras.
The Company also announced that its board of directors declared a special cash dividend in the aggregate amount of $525 million, or $40.03 per share following the Conversion, payable on December 17, 2019, to shareholders of record as of the close of business on December 10, 2019. The full text of that release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
