Item 1.01 Entry into a Material Definitive Agreement.
On December 6, 2021, the board of directors of Vantage Drilling International
(the "Company" or "Vantage") ratified and approved the entry into that certain
Share Purchase Agreement (the "Agreement") by one of its directly-held
subsidiaries, Vantage Holdings International ("VHI"), with ADES Arabia Holding
("ADES Arabia"), a subsidiary of ADES International Holding ("ADES"), pursuant
to which VHI has agreed to sell to ADES Arabia all of the issued and outstanding
equity of VHI's wholly-owned subsidiary, Emerald Driller Company ("EDC") for a
purchase price of US$170,000,000 in cash subject to certain adjustments. In
addition, Vantage will receive certain amounts reimbursing it for the Sapphire
Driller and Aquamarine Driller Qatari contracts preparation and mobilization
costs incurred prior to closing. EDC is the owner of the Emerald Driller jackup
rig, which is operating in Qatar, and will own prior to the closing of the sale
transaction the Sapphire Driller jackup rig and the Aquamarine Driller jackup
rig, which are expected to commence operations in Qatar in the first and second
quarter of 2022, respectively. In addition, at closing of the transaction,
subsidiaries of Vantage and ADES agreed to enter into a support services
agreement, pursuant to which a subsidiary of Vantage will provide support
services to ADES Arabia in respect of the three rigs operating in Qatar for
three years. ADES is a 49% partner in the Company's ADVantage Drilling Services
SAE joint venture in Egypt.
The Agreement became effective on December 20, 2021. Closing under the Agreement
is expected to occur during the second quarter of 2022 and is subject to
customary closing conditions. The Company continues to evaluate potential uses
of the proceeds from the transaction.
Item 8.01 Other Events.
On December 21, 2021, the Company issued a press release announcing the entry
into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
***
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 that it may be required to make, or may otherwise voluntarily make, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibits
99.1 Press Release of Vantage Drilling International, dated
December 21, 2021
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
VANE DRIL 