Item 1.01 Entry into a Material Definitive Agreement.

On May 27, 2022, Vantage Holdings International ("VHI"), a wholly owned subsidiary of Vantage Drilling International (the "Company" or "Vantage") closed the sale to ADES Arabia Holding ("ADES Arabia"), of 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, together with an additional $34 million in cash in respect of contract preparation cost reimbursements where mobilization and contract preparation costs would be largely reimbursable by the client to ADES after closing. The purchase price is be subject to certain potential adjustments. $4 million of the proceeds was retained in escrow as security for such potential price adjustments. EDC is the owner of the Emerald Driller jackup rig, the Sapphire Driller jackup rig and the Aquamarine Driller jackup rig, each of which is operating in Qatar, along with their respective drilling contracts. In addition, subsidiaries of Vantage and ADES entered into a support services agreements, pursuant to which a subsidiary of Vantage will, in exchange for customary fees and reimbursements, 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 Company continues to evaluate potential uses of the proceeds from the transaction.




Item 8.01 Other Events.

On May 31, 2022, the Company issued a press release announcing the consummation of the sale of the equity interests of EDC. 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.




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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
                        May 31, 2022
104                     Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)

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