Item 7.01 Regulation FD Disclosure.
Vantage Drilling International (the "Company") entered into certain
confidentiality agreements pursuant to which the Company agreed to publicly
disclose certain information, including material non-public information,
disclosed thereunder (the "Cleansing Materials") upon the occurrence of certain
events set forth in such confidentiality agreements. The Cleansing Materials
will be available on the Company's website at
https://vantagedrilling.com/vantage-news/ as of February 15, 2023.
The Cleansing Materials contain (i) the Company's preliminary estimates of
certain financial results for the three months ended December 31, 2022 and the
fiscal year ended December 31, 2022, and (ii) the Company's projections for the
fiscal year ended December 31, 2023, in each case based on currently available
information. The Company has not yet finalized its results for the three months
ended December 31, 2022, and its consolidated financial statements as of and for
the year ended December 31, 2022 are not currently available. The Company's
actual results remain subject to the completion of the year-end closing process,
which includes review by management and the Company's board of directors,
including the audit committee. While carrying out such procedures, the Company
may identify items that require it to make adjustments to the preliminary
estimates of its results set forth in the Cleansing Materials. As a result, the
Company's actual results could be different from those set forth in the
Cleansing Materials and the differences could be material. Additionally, the
Company's estimates and projections are forward-looking statements based solely
on information available to it as of the date of the Cleansing Materials and may
differ from actual results and such differences may be material. Therefore, a
reader should not place undue reliance on these preliminary estimates and
projections of the Company's results. The preliminary estimates and projections
of the Company's results included in the Cleansing Materials have been prepared
by, and are the responsibility of, the Company's management. The Company's
independent auditors have not audited, reviewed or compiled such preliminary
estimates of the Company's results. The preliminary estimates of certain
financial results presented in the Cleansing Materials should not be considered
a substitute for the annual audited financial information reported by the
Company for the year ended December 31, 2022 once it becomes available.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01 Other Events.
On February 14, 2023, the Company priced an offering of $200 million in
aggregate principal amount of its 9.500% Senior Secured First Lien Notes due
2028 (the "Notes") and entered into a purchase agreement (the "Purchase
Agreement") with several investors (the "Purchasers") pursuant to which the
Company agreed to sell the Notes to the Purchasers. The Notes will bear interest
at an annual rate of 9.500%, payable semi-annually in arrears on February 15 and
August 15 of each year, beginning on August 15, 2023. The Notes will be fully
and unconditionally guaranteed by the Company's material subsidiaries, other
than Vantage Financial Management Co. The closing of the sale of the Notes is
expected to occur on or about March 1, 2023, subject to customary closing
conditions.
The Company will sell the Notes to the Purchasers in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Securities Act"). Any resale by the Purchasers of the Notes shall
be (i) to qualified institutional buyers pursuant to the exemption from
registration provided by Rule 144A under the Securities Act or (ii) pursuant to
Regulation S under the Securities Act. The Company will rely on these exemptions
from registration based in part on representations made by the Purchasers in the
Purchase Agreement. This disclosure shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation or
sale would be unlawful.
***
This foregoing is provided for informational purposes only and does not
constitute an offer to sell, a solicitation of an offer to purchase, or an offer
to purchase with respect to, any securities.
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 and outcomes may differ materially from those indicated
or implied by such forward-looking statements. The Company disclaims any
intention or obligation to update publicly or revise such statements, whether as
a result of new information, future events or
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otherwise.
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