F3 Fund will receive aggregate consideration of approximately $331 million at closing, consisting of approximately $56 million in cash and $275 million in units. Each unit is comprised of one share of common stock and 0.75 warrants to purchase common stock. The warrants included in the Units shall be on terms identical to the warrants included in the units registered for sale to the public by way of Vantage's Registration Statement on Form S-1 (SEC File No. 333-138565), as declared effective by the SEC on May 24, 2007. As part of the transaction, Vantage will: (i) assume approximately $517 million in payments owed under certain contracts for the construction and delivery of the four ultra-premium jackup drilling rigs and (ii) incur approximately $40 million in rig outfitting costs. As part of the transaction, Vantage will also acquire an option to purchase an ultra-deepwater drillship currently under development. A major European bank has provided to Vantage an indicative term sheet providing for debt financing for completion of the jackup rigs of approximately $440 million, subject to completion of the lender's internal processes. The closing of the acquisition and the debt financing are subject to stockholder approval, regulatory clearances and other customary closing conditions.
Vantage will file a Current Report on Form 8-K with the Securities and Exchange Commission, which more fully sets forth the terms of the acquisition.
Vantage was formed for the specific purpose of consummating a business combination in the oilfield services industry. In May 2007, Vantage raised approximately $276 million in its initial public offering.
Ellenoff Grossman & Schole LLP acted as legal advisor to Vantage.
Paul A. Bragg, Chairman and Chief Executive Officer of Vantage, stated, "We are entering into the offshore drilling market with the highest quality assets available. The four Baker Marine Pacific Class 375 jackup rigs are among the highest specification units in the world and will provide customers with the highest efficiency drilling operations. The all-in cost of the units, approximately $220 million each, is very attractive and will position us to make excellent returns for our shareholders. The drillship option will be in force for six months beyond the closing of the jackup acquisition and provide us with an exceptional opportunity to enter into the ultra-deepwater sector of the market, which has the strongest rig demand and longest potential contract visibility. The drillship being developed by Taiwan Marine Transport ("TMT") will be among the world's largest and best equipped for ultra-deepwater drilling. Furthermore, we are pleased with the confidence reflected by TMT's decision to invest $275 million in Vantage. The principals of TMT will be strategic assets to Vantage as we grow the business. Their industry contacts, shipyard relationships and prominent position in Asia will benefit us in building Vantage into a major player in offshore drilling."
TMT is one of the world's largest privately-owned shipping companies and has its operating headquarters in Taiwan. TMT is a global shipping owner and operator of approximately 100 vessels, including: VLCC's, LNG carriers, dry bulk carriers, car carriers, cement carriers and others.
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