Vantage Drilling Proposes $960MM of Senior Secured Notes

Vantage Drilling announced that its wholly-owned subsidiary Offshore Group Investment intends to offer, subject to market and other conditions, $960.0 million in aggregate principal amount of Senior Secured Notes due 2015. The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Vantage and certain of its existing and future subsidiaries, including the subsidiaries of the Issuer.

In addition, as previously announced, Vantage has signed a definitive purchase agreement to acquire the remaining 55% interest in Mandarin Drilling Corporation (the owner of the construction contract for the Platinum Explorer) that it does not own from F3 Capital (the "Acquisition").

Concurrently with the consummation of this offering, Vantage intends to make a public offering of its ordinary shares. The consummation of this offering is conditioned upon the concurrent closing of the Acquisition. Vantage expects to use the net proceeds from these concurrent offerings, if completed, to fund the remaining construction payments for the Platinum Explorer, to refinance certain of its outstanding indebtedness, including the 13 1/2% Senior Secured Notes issued by P2021 Rig. Co, a wholly-owned subsidiary of Vantage, and its existing credit facility, and for general corporate purposes.

The notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption under the Securities Act and applicable state securities laws.