Vantage Drilling International Ltd. (“Vantage”), announces today that its directly-held subsidiary, Vantage Holdings International (“VHI”), entered into that certain Share Purchase Agreement (the “SPA”) with ADES International Holding Ltd., a leading offshore and onshore provider of oil and gas drilling and production services in the Middle East and North Africa (“ADES”), pursuant to which VHI has agreed to sell to ADES all of the issued and outstanding equity of VHI’s wholly-owned subsidiary, Rig Finance Ltd. (“RFL”), the owner of the Soehanah jack-up rig.
The company also announced today that its indirectly-held subsidiary, P2021 Rig Co. entered into that certain Asset Purchase Agreement, with ADES, pursuant to which P2021 Rig Co., has agreed to sell to ADES the Topaz Driller. The aggregate purchase price for RFL and the Topaz Driller is $190 million in cash, subject to certain adjustments.
In addition, pursuant to the Purchase Agreements, at the closing of the transactions, subsidiaries of Vantage and ADES will enter into a management agreement for each of the Soehanah and the Topaz Driller, pursuant to which such subsidiaries will provide management services to ADES in respect of the two rigs each for three years.
Each of the Purchase Agreements is subject to customary closing conditions. Closing under the SPA and the APA shall occur as soon as all conditions are met or waived. Under the terms of the Company’s indenture relating to its 9.50% senior secured first lien notes due 2028 (the “Notes”) dated as of March 1, 2023 (the “Indenture”), among the Company, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and first lien collateral agent, the Company is required to repurchase at par value the Notes using the net proceeds from any “Vessel Sale” as such term is defined therein. Each sale of the Soehanah and Topaz Driller constitutes Vessel Sales under the Indenture.
Vantage Drilling International Ltd. a Bermuda exempted company, is an offshore drilling contractor, with a fleet of two ultra-deepwater drillships, and two premium jackup drilling rigs (prior to the contemplated sale). Vantage's primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells globally for major, national and independent oil and gas companies. Vantage also markets, operates and provides management services in respect of, drilling units owned by others.