Vantage Drilling International Ltd. (“Vantage”), announces 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 (the “APA” together with the “SPA”, the “Purchase Agreements”), 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.
Ihab Toma, Vantage’s Chief Executive Officer, commented, “We are very pleased to continue to expand our Global Strategic Alliance agreement with ADES, leveraging our history of collaboration in Egypt and Qatar, by selling our two premium jack-up rigs in Southeast Asia and entering into a management services agreement for each rig for three years. The transaction will expand our management services platform, further strengthen our balance sheet and will provide Vantage with important financial flexibility. The sale of this business does not end our involvement in operating these jack-up rigs as we will continue to manage the operations of the two rigs for three years. ADES continues to demonstrate confidence in the Vantage management platform as ADES continues its international expansion. We are excited to continue to leverage our management platform to bring first-class operational performance and efficiency to our clients and partners.”
