UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~November 310, 2015

Vantage Drilling Company

(Exact name of registrant as specified in its charter)

Cayman Islands	1-34094	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
777 Post Oak Boulevard, Suite 800 Houston, TX		77056
(Address of principal executive offices)		(Zip Code)

777 Post Oak Boulevard, Suite 800

Houston, TX 77056

(Address of principal executive offices) (Zip Code)

(281) 404-4700

(Registrant’s telephone number, including area code)

(Not applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth below in item 1.03 of this Form 8-K regarding the Plan (as defined below) is incorporated herein by reference.

Item 1.03.

Bankruptcy or Receivership.

On December 311, 2015, ~~Offshore~~Wells ~~Group~~Fargo ~~Investment Limited~~Bank, aNational ~~Cayman~~Association, acting ~~Islands~~in ~~exempted~~its ~~company~~capacity ~~(“OGIL”),~~as aTrustee ~~wholly-owned subsidiary~~ of ~~Vantage~~the ~~Drilling~~7.5% ~~Company~~Senior ~~(the~~Secured ~~“Company”),~~First ~~and~~Lien ~~certain~~Notes ~~subsidiaries~~Due 2019 of ~~OGIL~~Offshore ~~(together~~Group ~~with~~Investment ~~OGIL,~~Limited ~~the~~ (“~~Vantage Debtors~~OGIL”), ~~filed~~which ~~voluntary~~notes ~~petitions~~Vantage Drilling Company (~~“Bankruptcy~~the ~~Petitions~~“Company”) inhas ~~the~~guaranteed, ~~United~~filed a ~~States~~winding ~~Bankruptcy~~up ~~Court~~petition for the ~~District~~Company ~~of Delaware~~ (the “~~Bankruptcy Court~~Petition”) ~~seeking relief~~ under the ~~provisions of~~laws ~~chapter 11~~ of ~~title 11 of~~ the ~~United~~Cayman ~~States~~Islands ~~Code~~ (the “~~Bankruptcy~~Cayman ~~Code~~Proceeding”) toin ~~pursue~~the aGrand ~~pre-packaged~~Court ~~chapter 11 plan~~ of ~~reorganization (~~the ~~“Plan”). The~~Cayman ~~Vantage~~Islands, ~~Debtors’~~Financial ~~Chapter~~Services 11Division. ~~cases~~The ~~are~~Petition ~~being~~requests, ~~administered~~among ~~under~~other ~~the caption In re Offshore Group Investment Limited~~things, etthat ~~al., Debtors~~ (~~Case No. 15-12422~~i)~~. The Vantage Debtors will continue to operate their businesses and manage their assets as debtors-in-possession under~~ the ~~jurisdiction~~ ofCompany ~~the~~be ~~Bankruptcy~~wound ~~Court~~up in accordance with ~~the~~Cayman ~~applicable~~Islands ~~provisions~~law ~~of the Bankruptcy Code~~ and ~~orders of the Bankruptcy Court.~~(ii) ~~Separate~~liquidators ~~insolvency proceedings in respect of the Company itself are expected to~~ be ~~commenced~~appointed infor the ~~Cayman~~ ~~Islands~~Company.

~~The~~Item ~~Plan~~5.02. ~~anticipates~~Departure ~~that,~~of ~~among~~Directors ~~other~~or ~~things,~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

•On ~~the~~December 2, ~~Company~~2015, ~~will have sold to~~ OGIL ~~its~~entered ~~equity~~into ~~interests~~Second inAmended ~~Vantage~~and ~~International~~Restated ~~Management~~Employment ~~Company~~and ~~Pte.~~Non-Competition ~~Ltd.~~Agreements (the “~~VIMCO~~Employment ~~Singapore~~Agreement Amendments”) ~~and~~with ~~Vantage~~each ~~Energy~~of ~~Services~~Paul A. Bragg, ~~Inc~~Douglas W. ~~(“VESI”~~Halkett, Douglas G. Smith, and ~~collectively~~William ~~with~~L. ~~VIMCO~~Thomson ~~Singapore~~(collectively, the “~~Vantage~~Executive ~~Parent Assets~~Officers”). inEach ~~exchange~~such ~~for~~individual apreviously ~~promissory~~had ~~note,~~an ~~which~~employment ~~sale~~agreement ~~was~~with ~~effected~~the Company ~~pursuant~~upon tosubstantially the same terms ofand aconditions. ~~Share~~These ~~Purchase~~amended ~~Agreement~~agreements ~~dated~~contain asthe following new provisions: (i) change of ~~December~~control 2,benefits ~~2015,~~for byeach ~~and~~individual ~~among~~if ~~the~~certain ~~Company~~criteria, ~~OGIL,~~set ~~VIMCO~~forth ~~Singapore~~in ~~and~~such ~~VESI~~employment agreements, aare ~~copy~~met (which ofbenefits ~~which~~are ~~agreement~~identical isto ~~referred~~previous inbenefits asprovided ~~Exhibit~~under ~~10.1~~the toCompany’s ~~this~~change ~~Form~~of ~~8-K~~control policy) and is(ii) a ~~incorporated~~release ~~herein~~of byany ~~reference;~~claims an individual may have against the Company.

•The ~~OGIL~~following ~~will~~provides ~~issue~~a ~~$750~~brief ~~million~~description of ~~new~~the ~~Senior~~material ~~Subordinated~~terms ~~Secured Third Lien Convertible Notes, which will accrue interest at a rate~~ of ~~1% per annum for~~ the ~~first~~agreements: ~~four years and 12% per annum each year after the fourth year, and will mature in 2030 (the “Secured Convertible PIK Notes”);~~

• ~~OGIL~~Mr. Bragg will ~~launch~~receive a ~~rights~~base ~~offering~~salary ~~for~~at the annual rate of $75595,000 ~~million~~and will be eligible to earn an annual cash bonus in such an amount as is determined by the compensation committee of ~~new~~the ~~Senior~~board. ~~Secured~~The ~~Second~~base ~~Lien~~term ~~Notes~~of employment is set to expire on July 15, ~~which~~2017 and will ~~accrue~~be ~~interest~~automatically atextended aby ~~rate~~one-year ofterms ~~10%~~unless ~~per~~either ~~annum~~party ~~(the~~provides ~~“Rights~~ninety ~~Offering”);~~days prior written notice.

• Mr. Halkett will receive a base salary at the ~~Restructuring~~annual ~~Lenders~~rate of $430,000 and will be eligible to earn an annual cash bonus in such an amount as is determined by the ~~creditors~~compensation committee of the ~~Vantage~~board. ~~Debtors~~The ~~under~~base ~~the~~term ~~Plan~~of ~~will~~employment ~~agree~~is set to anexpire ~~intercreditor~~on ~~agreement;~~July 15, 2016 and will be automatically extended by one-year terms unless either party provides ninety days prior written notice.

• ~~the~~Mr. ~~reorganized~~Smith ~~OGIL~~ will ~~issue~~receive ~~new~~a ~~common~~base ~~shares~~salary (at the ~~“New~~annual ~~Common~~rate ~~Shares”)~~of $318,000 and ~~the~~will ~~existing~~be ~~shares~~eligible ofto ~~OGIL~~earn ~~held~~an annual cash bonus in such an amount as is determined by the ~~Company~~compensation committee of the board. The base term of employment is set to expire on July 15, 2016 and will be ~~cancelled~~automatically extended by one-year terms unless either party provides ninety days prior written notice.

~~The~~• ~~Plan~~Mr. ~~anticipates~~Thompson ~~that~~will onreceive ~~its~~a ~~effective~~base ~~date~~salary at the annual rate of $285,000 ~~among~~and ~~other~~will ~~things~~be eligible to earn an annual cash bonus in such an amount as is determined by the compensation committee of the board. The base term of employment is set to expire on July 15, 2016 and will be automatically extended by one-year terms unless either party provides ninety days prior written notice.

•On ~~OGIL~~December 2, ~~will~~2015, ~~issue to~~ each ~~holder~~ of ~~indebtedness under~~ the ~~Revolving~~Executive ~~Credit~~Officers ~~Agreement~~entered ~~its~~into ~~pro~~an ~~rata~~Indemnity ~~share~~Agreement of (A) the ~~payment~~“Indemnity ~~in full of cash to the extent the Vantage Debtors elect to refinance the Revolving Credit~~ Agreement~~, (B~~”) awith ~~new~~OGIL ~~senior~~in form ~~secured term loan~~ and ~~letter~~substance ofsimilar ~~credit~~to ~~facility on terms and conditions that facilitate~~ the ~~Restructuring~~Indemnity ~~(the~~Agreement ~~“Amended~~each ~~and~~such ~~Restated~~officer ~~Credit~~has ~~Facility”),~~previously orentered ~~(C)~~into awith ~~combination of partial payment in cash and~~ the ~~Amended~~Company. ~~and Restated Credit Facility;~~

•The ~~each~~foregoing ~~Restructuring~~description ~~Lender~~of ~~that~~the Employment ~~held~~Agreement ~~interests~~Amendments indoes ~~term~~not ~~loans~~purport orto ~~senior~~be ~~secured~~complete ~~notes~~and ofis ~~OGIL~~qualified ~~will~~in ~~receive~~its ~~(A)~~entirety inby ~~satisfaction~~reference ofto ~~its~~the ~~claim,~~Employment ~~its~~Agreement ~~pro~~Amendments, ~~rata~~copies ~~share~~ of ~~the~~which ~~Secured~~are ~~Convertible~~filed ~~PIK~~as ~~Notes~~Exhibits 10.1, ~~(B)~~10.2, in10.3, ~~satisfaction~~and of10.4 ~~its~~to ~~claim,~~this ~~its~~Form ~~pro~~8-K. ~~rata~~The ~~share~~foregoing description of the ~~New~~Indemnity ~~Common~~Agreement ~~Shares,~~does ~~subject~~not purport to ~~certain~~be ~~dilution~~complete ~~events,~~ and ~~(C)~~is toqualified ~~the~~in ~~extent~~its itentirety ~~has~~by ~~elected~~reference to ~~participate~~the inform ~~the~~of ~~Rights~~Indemnity ~~Offering~~Agreement, upa tocopy ~~its pro rata share~~ of ~~Senior~~which ~~Secured~~is ~~Second~~filed ~~Lien~~as ~~Notes~~Exhibit 10.5 to bethis ~~issued~~Form in8-K. ~~the Rights Offering;~~

• the Company will receive New Common Shares in exchange for the promissory note it received for the Vantage Parent Assets, which shares are expected to be distributed to the Company’s creditors following the effective date of the Plan; and

• holders of administrative expense claims, priority tax claims, other priority claims, other secured claims and general unsecured creditors of the Vantage Debtors will receive in exchange for their claims payment in full in cash or other treatment under the Bankruptcy Code.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 2.1 to this Form 8-K and the related Disclosure Statement, which is referred to in Exhibit 2.2 to this Form 8-K.

Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet.

The filing of the Bankruptcy Petitions described in Item 1.03 above constitute an event of default and acceleration under the documents governing each of the Company’s 5.50% Convertible Senior Notes and 7.875% Senior Convertible Notes and each of OGIL’s 2017 Term Loan, 2019 Term Loan, 7.5% Senior Secured First Lien Notes due 2019, 7.125% Senior Secured Notes due 2023 and Revolving Credit Facility.

With the filing of the Bankruptcy Petitions, the Company believes the ability of the lenders of the OGIL indebtedness to enforce their rights against OGIL under these and other agreements has been stayed, and creditor rights of enforcement against the Vantage Debtors are now subject to the applicable provisions of the Bankruptcy Code.

Item 7.01.

Regulation FD Disclosures.

The information set forth above in Item 1.03 ~~and 2.04~~ of this Form 8-K ~~are~~ is incorporated herein by reference.

On December 3, 2015, in connection with the Plan, the Company issued a corrective press release, a copy of which is filed herewith as Exhibit 99.1.

In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 shall be deemed to be “furnished” and 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”). The Company does not undertake to update the information as posted on its website; however, it may post additional information included in future press releases and Forms 8-K, as well as posting its periodic Exchange Act reports.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to the Company’s plans, goals, strategies, intent, beliefs and current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Items contemplating or making assumptions about the Company’s industry, business strategy, goals, expectations concerning the Company’s market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information also constitute such forward-looking statements. You should not place undue reliance on these forward-looking statements.

These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.). The Company’s actual results could differ materially from those anticipated in these forward-looking statements.

~~Factors~~The ~~that could cause the~~ Company’s ~~results~~shareholders toare ~~differ~~cautioned ~~materially include: (i) the Vantage Debtors’ ability to obtain Bankruptcy Court~~that ~~approval~~trading ~~with respect to motions~~ in ~~the~~shares ~~Chapter 11 cases; (ii) the Vantage Debtors’ ability to operate its business during this process, (iii) the effects~~ of the ~~Vantage Debtors’ bankruptcy filing on the~~ Company’s ~~business and the interests of various creditors,~~ equity ~~holders~~securities ~~and~~during ~~other constituents, (iv)~~ the ~~length~~pendency of ~~time~~ the ~~Vantage~~Cayman ~~Debtors’~~Proceeding ~~will~~is ~~operate~~highly ~~under~~speculative ~~the~~and ~~Chapter~~poses 11substantial ~~cases, (v)~~ risks. Accordingly, ~~associated with third party motions in~~ the ~~Chapter~~Company ~~11 cases,~~urges ~~which~~extreme ~~may~~caution ~~interfere~~ with ~~the~~respect ~~Vantage Debtors’ ability~~ to ~~develop~~existing and ~~consummate~~future investments ~~the~~in ~~plan~~its ofequity ~~reorganization, (vi)~~securities. ~~the potential adverse effects of the Chapter 11 proceedings on the Vantage Debtors’ liquidity or~~

results of operations, and (vii) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

The Company’s shareholders are cautioned that trading in shares of the Company’s equity securities during the pendency of the Bankruptcy Petitions is highly speculative and poses substantial risks. Accordingly, the Company urges extreme caution with respect to existing and future investments in its equity securities.

Except as required by law, the Company disclaims any obligation to publicly update such statements.

Item 8.01.

Other Events.

Effective November 10, 2015, Vantage Drilling Company appointed Nicolas J. Evanoff as Vice President, General Counsel and Corporate Secretary.

Prior to his appointment, Mr. Evanoff was Senior Vice President and General Counsel of Erin Energy Corporation, an independent oil and gas exploration and production company. From September 2007 to September 2011, he served as Senior Vice President and General Counsel of Frontera Resources Corporation, and from 2005 to September 2007, he served as Vice President and General Counsel of Transmeridian Exploration Incorporated. From 1997 to 2004, he held senior legal and executive positions with two international drilling contractors, Pride International Inc., where he was Vice President-Corporate & Governmental Affairs, and Transocean Ltd., where he was Associate General Counsel and General Counsel, Asia & Middle East. Mr. Evanoff began his legal career with Baker Botts L.L.P. in Houston, Texas, where he practiced corporate and securities law from 1992 to 1997. Mr. Evanoff holds a B.S. in Chemical Engineering from Texas A&M University and a J.D. from the University of Houston Law Center, and studied law at the University of Kiel in Germany under a Fulbright Grant.

Item 9.01.

Financial Statements and Exhibits.


(d)		Exhibits.

Exhibit Number		Description of Exhibit
2.1		Joint Prepackaged Chapter 11 Plan of Offshore Group Investment Limited and its Affiliated Debtors, dated December 1, 2015, which is Exhibit A to the Disclosure Statement (Incorporated by reference to Exhibit 99.T3E.1 of the Form T-3 filed by Offshore Group Investment Limited with the SEC on December 2, 2015).
10.1		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Paul A. Bragg, dated December 2, 2015.
2.2		Disclosure Statement for Joint Chapter 11 Plan of Offshore Group Investment Limited and its Affiliated Debtors, dated December 2, 2015 (Incorporated by reference to Exhibit 99.T3E.1 of the Form T-3 filed by Offshore Group Investment Limited with the SEC on December 2, 2015).
10.2		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Douglas W. Halkett, dated December 2, 2015.
10.1		Share Purchase Agreement, dated as of December 2, 2015, by and among Vantage Drilling Company, Offshore Group Investment Limited, Vantage International Management Company Pte. Ltd. and Vantage Energy Services, Inc. (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of the Company Filed with the SEC on December 2, 2015).
10.3		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Douglas G. Smith, dated December 2, 2015.
99.1		Press Release of the Company, dated December 3, 2015.
10.4		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and William L. Thomson, dated December 2, 2015.
10.5		Form of Indemnity Agreement entered into by Offshore Group Investment Limited with its executive officers.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 311, 2015

VANTAGE DRILLING COMPANY

/S/ DOUGLAS G. SMITH

Douglas G. Smith

Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number		Description of Exhibit
2.1		Joint Prepackaged Chapter 11 Plan of Offshore Group Investment Limited and its Affiliated Debtors, dated December 1, 2015, which is Exhibit A to the Disclosure Statement (Incorporated by reference to Exhibit 99.T3E.1 of the Form T-3 filed by Offshore Group Investment Limited with the SEC on December 2, 2015).
10.1		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Paul A. Bragg, dated December 2, 2015.
2.2		Disclosure Statement for Joint Chapter 11 Plan of Offshore Group Investment Limited and its Affiliated Debtors, dated December 2, 2015 (Incorporated by reference to Exhibit 99.T3E.1 of the Form T-3 filed by Offshore Group Investment Limited with the SEC on December 2, 2015).
10.2		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Douglas W. Halkett, dated December 2, 2015.
10.1		Share Purchase Agreement, dated as of December 2, 2015, by and among Vantage Drilling Company, Offshore Group Investment Limited, Vantage International Management Company Pte. Ltd. and Vantage Energy Services, Inc. (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of the Company Filed with the SEC on December 2, 2015).
10.3		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and Douglas G. Smith, dated December 2, 2015.
99.1		Press Release of the Company, dated December 3, 2015.
10.4		Second Amended and Restated Employment and Non-Competition Agreement between Offshore Group Investment Limited and William L. Thomson, dated December 2, 2015.
10.5		Form of Indemnity Agreement entered into by Offshore Group Investment Limited with its executive officers.

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