"Separate company",
is the ruse Vantage was basically purchased for a promissory note by OGIL that will be paid back in a years time.
OGIL also gives Vantage a $2.25M as a backstop agreement, which half will be in cash and half will be in notes in OGIL.
The biggest speculation is how much debt was left with Vantage, considering OGIL is going through chapter 11 and the creditors were Gung-ho to get that approved, if they were going to get screwed that probably would not be approved that easily as well as the investors in OGIL were written off to get shares in the new OGIL, which cut about $1.5B in debt.
Theoretically Vantage never gets completely liquidated considering the equity/assets are all tied up in OGIL. So Vantage retains its value and the debt gets organized and it is business as usual, except the debt is more manageable.
The Restructuring Term Sheet anticipates that as part of the Plan, among other things,
• the Company will sell to OGIL its equity interests in Vantage International Management Company Pte. Ltd. (“VIMCO Singapore”) and Vantage Energy Services, Inc. (“VESI”, and collectively with VIMCO Singapore, the “Vantage Parent Assets”) in exchange for a promissory note, which sale will be effected pursuant to the terms of a Share Purchase Agreement dated as of December 2, 2015, by and among the Company, OGIL, VIMCO Singapore and VESI, a copy of which agreement is attached as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference;
Prior to the commencement of the cases under chapter 11 of the Bankruptcy Code by the Vantage Debtors (collectively, the “Chapter 11 Cases”), OGIL shall purchase at fair market value Vantage Parent’s equity interests in Vantage International Management Company Pte. Ltd. and Vantage Energy Services, Inc. (collectively, the “Vantage Service Subsidiaries”). In exchange for the Vantage Service Subsidiaries, OGIL will issue a promissory note to Vantage Parent in an amount equal to the arm’s length, fair market value of the Vantage Service Subsidiaries, as appraised by an independent third party that is acceptable to both Vantage Parent and OGIL (the “Vantage Parent Secured Promissory Note”). The Vantage Parent Secured Promissory Note will mature one year from the date of issuance of the note and will provide that, upon the Effective Date of the Plan or a substantially similar plan of reorganization, such note will be paid in common shares of reorganized OGIL (“New Common Shares”) using the plan value, as established by Lazard Frères & Co. LLC and set forth in the disclosure statement accompanying the Plan, of such shares to calculate the appropriate number of shares. If the Effective Date has not occurred by the maturity date, the Vantage Parent Secured Promissory Note will be payable in cash, subject to the Bankruptcy Code and without prejudice to the rights of the Consenting Debtholders and Consenting Revolver Lenders to object to such payment being made during the pendency of the Chapter 11 Cases. The Vantage Parent Secured Promissory Note will be secured by a first priority security interest in the Vantage Service Subsidiaries and will earn interest at a rate of 10% per annum. Vantage Parent shall have the right to require OGIL to file, and thereafter use its commercially reasonable efforts to cause to become effective as promptly as practicable, a registration statement on Form S-1 (or other applicable form) for the distribution of any New Common Shares it receives in respect of the Vantage Secured Promissory Note pursuant to the Cayman Proceeding. The “Vantage Parent Secured Promissory Note Claims” shall refer to claims arising under the Vantage Parent Secured Promissory Note.