Filed Pursuant to Rule 424(b)(3)
Registration No. 333-231736
PROSPECTUS SUPPLEMENT
(To Prospectus dated
June 6, 2019)
2,863,768 Units of Stapled Securities
representing
2,863,768
Ordinary Shares and
$494,314,994.48 original issuance amount of
1%/12% Step-Up Senior Secured Third Lien Convertible Notes due 2030
655,094 Ordinary Shares
Vantage Drilling International
Stapled Securities and Ordinary Shares
This is
supplement no. 8 to the prospectus dated June 6, 2019 that relates to the offer and resale of up to (a) an aggregate of 2,863,768 units of stapled securities (the Stapled Securities) (including the ordinary shares (the
Ordinary Shares or New Shares) of Vantage Drilling International (the Company) (i) forming a part thereof that may become separated therefrom as described in the prospectus and (ii) that are issuable
upon the conversion of the Notes (as defined below) forming a part thereof) and (b) an aggregate of 655,094 Ordinary Shares that are not part of any Stapled Securities, of Vantage Drilling International by the selling holders identified in the
prospectus. As of February 10, 2016, the original issuance date thereof, each Stapled Security initially represented one Ordinary Share and an original issuance amount of $172.61 principal amount of 1%/12%
Step-Up Senior Secured Third Lien Convertible Notes due 2030 (the Notes or Convertible Notes), in each case subject to adjustment as further described in the prospectus. Interest on the
Notes accrues at a rate of 1% per year from February 10, 2016, the issue date of the Notes, through, but not including, the fourth anniversary of February 10, 2016. From and after the fourth anniversary of February 10, 2016 and
through the maturity date of the Notes, interest will accrue at a rate of 12% per year. Interest on the Notes is payable in kind, semi-annually (in arrears) on June 30 and December 31 of each year by increasing the outstanding principal
amount of the Notes. The Notes are mandatorily convertible, in whole or in part, into Ordinary Shares upon the occurrence of certain events enumerated in the indenture governing the Notes, as further described in the prospectus. Accordingly, the
Notes, or portions thereof, may be converted into Ordinary Shares without the consent of the holder thereof in certain circumstances, as further described in the prospectus. We are not selling any Stapled Securities or Ordinary Shares under this
prospectus. We will not receive any proceeds from the sale of Stapled Securities or Ordinary Shares being offered by the selling holders. On December 4, 2019, all of the outstanding Notes were converted into Ordinary Shares.
The selling holders may offer Ordinary Shares from time to time, if and to the extent as they may determine, through public or private
transactions or through other means described under Plan of Distribution in the prospectus at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The selling holders may sell
Ordinary Shares through agents they select or through underwriters and dealers they select. The selling holders also may sell Ordinary Shares directly to investors. If the selling holders use agents, underwriters or dealers to sell the Ordinary
Shares, we will name such agents, underwriters or dealers and describe any applicable commissions or discounts in a supplement to this prospectus if required.
There is no established public trading market for our Ordinary Shares.
Recent Developments
We have attached to
this prospectus supplement the Form 8-K of the Company filed on January 24, 2020. The attached information updates and supplements, and should be read together with, the Companys prospectus dated
June 6, 2019, as supplemented from time to time.
Investing in our Ordinary Shares involves risks. See the section entitled
Risk Factors in the prospectus and in our annual report on Form 10-K for the year ended December 31, 2018, as amended by our annual report on
Form 10-K/A for the year ended December 31, 2018 (as so amended, the Annual Report), and our subsequent filings with the Securities and Exchange Commission, which are incorporated by
reference therein, for a discussion of certain risks that you should consider before buying Ordinary Shares.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 24, 2020