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): February 10, 2016

Vantage Drilling International

(Exact name of registrant as specified in its charter)

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)

Offshore Group Investment Limited

(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):

In conjunction with the effectiveness of the Plan (as defined in Item 1.03 below), Vantage Drilling International (formerly known as Offshore Group Investment Limited), a Cayman Islands exempted company (the “Company”) entered into the following agreements:

The Credit Agreement

On February 10, 2016, the Company, as Borrower, entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) with certain subsidiaries of the Company as guarantors, the lenders from time to time party thereto and Royal Bank of Canada as Administrative Agent and Collateral Agent.

The Credit Agreement amended and restated the Company’s prior Amended and Restated Credit Agreement (the “Prior Credit Agreement”), dated as of March 28, 2013, and converted the revolving loans outstanding under the Prior Credit Agreement immediately prior to closing the Credit Agreement into senior secured term loans in an aggregate principal amount of $143,000,000. The Credit Agreement also provides a letter of credit facility with aggregate commitments of $32,000,000.

The obligations under the Credit Agreement are guaranteed by substantially all of the Company’s subsidiaries, subject to limited exceptions, and secured on a first priority basis by substantially all of the Company’s and the guarantors’ assets, including ship mortgages on all vessels, assignments of related earnings and insurance and pledges of the capital stock of all guarantors, in each case, subject to certain exceptions.

The maturity date of the term loans and commitments established under the Credit Agreement is December 31, 2019. Interest is payable on the unpaid principal amount of each term loan under the Credit Agreement at the following rates per annum:

Fees are payable on the outstanding face amount of letters of credit at a rate per annum equal to 5.50% as such rate may be increased from time to time pursuant to the terms of the Credit Agreement.

The Credit Agreement includes customary representations and warranties, mandatory prepayments, affirmative and negative covenants and events of default, including covenants that, among other things, restrict the granting of liens, the incurrence of indebtedness, the making of investments and capital expenditures, the sale or other conveyance of assets, including vessels, transactions with affiliates, prepayments of certain debt and the operation of vessels. The Credit Agreement also requires that the Company maintain certain levels of available cash (defined to include unrestricted cash and cash equivalents plus undrawn commitments).

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

The Second Lien Indenture

Further, on February 10, 2016, the Company, as issuer, entered into an indenture (the “Second Lien Indenture”) with the guarantors from time to time party thereto and U.S. Bank National Association, as trustee and noteholder collateral agent, for the issuance of up to $76,125,000 of the Company’s 10% Senior Secured Second Lien Notes due 2020 (the “Second Lien Notes”). The following is a general description of certain provisions of the Second Lien Indenture, and the description is qualified in its entirety by reference to the Second Lien Indenture, filed as Exhibit 4.2 herewith.

The Second Lien Notes were issued at par, and are fully and unconditionally guaranteed, on a senior secured basis, by certain subsidiaries of the Company. The Second Lien Notes mature on December 31, 2020, and bear interest from the date of their issuance at the rate of 10% per year. Interest on outstanding Second Lien Notes is payable semi-annually in arrears, commencing on June 30, 2016. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

The Second Lien Indenture includes customary covenants and events of default, including covenants that, among other things, restrict the granting of liens, restrict the making of investments, restrict the incurrence of indebtedness and the conveyance of vessels, limit transactions with affiliates, and require that the Company provide periodic financial reports.

The Third Lien Indenture

Further, on February 10, 2016, the Company, as issuer entered into an indenture (the “Third Lien Indenture”) with the guarantors from time to time party thereto and U.S. Bank National Association, as trustee and noteholder collateral agent, for the issuance of the Company’s 1% / 12% Step-Up Senior Secured Third Lien Convertible Notes due 2030 (the “Third Lien Notes”). The following is a general description of certain provisions of the Third Lien Indenture, and the description is qualified in its entirety by reference to the Third Lien Indenture, filed as Exhibit 4.3 herewith.

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The maximum amount of Third Lien Notes that may be issued under the Third Lien Indenture may not exceed the sum of (i) $749,983,372.99 and (ii) the maximum principal amount of Third Lien Notes that may be issued pursuant to awards granted from time to time under the Management Incentive Plan (as defined below). The Third Lien Notes mature on December 31, 2030, and bear interest from the date of their issuance at the rate of (i) 1% per annum prior to the fourth anniversary of the issue date of the Third Lien Notes and (ii) 12% per annum thereafter. Interest on the Third Lien Notes is payable semi-annually in arrears commencing June 30, 2016 as a payment in kind, either through an increase in the outstanding principal amount of the Third Lien Notes or, if the Company is unable to increase such principal amount, by the issuance of additional Third Lien Notes. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months, and subject to rounding and adjustments as set forth in the Third Lien Indenture.

The Third Lien Indenture includes customary covenants that restrict the granting of liens and customary events of default, including, among other things, failure to issue securities upon conversion of the Third Lien Notes.

Stapled Securities. The Third Lien Notes were issued ”stapled” to ordinary shares, par value $0.001 per share, of the reorganized Company issued on February 10, 2016 (the “New Ordinary Shares”), such that they may only be traded together as a single unit by the holder thereof (the “Stapled Securities”). Each Stapled Security is subject to the Third Lien Indenture and will comprise a unit of one New Ordinary Share and a portion of Third Lien Notes. The ratio of Third Lien Notes to New Ordinary Shares in a Stapled Security will be adjusted to reflect, among other things, the capitalization of payment in kind interest, the effects of redemption or repayment of principal and stock dividends, splits and other similar events.

Conversion. The principal balance of the Third Lien Notes (including payment in kind interest thereon) is convertible into New Ordinary Shares at a conversion rate based on an initial price per share of $95.60 per New Ordinary Share, subject to adjustment, as described in the Third Lien Indenture. The Third Lien Notes are convertible only (a) prior to the third anniversary of the issue date (February 10, 2016), (i) upon the instruction of holders of a majority in principal amount of the Third Lien Notes or (ii) upon the full and final resolution of all potential Investigation Claims (as defined below), as determined in good faith by the board of directors of the Company (the “Board”) (which determination shall require the affirmative vote of a supermajority of the non-management directors), and (b) from and after February 10, 2019 through their maturity date of December 31, 2030, upon the approval of the Board (which approval shall require the affirmative vote of a supermajority of the non-management directors). For these purposes, (i) “supermajority of the non-management directors” means five affirmative votes of non-management directors assuming six non-management directors eligible to vote and, in all other circumstances, the affirmative vote of at least 75% of the non-management directors eligible to vote and (ii) “Investigation Claim” means any claim held by a United States or Brazilian governmental unit and arising from or related to the procurement of that certain Agreement for the Provision of Drilling Services, dated as of February 4, 2009, by and between Petrobras Venezuela Investments & Services B.V. and Vantage Deepwater Company, as amended, modified, supplemented, or novated from time to time.

The Management Incentive Plan

Further, on February 10, 2016, the Company, with the approval of the Board, adopted the Company’s Management Incentive Plan (the “Management Incentive Plan”) available to executive officers and certain other employees determined by the Compensation Committee of the Board.

Pursuant to the Management Incentive Plan, the Compensation Committee may grant to executive management of the Company stock options, restricted stock or restricted stock units (consisting of the right to receive New Ordinary Shares or Stapled Securities) of the Company, subject to time based vesting and performance based vesting, as determined by the Compensation Committee. The Company made initial grants with an aggregate value of $44.5 million to certain members of management of the Company in the form of restricted stock units representing the right to receive Stapled Securities, subject to time-based vesting and performance-based vesting. Time based grants vest ratably annually over a four-year period. Performance based grants vest based in varying increments based on achievement of a multiple of total enterprise value of the Company from 1.5X to 4X. Additional awards may be granted by the Compensation Committee as soon as reasonably practicable following the Company’s receipt of proceeds from an arbitration award issued in connection with the Company’s outstanding litigation matter with Petrobras, in an amount equal to 3.25% of the net proceeds received by the Company pursuant to such litigation.

The foregoing description of the Management Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Management Incentive Plan, which is attached hereto as Exhibit 10.3, and the contents thereof are incorporated herein by reference.

Employment Agreements

Further, on February 10, 2016, the Company entered into amended and restated employment agreements (the “Employment Agreements”) with its named executive officers, Paul Bragg, Douglas Smith, Douglas Halkett, William Thomson and Nicolas Evanoff. The summary descriptions of the Employment Agreements below do not purport to be complete and are qualified in their entirety by reference to the full text of the Employment Agreements for each of the foregoing individuals, which are attached as Exhibits 10.8, 10.9, 10.10, 10.11 and 10.12, respectively, to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference. These Employment Agreements supersede any employment agreements any of the foregoing individuals had in place with the Company prior to the effectiveness of the Plan:

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The term of each of the foregoing Employment Agreements are subject to an automatic extension by an additional one-year period on each anniversary of such agreement, unless either party gives notice of non-renewal at least ninety days before the renewal date.

We are not obligated to make any cash payments to these executives if their employment is terminated by us for cause or by the executive without good reason. In the event of an executive’s death, we will pay the executive’s estate an amount equal to his annual base salary. In the event of an executive’s disability, his employment will continue for one year from the date of disability. In addition, assuming the employment of any of our named executive officers was to be terminated “without cause”, for “good reason”, or “constructive[ly] terminated without cause”, or in the event of a “change of control” (as each such term is defined in the employment agreements), they would be entitled to accelerated vesting of all options and share awards.

During the executive’s employment and for a period of one year following a termination for any reason (including a termination without cause, for good reason, constructive termination without cause or a termination in connection with a change of control), the executive cannot work anywhere in the specified geographic region, directly or indirectly:

(i) perform services for, have any ownership interest in, or participate in any business that engages or participates in a competing business purpose;

(ii) solicit or accept any business from any customer or client or prospective customer or client with whom the executive dealt with or solicited while employed by us during the last twelve months of his employment; or

(iii) solicit, attempt to hire, or have any person employed by us work for the executive or for another entity, firm, corporation or individual.

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The Shareholders Agreement

Further, on February 10, 2016, the Company entered into the Shareholders Agreement (the “Shareholders Agreement”) by and between the Company and the Shareholders (as defined therein). The Shareholders Agreement sets forth the size and composition of the Board and places certain limitations on what actions can be taken by the Board without the affirmative vote of the holders of a majority of the outstanding New Ordinary Shares not held by Vantage Drilling Company (“Vantage”). The Shareholders Agreement provides the parties thereto with certain information and inspection rights. The Shareholders Agreement places certain restrictions on the transferability of the Company’s shares and also provides that the shares are subject to the tag rights, drag rights, preemptive rights and registration rights set forth or referenced therein.

The foregoing summary description is qualified in its entirety by reference to the full text of the Shareholders Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

The Registration Rights Agreement

Finally, on February 10, 2016, the Company entered into the Registration Rights Agreement (the “Registration Rights Agreement”) by and between the Company and the Holders (as defined therein). The Registration Rights Agreement requires the Company to file an initial shelf registration statement on or prior to the 90th day following the effectiveness of the Plan provided the Holders request (and do not withdraw such request) the inclusion in such initial shelf registration statement of registrable securities constituting at least fifteen percent (15%) of all registrable securities, and such Holders otherwise timely comply with certain requirements of the Registration Rights Agreement. The Registration Rights Agreement provides the Holders with demand registration rights, governs the procedures for underwritten offerings of the Company’s securities, provides the Holders with piggyback registration rights, provides certain information rights to Holders and subjects certain Holders to a potential lockup period during and following certain offerings of the Company’s securities if requested by the managing underwriter(s) thereof.

The foregoing summary description is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

In conjunction with the effectiveness of the Plan (as defined below), on February 10, 2016, the obligations of the Vantage Debtors (as defined in Item 1.03 below) under the following debt agreements of the Company have been terminated:

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On December 3, 2015, the Company, then a wholly-owned subsidiary of Vantage, and certain subsidiaries and affiliates of the Company (together with the Company, the “Vantage Debtors”) filed voluntary petitions (“Bankruptcy Petitions”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) to pursue a pre-packaged chapter 11 plan of reorganization (the “Plan”). During the pendency of the Bankruptcy Petitions, the Vantage Debtors continued to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

On January 15, 2016, the Bankruptcy Court entered an order confirming the Plan. The Vantage Debtors closed the refinancing transactions under the Plan, and the Plan became effective on February 10, 2016. As a result of the effectiveness of the Plan, the Vantage Debtors, including the Company, are no longer subsidiaries of Vantage. On February 10, 2016, in connection with the effectiveness of the Plan, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1.

On February 10, 2016, in connection with the effectiveness of the Plan, the Company entered into the direct financial obligations described in (i) the Credit Agreement, (ii) the Second Lien Indenture, and (iii) the Third Lien Indenture, each as described in Item 1.01 above.

On February 10, 2016, in connection with the effectiveness of the Plan, the Company issued 5,000,053 of its New Ordinary Shares. Other than as described in the Plan, no cash consideration was received by the Company for the issuance of such shares. The New Ordinary Shares were issued under the exemption contained in section 1145 of the Bankruptcy Code in exchange for certain claims against the Company.

In addition, the New Ordinary Shares expected to be issued to management of the Company as components of the Stapled Securities, which are subject to the restricted stock units, will be issued under the exemptions contained in either (i) Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder or (ii) Rule 701 under the Securities Act.

The information contained in Item 1.01 under the heading “Third Lien Indenture -- Conversion” is incorporated by reference herein.

On February 10, 2016, in connection with the effectiveness of the Plan, the Company underwent a change in control. The Company was formerly a wholly-owned subsidiary of Vantage prior to such date. As of such date, as described in the Plan, the Company is primarily owned by its former creditors, who currently own approximately 86.8% of the Company’s New Ordinary Shares.

On February 10, 2016, in conjunction with the effectiveness of the Plan, the following persons were elected as directors of the Company:

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On February 10, 2016, following the effectiveness of the Plan, the following two individuals were elected as directors of the Company:

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On February 10, 2016, in conjunction with the effectiveness of the Plan, the following persons were appointed as officers of the Company:

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Each of the above officers has entered into an employment agreement with the Company. The terms of the employment agreements for the Company’s named executive officers are described in Item 1.01 above. In addition, each officer is entitled to receive awards under the Company’s Management Incentive Plan, the terms of which are described in Item 1.01 above.

On December 1, 2015, the Company adopted the Second Amended and Restated Memorandum and Articles of Association, which is attached as Exhibit 3.1 hereto and incorporated by reference herein in its entirety.

Effective February 11, 2016, the Company changed its name from Offshore Group Investment Limited to Vantage Drilling International.

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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: February 17, 2016

INDEX TO EXHIBITS