CORRESP

0001193125-16-692190.txt : 20161208 0001193125-16-692190.hdr.sgml : 20161208 20160825213056 ACCESSION NUMBER: 0001193125-16-692190 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE INTERNATIONAL MANAGEMENT PTE LTD. CENTRAL INDEX KEY: 0001465860 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLING NETHERLANDS B.V. CENTRAL INDEX KEY: 0001465863 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: LOCATELLIKADE 1 CITY: AMSTERDAM STATE: P7 ZIP: 1076 AZ BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DEEPWATER Co CENTRAL INDEX KEY: 0001465870 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLING INTERNATIONAL CENTRAL INDEX KEY: 0001465872 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE GROUP INVESTMENT Ltd DATE OF NAME CHANGE: 20090609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P2020 RIG CO. CENTRAL INDEX KEY: 0001522823 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dragonquest Holdings Co CENTRAL INDEX KEY: 0001550868 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2814044700 MAIL ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Holdings Cyprus ODC Ltd CENTRAL INDEX KEY: 0001551170 IRS NUMBER: 000000000 STATE OF INCORPORATION: G4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2, DIAGOROU STREET, ERA HOUSE STREET 2: 10TH FLOOR CITY: NICOSIA STATE: G4 ZIP: 1097 BUSINESS PHONE: 2814044700 MAIL ADDRESS: STREET 1: 2, DIAGOROU STREET, ERA HOUSE STREET 2: 10TH FLOOR CITY: NICOSIA STATE: G4 ZIP: 1097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Delaware Holdings, LLC CENTRAL INDEX KEY: 0001561737 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 160 GREENTREE DR., SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 281-404-4700 MAIL ADDRESS: STREET 1: 160 GREENTREE DR., SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Driller VI Co. CENTRAL INDEX KEY: 0001578214 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Drilling Africa CENTRAL INDEX KEY: 0001657896 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 777 POST OAK BLVD. STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 281-404-4700 MAIL ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN KY1-1104 STATE: E9 ZIP: E9 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE HOLDING HUNGARY KFT CENTRAL INDEX KEY: 0001465864 IRS NUMBER: 000000000 STATE OF INCORPORATION: K5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLER I CO. CENTRAL INDEX KEY: 0001465871 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P2021 RIG CO. CENTRAL INDEX KEY: 0001504852 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 281-404-4709 MAIL ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLING LABUAN I LTD. CENTRAL INDEX KEY: 0001522821 IRS NUMBER: 000000000 STATE OF INCORPORATION: N8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERALD DRILLER Co CENTRAL INDEX KEY: 0001465876 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLER II CO. CENTRAL INDEX KEY: 0001465865 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE HOLDINGS MALAYSIA I CO. CENTRAL INDEX KEY: 0001522817 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Deepwater Drilling, Inc. CENTRAL INDEX KEY: 0001550869 IRS NUMBER: 275373668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 160 GREENTREE DR. STREET 2: SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 2814044700 MAIL ADDRESS: STREET 1: 160 GREENTREE DR. STREET 2: SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Energy Services, Inc. CENTRAL INDEX KEY: 0001380565 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 510599779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 777 POST OAK BOULEVARD, SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD, SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAPPHIRE DRILLER Co CENTRAL INDEX KEY: 0001465873 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLER III CO. CENTRAL INDEX KEY: 0001465866 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Driller ROCO S.R.L. CENTRAL INDEX KEY: 0001657897 IRS NUMBER: 000000000 STATE OF INCORPORATION: S5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 51 BANUL ANTONACHE STREET, 1ST FLOOR STREET 2: ROOM 9 CITY: 1 DISTRICT, BUCHAREST STATE: S5 ZIP: S5 BUSINESS PHONE: 281-404-4700 MAIL ADDRESS: STREET 1: 51 BANUL ANTONACHE STREET, 1ST FLOOR STREET 2: ROOM 9 CITY: 1 DISTRICT, BUCHAREST STATE: S5 ZIP: S5 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE INTERNATIONAL MANAGEMENT CO. CENTRAL INDEX KEY: 0001465862 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLING (MALAYSIA) I SDN. BHD. CENTRAL INDEX KEY: 0001522853 IRS NUMBER: 000000000 STATE OF INCORPORATION: N8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: C/O VANTAGE DRILLING COMPANY STREET 2: 777 POST OAK BOULEVARD, SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANTAGE DRILLER IV CO. CENTRAL INDEX KEY: 0001465867 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4700 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD STREET 2: SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PT. Vantage Drilling Co Indonesia CENTRAL INDEX KEY: 0001566686 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: GRAHA MAMPANG BLD, 5TH FLOOR; JL. MAMPAN STREET 2: NG PRPATAN RAYA 100; KEC. PANCORAN CITY: JAKARTA STATE: K8 ZIP: 12760 BUSINESS PHONE: 281-404-4700 MAIL ADDRESS: STREET 1: GRAHA MAMPANG BLD, 5TH FLOOR; JL. MAMPAN STREET 2: NG PRPATAN RAYA 100; KEC. PANCORAN CITY: JAKARTA STATE: K8 ZIP: 12760 CORRESP 1 filename1.htm CORRESP

Milbank, Tweed, Hadley & McCloy LLP

28 Liberty Street

New York, New York 10005

August 25, 2016

VIA EDGAR

Ms. Loan Lauren P. Nguyen, Legal Branch Chief

Office of Natural Resources

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Vantage Drilling International

Registration Statement on Form S-1 Filed June 16, 2016

File No. 333-212081

Dear Ms. Nguyen:

On behalf of Vantage Drilling International, a Cayman Islands exempted company (the “Company”), we are transmitting for filing with the Securities and Exchange Commission (the “Commission”) in electronic form Amendment No. 1 to the registration statement on Form S-1 (“Amendment No. 1”) of the Company and other exhibits thereto, and have separately forwarded copies of Amendment No. 1 to you, marked to indicate changes to the Registration Statement on Form S-1 (the “Registration Statement”) as filed with the Commission on June 16, 2016.

Amendment No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter from Ms. Loan Lauren P. Nguyen, dated July 14, 2016 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in Amendment No. 1.

The Company has asked us to convey the following as its responses to the Staff:

Prospectus Cover Page

1.	Please revise to disclose the scheduled timeframes in connection with each interest rate tranche.

Response to Comment 1

In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 1 to indicate the scheduled timeframes in connection with each interest rate tranche. Please see the cover page of the prospectus included in Amendment No. 1.

Prospectus Summary, page 1

Will I have voting rights as a holder of Stapled Securities?, page 4

2.	We note the disclosure that a holder of stapled securities will not have voting rights with respect to the ordinary shares issuable upon conversion of the notes, “except upon conversion thereof.” Please revise to clarify when a holder of stapled securities would have voting rights upon conversion.

Response to Comment 2

In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 1 to clarify that holders of convertible notes will be entitled to voting rights in respect of ordinary shares issuable upon conversion of such notes once such ordinary shares are issued. Please see page 4 of Amendment No. 1.

What will be the U.S. federal income tax consequences of an investment in the Stapled securities?, Page 5

3.	Please revise here and throughout the prospectus to remove the instruction that investors will be deemed to have agreed to the terms of the stapled securities.

Response to Comment 3

In response to the Staff’s comment, the Company has revised the pertinent disclosure to remove such instruction. Please see pages 5, 169 and 171 of Amendment No. 1.

Description of Stapled Securities

General, page 97

We note your disclosure in the forepart of the prospectus regarding the resale of ordinary shares that may become unstapled, disclosure on page 7 regarding the conversion features of the notes and your further discussion in this section regarding “certain cases” of redemption or conversion. Please revise to describe all instances that may result in the ordinary shares becoming unstapled, including a discussion of whether prospective shareholders possess discretionary authority in effecting the decoupling. We may have additional comments upon review of your revised disclosures.

Response to Comment 4

In response to the Staff’s comment, the Company has added the requested disclosure, and revised the existing disclosure to eliminate potential confusion between events that cause adjustments to the conversion ratio of the notes and events that cause adjustments to the amount and ratio of notes to ordinary shares within the Stapled Securities. Please see the cover page of the prospectus included in Amendment No. 1 and pages 35 and 97 of Amendment No. 1.

Exhibit 5.1

5.	Please have legal counsel expand the legal opinion to opine that all the ordinary shares covered by the registration statement are legally issued, fully paid and non-assessable as required by Item 601(b)(5) of Regulation S-K.

Response to Comment 5

In response to the Staff’s comment, the Company respectfully advises the Staff that an opinion that all the ordinary shares covered by the registration statement are legally issued, fully paid and non-assessable is being provided by Maples & Calder and is included as Exhibit 5.2 to the Registration Statement. Please see Exhibit 5.2 to the Registration Statement.

In addition, the legality opinion must not exclude the corporate laws of the jurisdiction of incorporation or organization of the registrant or any of the guarantors. In this regard, we note that the registrant is organized in the Cayman Islands, and that the guarantors are organized in the Cayman Islands, as well as Delaware, Cyprus, Hungary, Indonesia, Malaysia, The Netherlands, Romania and Singapore. However, we note that the limitation set forth in the penultimate paragraph of the opinion at page 2 expressly limits the opinions to the law of the State of New York and thereby appears to exclude the laws of each of these jurisdictions. Please obtain and file a revised legality opinion with no such limitation or that makes clear that it addresses all applicable laws.

Response to Comment 6

In response to the Staff’s comment, the Company respectfully advises the Staff that the opinion of Maples and Calder, being filed as Exhibit 5.2 to Amendment No. 1, opines as to the legality of the Notes as well as the legality of the guarantees provided by the Cayman subsidiaries of the Company. The Company has also filed as exhibits to Amendment No. 1 opinions of counsel covering the legality of the remaining guarantees on the notes.

* * *

Conclusion

We thank the Staff for its attention and we look forward to hearing from you regarding Amendment No. 1. If I can be of any assistance during the staff’s review of the enclosed Amendment No. 1, please contact me by telephone at (212) 530-5022, by facsimile at (212) 822-5022 or by e-mail at rdmiller@milbank.com.

Very truly yours,

/s/ Rod Miller, Esq.

Copies to:

Douglas G. Smith, Chief Financial Officer and Treasurer, Vantage Drilling International

Douglas E. Stewart, Vice President, General Counsel and Corporate Secretary, Vantage Drilling International