Vantage Drilling Company (“VDC”) was a Cayman Islands corporation headquartered in Houston, Texas. Prior to the initiation of liquidation proceedings in December 2015, VDC's common stock was registered with the SEC and traded on the New York Stock Exchange Market.
Vantage Drilling International (“Vantage”) was an offshore drilling company headquartered in Houston, Texas and organized under the laws of the Cayman Islands. Until February 2016, Vantage was a subsidiary of VDC. It now owns and controls all of the tangible assets and operations of VDC and is VDC's successor in interest.
Petroleo Brasileiro SA ("Petrobras") was Brazil's state-owned oil and gas company.
According to the allegations in the enforcement action, between approximately 2008 and 2012, a director on VDC's board, who was also the company's largest shareholder, entered into a series of agreements with an official at Petrobras' International Division ("PID") to pay bribes to that official in exchange for PID to grant VDC a contract to deliver a new ultra-deepwater drillship. The bribes were paid from the VDC director's personal funds and were made through a Brazilian agent that had contracted with VDC and an intermediary associated with the official. The agreements required the VDC director to make payments in three installments: (1) $6,200,000 when PID signed the drilling services contract with VDC; (2) $4,650,000 six months after the contract was signed and (3) $4,650,000 when the drillship began working for PID. In total, Director A agreed to pay $31 million from his personal funds, though it's unclear from the charging documents whether all the payments were completed. On February 4, 2009, Petrobras and VDC signed the drillship contract for an eight-year term and with an approximate value of $1.8 billion.
In an administrative proceeding initiated on November 19, 2018, the SEC ordered Vantage to cease and desist violations of the internal controls provisions of the FCPA and to pay disgorgement of $5 million. In determining the amount of disgorgement and the lack of a civil fine, the SEC considered Vantage's voluntary disclosure, cooperation, remedial efforts, and the company's then current financial condition.
