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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 16, 2009

Vantage Drilling Company

(Exact name of registrant as specified in its charter)

Cayman Islands 1-34094

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

777 Post Oak Boulevard, Suite 610 Houston, 77056

TX
(Address of principal executive offices) (Zip Code)

(281) 404-4700
(Registrant’s telephone number, including area code)

(Not Applicable)
(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:

® Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

® Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

® Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

® Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02. Unregistered Sales of Equity Securities.

Vantage Drilling Company, a Cayman Islands exempted company (the “Company”), acquired an option to purchase an ultra-deepwater
drillship, hull number 3602. The option lapsed pursuant to its terms, and pursuant to its terms the Company was obligated to pay a termination
fee of $10.0 million to Mandarin Drilling Corporation, a Marshall Islands corporation (“Mandarin”). In settlement of its obligations under the
option, the Company reached an agreement (the “Termination Agreement”) with Mandarin to issue 7,299,270 of the Company’s ordinary
shares, par value $0.001 per share, to F3 Capital, a Cayman Islands exempt company (“F3”), in lieu of paying the termination fee in
cash. Mandarin and F3 are wholly-owned by Hsin Chi Su, a director of the Company.

The ordinary shares issued to Mandarin were issued in reliance on the exemption from registration contained in Section 4(2) of the Securities
Act of 1933, as amended.

The Termination Agreement is filed as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibit

10.1 Termination Agreement dated January 7, 2009
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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 20, 2009

VANTAGE DRILLING COMPANY

/s/ Chris E. Celano

Chris E. Celano,
General Counsel
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INDEX TO EXHIBITS

Exhibit Number Description of Exhibit

10.1 Termination Agreement dated January 7, 2009

DATED 7 January 2009

MANDARIN DRILLING CORPORATION

and

OFFSHORE GROUP INVESTMENT LIMITED

and

VALENCIA DRILLING CORPORATION

and

VANTAGE DEEPWATER COMPANY

and

F3 CAPITAL

TERMINATION AGREEMENT
relating to a Purchase Agreement in respect of
the Drillship having hull number 3601
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THIS AGREEMENT is made on the 7 day of January 2009

BETWEEN:

(1) MANDARIN DRILLING CORPORATION, is a company organised and existing under the laws of the Marshall Islands having its
registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the Seller); and

(2) OFFSHORE GROUP INVESTMENT LIMITED a company organised and existing under the laws of the Cayman Islands, having its
registered office at c/o Maples Corporate Services Limited, P.O. Box 309 Ugland House, Grand Cayman, Kyl-1104, Cayman Island, (the
Buyer); and

(3) VALENCIA DRILLING CORPORATION, a corporation organized and existing under the laws of the Marshall Islands (Valencia);
and

(4) VANTAGE DEEPWATER COMPANY, a Cayman Islands exempted company (Vantage); and

(5) F3 CAPITAL, a company organized and existing under the laws of the Cayman Islands, having its registered office at c/o Campbell
Corporate Services Limited, Scotia Centre, PO Box 268, Grand Cayman KYl-1104, Cayman Islands (F3)

(referred to collectively as the parties)

WHEREAS:

(A) On 13 September 2007 the Seller entered into a shipbuilding contract with Daewoo Shipbuilding & Marine Engineering Co. Ltd in
respect of the construction of one drillship having ship number 3601 (the Vessel).

(B) By a purchase agreement dated 24 March 2008 (the Purchase Agreement) the Seller has agreed to sell the Vessel to the Buyer.

(C) The parties wish to terminate the Purchase Agreement.

(D) On 18 November 2008 F3 Capital and Vantage Deepwater Company entered into a Share Sale and Purchase Agreement pursuant to
which F3 Capital has agreed to sell shares in the capital of the Seller to Vantage Deepwater Company (the Share Sale and Purchase
Agreement).

(E) Valencia and not the Seller as premised in clause 22 of the Purchase Agreement has entered into a contract with Daewoo Shipbuilding
& Marine Engineering Co. Ltd for the construction and purchase of the ultra-deepwater drillship, hull #3602 (the Second Vessel), and
clause 22 of the Purchase Agreement should have stated that Valencia, and not the Seller, grants the Buyer an option to purchase the
Second Vessel (the Option).
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IT IS AGREED as follows:

1. Words and expressions used in this Agreement shall, to the extent applicable and unless defined in this Agreement or the context
otherwise requires, have the meaning ascribed to them in the Purchase Agreement

2. Termination of the Purchase Agreement shall not affect the terms of any of the clauses or agreements referred to in clause 4. Except
as provided in the preceding sentence, termination of the Purchase Agreement shall relieve each party from any liability or obligation
for any matter, undertaking or condition which has not been done, observed or performed by that party, before termination or is
required to be observed or performed by that party, after termination.

3. The parties agree that the Purchase Agreement shall terminate effective as of the initial closing date of the Share Sale and Purchase
Agreement and shall immediately cease to be of any effect thereafter.

4. The following provisions of the Purchase Agreement, namely:

(a) 23(a) (Notices);

(b) 23(f) (Severability); and

(c) 23(g) (Governing Law and Jurisdiction),

are to apply as if they were set out in this Agreement, but with references in those clauses of the Purchase Agreement being replaced
by references to this Agreement.

5. Satisfaction of the Option

5.1 In lieu of the $10,000,000 fee that the Buyer is obliged to pay to the Seller for the lapse of the Option which was granted to the Buyer
pursuant to clause 22 of the Purchase Agreement, Vantage hereby agrees to issue to F3, 7,299,270 ordinary shares of Vantage (the
Shares) in full settlement of such obligation.

5.2 Within 2 business days of execution of this agreement, Vantage shall file an Additional Listing Application with the American Stock
Exchange seeking approval for the listing of the Shares. The Shares shall be issued by Vantage to F3 and Vantage will deliver to F3 a
share certificate for all of the Shares, in each case as soon as practicable, after receipt by Vantage of approval by AMEX of such
Additional Listing Application.

6. Representation and Covenants of the Seller.

6.1 The Seller hereby represents, warrants and covenants to the Buyer, as follows:

(a) Due Organization. The Seller has been duly organized, validly exists and is in good standing, as applicable, under the laws
of the jurisdiction of its organization.

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(b) Power; Due Authorization; Binding Agreement. The Seller has full legal capacity, power and authority to execute and
deliver this agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The
execution and delivery of this agreement, and the consummation of the transactions contemplated hereby by the Seller, have
been duly and validly authorized by all necessary action on the part of the Seller, and no other proceedings on the part of
the Seller are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding agreement of
the Seller, enforceable against the Seller in accordance with its terms, except that enforceability may be subject to the effect
of:

(i) any applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, moratorium or other similar
laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity and;

(ii) any laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, regardless
of whether considered in a proceeding in law or equity.

(c) No Conflicts. The execution and delivery of this Agreement by the Seller does not, and the performance of the terms of this
agreement by the Seller will not:

(i) require the Seller to obtain the consent or approval of any other person pursuant to any agreement, obligation or
instrument binding on the Seller or its properties and assets; or

(ii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to
the Seller or by which any property or asset of the Seller is bound; or

(iii) violate any other agreement to which the Seller is a party.

7. Representations and Warranties of the Buyer.

7.1 The Buyer hereby represents and warrants to as follows.

(a) Due Organization. The Buyer has been duly organized, validly exists and is in good standing, as applicable, under the laws
of the jurisdiction of its organization.

(b) Power; Due Authorization; Binding Agreement. The Buyer has full legal capacity, power and authority to execute and
deliver this agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The
execution and delivery of this agreement, and the consummation of the transactions contemplated hereby by the Buyer,
have been duly and validly authorized by all necessary action on the part of the Buyer, and no other proceedings on the part
of the Buyer are necessary to authorize this, agreement, or

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to consummate the transactions contemplated hereby. This agreement has been duly and validly executed and delivered by
the Buyer and constitutes a valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its
terms, except that enforceability may be subject to the effect of

(i) any applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, moratorium or other similar
laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity; and

(ii) any laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, regardless
of whether considered in a proceeding in law or equity.

(c) No Conflicts. The execution and delivery of this agreement by the Buyer does not, and the performance of the terms of this
agreement by the Buyer will not:

(i) require the Buyer to obtain the consent or approval of any governmental or regulatory authority, domestic or
foreign; or

(ii) conflict with or violate the organizational documents of the Buyer; or

(iii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding
on the Buyer or its properties and assets; or

(iv) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to
the Buyer or by which any property or asset of the Buyer is bound; or

(v) violate any other agreement to which the Buyer is a party.

8. Each party undertakes that it shall not at any time after the date of this agreement use, divulge or communicate to any person (except
to its professional representatives or advisers or as may be required by law or any legal or regulatory authority) any confidential
information concerning the terms of this agreement or the Purchase Agreement and each of the parties shall use its reasonable
endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

9. This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall
be an original but all of which together shall constitute one and the same instrument.

10. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
any of its terms.

AS WITNESS this Agreement has been executed as a deed on the day and year first before written.

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SIGNED and DELIVERED )

as a DEED )
by Hsin Chi Su ) /s/ Hsin Chi Su
for and on behalf of ) Authorised Signatory
MANDARIN DRILLING CORPORATION )
)
SIGNED and DELIVERED )
as a DEED )
by ) /s/ Paul A. Bragg
for and on behalf of ) Authorised Signatory
OFFSHORE GROUP INVESTMENT LIMITED )

SIGNED and DELIVERED )

as a DEED )
by Hsin Chi Su ) /s/ Hsin Chi Su
for and on behalf of ) Authorised Signatory
VALENCIA DRILLING CORPORATION )

SIGNED and DELIVERED )

as a DEED )
by ) /s/ Paul A. Bragg
for and on behalf of ) Authorised Signatory
VANTAGE DEEPWATER COMPANY )

SIGNED and DELIVERED )

as a DEED )
by Hsin Chi Su ) /s/ Hsin Chi Su
for and on behalf of ) Authorised Signatory
F3 CAPITAL )