HAMILTON, Bermuda, May 23, 2024
/PRNewswire/ -- Paratus Energy Services Ltd. ("Paratus" or
the "Company") today announced that it has commenced a
solicitation of consents (the "Consent Solicitation") from
the holders of its Senior Secured Notes due 2026 (CUSIPs 81173J
AC3, G8000A AH6 and 81173J AD1; ISINs US81173JAC36, USG8000AAH61
and US81173JAD19) (the "Notes") pursuant to that certain
Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and
supplemented, the "Indenture"), governing the Notes.
In particular, the Company is (i) seeking consent in relation to
certain matters related to the Company's potential partial
refinancing, redemption and discharge of Indebtedness under the
Notes (the "Partial Refinancing"), proposed to be effected
by the Company through the incurrence of additional Indebtedness
("Additional Indebtedness") in the form of the issue of
senior secured bonds due approximately 2029 (the "New
Bonds"); and (ii) waivers in respect of (a) non-compliance and
any Default or Event of Default that has arisen prior to or on the
date of the Effective Time (as defined below), or which may arise
at any time during the period of 30 days from and after the date of
the Effective Date, in each case in connection with any failure by
the Company to comply in full with the provisions of Section 4.04
and Section 7.05 of the Indenture; and (b) any future obligation on
the Company pursuant to Section 4.04(a) of the Indenture to deliver
an Officer's Certificate with respect to the fiscal year ending
December 31, 2023 (together, the
"Proposed Waiver").
The Consent Solicitation is being made in accordance with the
terms and subject to the conditions stated in a Consent
Solicitation Statement, dated May 23,
2024 (the "Consent Solicitation Statement").
The Consent Solicitation will expire at 5:00 p.m., New York
City time, on May 30, 2024,
unless extended or earlier terminated (such time on such date, as
the same may be extended or earlier terminated, the "Expiration
Time"). The Consent Solicitation is subject to certain
conditions, including, among others, the receipt at or prior to the
Expiration Time of consents to those certain transactions relating
to the Partial Refinancing and the Proposed Waiver from holders
representing at least a majority in aggregate principal amount of
the Notes outstanding (including, without limitation, PIK, if any)
as of the record date for the Consent Solicitation of 5:00 p.m., New York
City time, on May 22, 2024
(the "record date") considered together as a single class
(the "Requisite Consents"). As of the record date, there was
approximately $715,479,495 aggregate
principal amount of the Notes outstanding (including, without
limitation, PIK Notes).
The purpose of the Consent Solicitation is to obtain approval
and acknowledgment of certain matters more fully outlined in the
Consent Solicitation Statement, including but not limited to the
following:
- consent to the Company issuing the New Bonds and granting Liens
(the "New Bond Security") as security for the Additional
Indebtedness, over certain of the same property and assets as the
existing Note Liens;
- consent and authorization for the Collateral Agent to agree the
final form of an intercreditor agreement which shall regulate the
ranking and priority of the New Bond Security and the existing Note
Liens;
- consent to the partial redemption, repurchase or discharge of
the Notes through one or more prescribed methods; and
- consent to the Proposed Waiver.
The Proposed Waiver and all other approvals and acknowledgements
sought through the Consent Solicitation will become effective and
operative upon an announcement by the Company that the Requisite
Consents have been obtained. The date and time at which such
announcement is made is the "Effective Time", which may
occur prior to the Expiration Time if the Requisite Consents are
received, and such announcement is made, before that time. No
consents may be revoked after the Effective Time. Upon the Proposed
Waiver and all other approvals and acknowledgments sought through
the Consent Solicitation becoming effective and operative, all
holders of the Notes will be bound by the Proposed Waiver and such
approvals and acknowledgments, even if they did not deliver
consents pursuant to the Consent Solicitation.
Consents may be revoked at any time prior to the earlier to
occur of the Effective Time and the Expiration Time, but not
thereafter, by following the procedures set forth in the Consent
Solicitation Statement.
The Company expressly reserves the right, in its sole
discretion, subject to applicable law, to (i) extend, abandon,
terminate or amend the Consent Solicitation at any time, (ii) waive
any conditions to the Consent Solicitation, and (iii) not extend
the Expiration Time, whether or not the Requisite Consents have
been obtained by such date. No consent fee or payment will be made
in connection with the Consent Solicitation.
The full terms and conditions of the Consent Solicitation are
set forth in the Consent Solicitation Statement, which affected and
interested parties should read and consider in full. Copies of the
Consent Solicitation Statement may be obtained from Global
Bondholder Services Corporation, the Information and Tabulation
Agent for the Consent Solicitation, at 855-654-2014 (toll free) or
212-430-3774 (banks and brokers) or by email at
contact@gbsc-usa.com.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold the Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or revoke their
instruction to participate in, the Consent Solicitation, before the
deadline specified herein and in the Consent Solicitation
Statement.
None of the Company, its board of directors, its officers, the
Information and Tabulation Agent, or the trustee (in any of its
capacities) for the Notes makes any recommendation as to whether
holders should deliver their consents pursuant to the Consent
Solicitation, and no one has been authorized by any of them to make
such recommendation. Holders must make their own decisions as to
whether to participate in the Consent Solicitation.
This press release is for informational purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this press release or otherwise. The
Consent Solicitation is being made only by, and pursuant to the
terms of, the Consent Solicitation Statement, and the information
in this press release is qualified by reference to the Consent
Solicitation Statement. The Consent Solicitation is not being made
in any jurisdiction in which the making thereof would not be in
compliance with the applicable laws of such jurisdiction.
Defined terms used in this announcement which are not
otherwise herein defined have the meaning set out in the
Indenture.
About Paratus
Paratus Energy Services Ltd. is an investment holding company of
a group of leading energy services companies. The Paratus Group is
primarily comprised of its ownership of SeaMex and a 50/50 JV
interest in Seabras Sapura. SeaMex is an offshore drilling company
with a fleet of five high-specification jack-up rigs working under
contracts in Mexico. Seabras
Sapura is a leading subsea services company, with a fleet of six
pipe-laying supply vessels under contracts in Brazil. In addition, Paratus is the largest
shareholder in Archer Ltd, a global oil services company, listed on
the Oslo Stock Exchange. For further information visit
www.paratus-energy.com
For further information, please contact:
Hawthorn Advisors
paratus@hawthornadvisors.com
+44 (0)20 3745 4960
Forward-Looking Statements
This release includes forward-looking statements. Such
statements are generally not historical in nature, and specifically
include statements about the Company's expectations regarding the
adoption and effectiveness of the consents and the Proposed Waiver
being sought and the conduct of the Consent Solicitation and the
Company's and / or the Paratus Group's (including any member of the
Paratus Group) plans, strategies, business prospects, changes and
trends in its business and the markets in which it operates. These
statements are based on management's current plans, expectations,
assumptions and beliefs concerning future events impacting the
Company and / or the Paratus Group and therefore involve a number
of risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements, which speak only as of the date of this
news release. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include, but are not limited to, the Company's ability (or
inability) to obtain the Requisite Consents, management's reliance
on third party professional advisors and operational partners and
providers, the Company's ability (or inability) to control the
operations and governance of certain joint ventures and investment
vehicles, oil and energy services and solutions market conditions,
subsea services market conditions, and offshore drilling market
conditions, the cost and timing of capital projects, the
performance of operating assets, delay in payment or disputes with
customers, the ability to successfully employ operating
assets, procure or have access to financing, ability to comply with
loan covenants, liquidity and adequacy of cash flow from operations
of its subsidiaries and investments, fluctuations in the
international price of oil or alternative energy sources,
international financial, commodity or currency market conditions,
including, in each case, the impact of pandemics and related
economic conditions, changes in governmental regulations, including
in connection with pandemics, that affect the Paratus Group,
increased competition in any of the industries in which the Paratus
Group operates, the impact of global economic conditions and global
health threats, including in connection with pandemics, our ability
to maintain relationships with suppliers, customers, joint venture
partners, professional advisors, operational partners and
providers, employees and other third parties and our ability to
maintain adequate financing to support our business plans, factors
related to the offshore drilling, subsea services, and oil and
energy services and solutions markets, the impact of global
economic conditions, our liquidity and the adequacy of cash flows
for our obligations, including the ability of the Company's
subsidiaries and investment vehicles to pay dividends, political
and other uncertainties, the concentration of our revenues in
certain geographical jurisdictions, limitations on insurance
coverage, our ability to attract and retain skilled personnel on
commercially reasonable terms, the level of expected capital
expenditures, our expected financing of such capital expenditures,
and the timing and cost of completion of capital projects,
fluctuations in interest rates or exchange rates and currency
devaluations relating to foreign or U.S. monetary policy, tax
matters, changes in tax laws, treaties and regulations, tax
assessments and liabilities for tax issues, legal and regulatory
matters, customs and environmental matters, the potential impacts
on our business resulting from climate-change or greenhouse gas
legislation or regulations, the impact on our business from
climate-change related physical changes or changes in weather
patterns, and the occurrence of cybersecurity incidents, attacks or
other breaches to our information technology systems, including our
rig operating systems. Consequently, no forward-looking statement
can be guaranteed.
Neither the Company nor any member of the Paratus Group
undertakes any obligation to update any forward-looking statements
to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not
possible for us to predict all of these factors. Further, we cannot
assess the impact of each such factors on our businesses or the
extent to which any factor, or combination of factors, may cause
actual results to be materially different from those contained in
any forward-looking statement.
CONTACT:
paratus@hawthornadvisors.com
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SOURCE Paratus Energy Services Ltd