Paratus Energy Services Ltd. obtains requisite consent to Consent Solicitation in connection with proposed partial refinancing of the Senior Secured Notes due 2026
Hamilton, Bermuda, May 30, 2024 - Paratus Energy Services Ltd. (“Paratus” or the “Company”) hereby gives notice that in response to it solicitation of consents from the holders of the Senior Secured Notes due 2026 (CUSIPs 81173J AC3, G8000A AH6 and 81173J AD1; ISINs US81173JAC36, USG8000AAH61 and US81173JAD19) (the “Notes”) governed by that Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the “Indenture”), as set forth in the Company's Consent Solicitation Statement dated May 23, 2024 (the “Consent Solicitation Statement”) (the "Consent Solicitation") the Requisite Consent (as defined in the Consent Solicitation Statement) was achieved.
The consents set forth in the Consent Solicitation Statement, and that have been obtained, included certain matters related to the Company's potential partial refinancing, redemption and discharge of Indebtedness under the Notes proposed to be effected by the Company through the incurrence of additional Indebtedness in the form of the issue of senior secured bonds due approximately 2029; 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 Time, 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").
This press release serves as the announcement pursuant to which, as set out in the Consent Solicitation Statement, the consents sought in the Consent Solicitation Statement (as outlined above) take effect and the date and time of this announcement is the Effective Time for the purposes of the Consent Solicitation Statement and this press release. Accordingly, as set out in the Consent Solicitation Statement, no consent to the Consent Solicitation Statement may be revoked after the date and time of this announcement.
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.
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 Fontis Energy and a 50/50 JV interest in Seabras. Fontis Energy is an offshore drilling company with a fleet of five high-specification jack-up rigs working under contracts in Mexico. Seabras is a leading subsea services company, with a fleet of six multi-purpose pipe-laying support 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 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 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.
paratus@hawthornadvisors.com