Paratus Energy Services Ltd Commences Consent Solicitation in connection with proposed partial refinancing of the Senior Secured Notes due 2026
Hamilton, Bermuda, May 23, 2024 - 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.
paratus@hawthornadvisors.com