Paratus Energy Services Ltd. an exempted company limited by shares incorporated under the laws of Bermuda formerly known as Seadrill New Finance Limited (the "Company") 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") to approve the Proposed Amendments and Waivers (as defined below) to that certain Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the "Indenture"), governing the Notes. The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement, dated May 11, 2023 (the "Consent Solicitation Statement").
The Consent Solicitation will expire at 5:00 p.m., New York City time, on May 18, 2023, 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 the Proposed Amendments and Waivers from holders representing at least a majority in aggregate principal amount of the Notes outstanding (including, without limitation, PIK Notes (as defined in the Indenture), if any) as of the record date for the Consent Solicitation of 5:00 p.m., New York City time, on May 10, 2023 (the "record date") considered together as a single class (the "Requisite Consents"). As of the record date, there was approximately $698,028,774 aggregate principal amount of the Notes outstanding (including, without limitation, PIK Notes (as defined in the Indenture)).
The purpose of the Consent Solicitation is to obtain approval of the following: (i) waiver of any 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) in connection with any failure by the Company to comply in full with the provisions of Section 4.03 of the Indenture (the "Reporting Covenant") or the provisions of Section 4.04 of the Indenture; and (ii) amend the terms of the Reporting Covenant such that the Company (a) is not required to deliver its audited annual consolidated financial statements for the year ended December 31, 2022 until October 30, 2023; and (b) is not required to deliver copies of the annual audited consolidated financial statements for the SeaMex Group (as defined in the Indenture) for the year ended December 31, 2022 until October 30, 2023 (collectively, the "Proposed Amendments and Waivers").
The Proposed Amendments and Waivers will become effective and operative with respect to the Notes upon receipt of the Requisite Consents and the execution of a supplemental indenture to the Indenture (the "Effective Time"), which may occur prior to the Expiration Time if the Requisite Consents are received before that time. Upon receipt of the Requisite Consents, the Company and the guarantors party to the Indenture intend to execute a supplemental indenture to the Indenture governing the Notes setting forth the Proposed Amendments and Waivers, and will deliver the supplemental indenture to the trustee under the Indenture for execution. No consents may be revoked after the Effective Time. Upon the Proposed Amendments and Waivers becoming effective and operative, all holders of the Notes would be bound by the terms thereof, even if they did not deliver consents to the Proposed Amendments and Waivers.
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 terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement. 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.
Concurrently with the Consent Solicitation, a subsidiary of the company is seeking certain amendments to the notes outstanding under its Note Purchase and Private Shelf Agreement dated August 31, 2021 (as subsequently amended, the "NPA"), which correspond to relevant aspects of the Proposed Amendments and Waivers.
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.
