Paratus Energy Services Ltd. an exempted company limited by shares incorporated under the laws of Bermuda formerly known as Seadrill New Finance Limited announces that it has issued an update and amendment to the recently announced consent solicitation statement, dated July 14, 2023 (the "Consent Solicitation Statement") pursuant to which it is soliciting consents 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 certain amendments (the "Proposed Amendments") to that certain Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the "Indenture"), governing the Notes (as updated and amended, the "Consent Solicitation"). The Consent Solicitation Statement, as amended by the update dated July 26, 2023, the "Amended Consent Solicitation Statement".
The purpose of the update to the original Consent Solicitation Statement was to clarify language used in a single Proposed Amendment (being the amendment to Section 4.07(b)(vii) of the Indenture) only and does not alter the nature or effect of that Proposed Amendment or introduce or propose any additional or new amendments not already described in the Consent Solicitation Statement or withdraw or remove any other amendments described in the Consent Solicitation Statement.
The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in the Amended Consent Solicitation Statement and will expire at 5:00 p.m., New York City time, on July 28, 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 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 July 13, 2023 (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 (as defined in the Indenture)).
All consents received in response to the Consent Solicitation Statement prior to the Amended Consent Solicitation Statement will remain valid (unless revoked in accordance with the Amended Consent Solicitation).
The Proposed Amendments 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 will deliver the supplemental indenture to the trustee under the Indenture for execution. Upon the Proposed Amendments 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.
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 Amended Consent Solicitation Statement. No consents may be revoked after the Effective Time.
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.
