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Paratus Energy Services Ltd. - Consent Solicitation - Update

Paratus Energy Services Ltd updates Consent Solicitation to Amend Senior Secured Notes due 2026


26 JULY 2023


Full announcement including disclaimers and disclosures available via PRNEWSWIRE Source: Cision AB


"HAMILTON, Bermuda, July 26, 2023 /PRNewswire/ -- 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") today 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."


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Paratus Energy Services - Supplemental Indenture Update


18 MAY 2023


Full announcement via PRNEWSWIRE



"HAMILTON, Bermuda, May 18, 2023 /PRNewswire/ -- 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") hereby gives notice that: a. the solicitation of consents set forth in the Company's Consent Solicitation Statement dated May 11, 2023 ("Consent Solicitation Statement") expired at 5pm New York City time, on May 18, 2023; b. the Requisite Consents (as defined in the Consent Solicitation Statement) were obtained; and c. the Company will shortly enter into a supplemental indenture (the "Supplemental Indenture") to amend the Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the "Indenture") by and among the Company, the Guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee, Principal Paying Agent, Transfer Agent and Registrar, and Deutsch Bank Trust Company Americas, as Collateral Agent.

The Supplemental Indenture will, in the manner set out in the Consent Solicitation Statement, (i) waive any non-compliance by the Company with the provisions of Section 4.03 of the Indenture (the "Reporting Covenant") and the provisions of Section 4.04 of the Indenture (the "Compliance Covenant"); 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 Company also announces that consent sought by SeaMex Holdings Ltd, a subsidiary of the company, to make corresponding amendments (to those proposed in the Company's Consent Solicitation Statement) to the notes outstanding under its Note Purchase and Private Shelf Agreement dated August 31, 2021 was obtained, and the relevant amendments have taken effect."

 

Paratus Energy Services Ltd Commences Consent Solicitation to Amend Senior Secured Notes due 2026


11 MAY 2023


Full announcement via PRNEWSWIRE


"HAMILTON, Bermuda, May 11, 2023 /PRNewswire/ -- 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") 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") 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."


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**PREVIOUS PARATUS DEALS BELOW**

 

Paratus Energy Services Ltd obtains Requisite Consent to Convertible Loan Conversion


17 APRIL 2023


Full announcement via PRNEWSWIRE


"HAMILTON, Bermuda, April 17, 2023 /PRNewswire/ -- 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") hereby gives notice that:

  • the solicitation of consents set forth in the Company's Consent Solicitation Statement dated April 05, 2023 (the "Consent Solicitation Statement") expired at 5:00 p.m., New York time on April 14, 2023; and

  • the Requisite Consent (as defined in the Consent Solicitation Statement) was obtained; and

  • the Company and/or its subsidiarity, Paratus JU Newco Bermuda Limited ("Paratus JU Newco") will enter into supplemental document (including documentation to effect the early conversion and release of the existing convertible loan made by Paratus JU Newco to Archer Limited ("Archer") originally dated May 27, 2016 (as amended and restated from time to time), into ordinary shares in the capital of Archer (the "Convertible Loan Conversion") on the basis described in the Consent Solicitation Statement (the "Transaction"))."

 

Paratus Energy Services Ltd. Commences Consent Solicitation for Convertible Loan Conversion


05 APRIL 2023


Full announcement via PRNEWSWIRE



"HAMILTON, Bermuda, April 5, 2023 /PRNewswire/ -- 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") 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") to approve the conversion of a Convertible Loan which requires consent under the Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the "Indenture"), governing the Notes (the "Proposed Consent"). The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement, dated April 05, 2023 (the "Consent Solicitation Statement")."


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"The purpose of the Consent Solicitation is to obtain approval to the early conversion of an existing convertible loan made by the Company's subsidiary, Paratus JU Newco Bermuda Limited ("Paratus JU Newco"), to Archer Limited ("Archer") originally dated May 27, 2016 (as amended and restated from time to time) (the "Convertible Loan"), into ordinary shares in the capital of Archer (the "Convertible Loan Conversion")."

 

**PREVIOUS PARATUS OFFER BELOW**

 

Paratus Energy Services Ltd. to enter into a supplemental indenture


22 FEBRUARY 2023


Full announcement via PRNEWSWIRE.


HAMILTON, Bermuda, Feb. 22, 2023 /PRNewswire/ -- 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") hereby gives notice that:
  1. the solicitation of consents set forth in the Company's Consent Solicitation Statement dated February 03, 2023 ("Consent Solicitation Statement") expired at 5pm New York City time, on February 16, 2023;

  2. the Requisite Consents (as defined in the Consent Solicitation Statement) were obtained; and

  3. the Company will shortly enter into a supplemental indenture (the "Supplemental Indenture") to amend the Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the "Indenture") by and among the Company, the Guarantors party thereto, Deutsche Bank Trust Company Americas, as Trustee, Principal Paying Agent, Transfer Agent and Registrar, and Deutsch Bank Trust Company Americas, as Collateral Agent.

The Supplemental Indenture will, in the manner set out in the Consent Solicitation Statement, (i) waive any non-compliance by the Company with the provisions of Section 4.03 of the Indenture (the "Reporting Covenant") and the provisions of Sections 4.04 and 7.05 of the Indenture (the "Compliance Covenants"), (ii) amend the terms of the Reporting Covenant such that the Company is not required to deliver any financial statements or other information specified in the Reporting Covenant until March 31, 2023; (iii) amend the terms of Section 4.01 to adjust the period of notice the Issuer must give of its determination to pay interest amounts due for an interest period partly or wholly in cash; (iv) amend the terms of the Section 7.05 of the Indenture to eliminate any requirement that the Trustee delivers notice of a Default or Event of Default that has been waived, and (v) amend Section 4.20 to specify that failure to list the Notes will not constitute a Default or an Event of Default.

The Company also announces that consent sought by SeaMex Holdings Ltd, a subsidiary of the company, to make corresponding amendments (to those proposed in the Company's Consent Solicitation Statement) to the notes outstanding under its Note Purchase and Private Shelf Agreement dated August 31, 2021 were obtained, and the relevant amendments have taken effect."

 

Paratus Energy Services Ltd. Commences Consent Solicitation to Amend Senior Secured Notes due 2026 and SeaMex Finance Ltd. Seeks approval for amendment to note purchase and private shelf agreement dated 31 August 2021


03 FEBRUARY 2023 **Old**


Full announcement via PRNEWSWIRE.


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") 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") 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 February 03, 2023 (the "Consent Solicitation Statement").

...


"The purpose of the Consent Solicitation is to obtain approval of the following: (i) a 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 Sections 4.04 and 7.05 of the Indenture (the "Compliance Covenants"), (ii) amendment of the terms of the Reporting Covenant such that the Company is not required to deliver any financial statements or other information specified in the Reporting Covenant until March 31, 2023, (iii) amendment of the terms of Section 4.01 to adjust the period of notice the Company must give of its determination to pay interest amounts due for an interest period partly or wholly in cash, (iv) amendment of the terms of the Section 7.05 of the Indenture to eliminate any requirement that the Trustee deliver notice of a Default or Event of Default that has been waived, and (v) amendment of Section 4.20 of the Indenture to specify that failure to list the Notes will not constitute a Default or an Event of Default (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."

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