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Promontoria Holding 264 B.V - Tender & Consent Offer - Amendment

Promontoria Holding 264 B.V., an indirect subsidiary of SATS Ltd., Announces Increase in Tender Offer Consideration and Extension in Certain Dates in connection with the Offer and the Solicitation


12 MAY 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Netherlands, May 12, 2023 - Promontoria Holding 264 B.V. (the “Company”) today announced that it has increased the consideration in respect of its previously announced cash tender offer (the “Offer”) and consent solicitation (the “Solicitation”) in relation to its outstanding 6⅜% Senior Secured Notes due 2027 (the “Euro Notes”) and 7⅞% Senior Secured Notes due 2027 (the “Dollar Notes”, and together with the Euro Notes, the “Notes”), as described below.


Capitalized terms used herein and not defined herein have the meaning given to them in the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”).


The following table sets forth the amended consideration for the Offer and the Solicitation:



...


"As of May 11, 2023, (i) €90,248,000 in aggregate principal amount, or 26.54%, of the outstanding Euro Notes and (ii) $60,078,000 in aggregate principal amount, or 15.02%, of the outstanding Dollar Notes, were validly tendered and not withdrawn. The Company has also secured commitments from Holders holding (a) €61,750,000 in aggregate principal amount, or 18.16%, of the outstanding Euro Notes and (b) $285,010,000 in aggregate principal amount, or 71.25%, of the outstanding Dollar Notes to tender their Notes on an irrevocable basis on or prior to the New Early Tender Date on the basis of the amended consideration for the Offer and the Solicitation set forth above.


Taking into account the Notes validly tendered and not withdrawn as of May 11, 2023 and the secured commitments, the Company would have received Consents from $511,001,4171 in aggregate principal amount, or 66.27%, of the outstanding Notes, representing Consents sufficient to effect the Proposed Majority Amendments. The Proposed Majority Amendments will, in substance, eliminate all of the restrictive covenants and certain events of default and related provisions contained in the Indenture. Please refer to the Statement for further details on the Proposed Majority

Amendments."

 

Promontoria Holding 264 B.V., an indirect subsidiary of SATS Ltd., Commences Tender Offer and Consent Solicitation for Any and All of the 6⅜% Senior Secured Notes due 2027 (Rule 144A ISIN: XS2442803669; Regulation S ISIN: XS2442802349) and 7⅞% Senior Secured Notes due 2027 (Rule 144A CUSIP.: 74349MAA4, Regulation S CUSIP.: N7138MAA4; Rule 144A ISIN: US74349MAA45; Regulation S ISIN: USN7138MAA47)


26 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Netherlands, April 26, 2023 - Promontoria Holding 264 B.V. (the “Company” or “we”) today announced that it has commenced a cash tender offer (the “Offer”), on the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated April 26, 2023 (the “Statement”), for any and all of its outstanding 6⅜% Senior Secured Notes due 2027 (“Euro Notes”) and 7⅞% Senior Secured Notes due 2027 (“Dollar Notes”, and together with the Euro Notes, the “Notes”), which is available, subject to eligibility and registration, on the Offer and Solicitation Website: https://projects.morrowsodali.com/promontoria. Capitalized terms used herein and not defined herein have the meaning given to them in the Statement. The Company is also soliciting consents (the “Solicitation”) to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, and release all of the collateral and guarantees granted for the benefit of holders of the Notes (“Holders”), subject to the conditions set forth in the Statement. The Statement more fully sets forth the terms of the Offer and the Solicitation.


The Notes and other information relating to the Offer and the Solicitation are listed in the table below: "


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