Successful Completion of Exchange Offer and Consent Solicitation with respect to its 7.375% Senior Notes Due 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Petroleum Geo-Services ASA (Oslo Stock Exchange: PGS) ("PGS" or the "Company") today announces the satisfaction of all conditions precedent and the successful completion of its previously announced exchange offer (the "Exchange Offer") and consent solicitation (the "Consent Solicitation") on the terms and conditions set forth in the Exchange Offer and Consent Solicitation Memorandum dated November 22, 2016 (the "Exchange Offer Memorandum") related to the Company's outstanding 7.375% Senior Notes due 2018 (the "Old Notes").
Under the terms of the Exchange Offer, for each $1,000 principal amount of Old Notes validly tendered for exchange (and not validly withdrawn prior to 11:59 p.m., New York City time, on December 6, 2016) by an eligible holder prior to 11:59 p.m., New York City time, on December 20, 2016 and accepted for exchange by the Company, PGS offered (A) for Old Notes tendered at or prior to 11:59 p.m., New York City time, on December 6, 2016 (the "Early Tender Date"), the consideration of (i) $500 aggregate principal amount of new 7.375% Senior Notes due 2020 to be issued by the Company on the date hereof (the "New Notes") plus (ii) $475 in cash (the "Total Exchange Consideration") and (B) for Old Notes tendered after the Early Tender Date, the consideration of (i) $500 aggregate principal amount of New Notes plus (ii) $445 in cash (the "Exchange Consideration"). In addition to the Total Exchange Consideration and Exchange Consideration paid to holders who tendered their Old Notes, as applicable, PGS will pay on the Old Notes tendered and accepted for exchange in cash accrued and unpaid interest from December 15, 2016 up to, but not including, December 23, 2016.
The Exchange Offer and the Consent Solicitation expired at 11:59 P.M., New York City time, on December 20, 2016. In total, the Company received tenders and accepted for exchange $423,998,000 in aggregate principal amount of the Old Notes, or approximately 94.2% of the $450,000,000 outstanding aggregate principal amount of the Old Notes.
Concurrently with the Exchange Offer, the Company solicited consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the indenture governing the Old Notes (the "Old Notes Indenture") on the terms and conditions set forth in Exchange Offer Memorandum. The Proposed Amendments provide for the elimination of substantially all of the restrictive covenants, all of the reporting covenants and certain of the events of default in the Old Notes Indenture. Because the Company received the Consents to effect the Proposed Amendments, any Old Notes not validly tendered pursuant to the Exchange Offer remain outstanding and the holders are subject to the terms of the Old Notes Indenture as amended by the Fourth Supplemental Indenture implementing the Proposed Amendments, which was entered into on December 23, 2016. After giving effect to the Exchange Offer and Consent Solicitation, the aggregate principal amount of the Old Notes remaining outstanding is $26,002,000 as of December 23, 2016.
In connection with the Exchange Offer, the Company issued $211,999,000 aggregate principal amount of its New Notes. The New Notes issued by the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or in a transaction not subject to, the registration requirements of, the U.S. Securities Act. No public offering of the New Notes is being made in the United States or in any other jurisdiction.
The Company retained Arctic Securities AS, Barclays Bank PLC and J.P. Morgan Securities LLC as Lead Dealer Managers and ABN AMRO Securities (USA) LLC, DNB Markets, a part of DNB Bank ASA, Nordea Bank Danmark A/S and The Royal Bank of Scotland plc (trading as NatWest Markets) as Co-Managers for the Exchange Offer.
This announcement is for informational purposes only and does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities, not does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
PGS is a leading marine seismic survey and data processing company operating in all of the major oil and natural gas offshore basins worldwide. PGS' ordinary shares trade on the Oslo Stock Exchange under the symbol 'PGS'.
For additional information, please contact:
VP IR & Corporate Communications
+47 67 51 43 16