PGS Announces Early Results of Exchange Offer and Consent Solicitation with regard 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 announced the early tender results 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").
According to information provided by Lucid Issuer Services Limited, the Exchange Offer and Information Agent for the Exchange Offer, as of 11:59 p.m., New York City time, on December 6, 2016, the Company had received tenders from holders of $423,098,000 in aggregate principal amount of the Old Notes, representing approximately 94.0% of the total outstanding principal amount of the Old Notes.
Pursuant to the terms set forth in Exchange Offer Memorandum, eligible holders who validly tendered their Old Notes can no longer withdraw tendered Old Notes and revoke delivered Consents. The Exchange Offer is due to expire at 11:59 p.m., New York City time, on December 20, 2016, unless extended by the Company (the "Expiration Date").
Accordingly, PGS has received consents (the "Consents") sufficient to approve 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 the 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. Any Old Notes not validly tendered pursuant to the Exchange Offer prior to the Expiration Date will remain outstanding and the holders will remain subject to the terms of the Old Notes Indenture as amended by the Fourth Supplemental Indenture implementing the Proposed Amendments which will be entered into promptly after the satisfaction or waiver of the Exchange Offer Conditions (as defined below).
The consummation of the Exchange Offer remains subject to the satisfaction or waiver of certain conditions, including, among others, (a) the closing of the concurrent private placement of new shares on terms and conditions satisfactory to the Company in its sole discretion and (b) the effectiveness of certain proposed amendments to the Company's existing revolving credit facility as described in the Exchange Offer Memorandum (the "Exchange Offer Conditions").
The complete terms and conditions of the Exchange Offer and the Consent Solicitation are described in the Exchange Offer Memorandum, copies of which may be obtained by eligible holders by contacting Lucid Issuer Services Limited, the information agent for the Exchange Offer, at Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom or +44 (0)20 7704 0880 or firstname.lastname@example.org.
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. Any questions concerning the terms and conditions of the Exchange Offer should be directed to the Lead Dealer Managers: Arctic Securities AS (Europe: +47 21 01 31 00; US: +1 (212) 597 5555; email@example.com), Barclays Bank PLC (Europe: +44 (0) 20 3134 8515; US: +1 (212) 528-7581; US Toll Free: +1 (800) 438-3242; and firstname.lastname@example.org) and J.P. Morgan Securities LLC (Europe: +44 (0) 20 7134 2468; US +1 (866) 834 4666 / +1 (212) 834 2494; email@example.com).
Arctic Securities AS, Barclays Bank PLC, J.P. Morgan Securities LLC, 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) (together, the "Dealer Managers") are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Dealer Managers.
For additional information, please contact:
Gottfred Langseth Executive Vice President & CFO +47 930 55 580
Rune Olav Pedersen Executive Vice President & General Counsel +47 67 51 57 06
Bård Stenberg VP IR & Corporate Communications +47 992 45 235
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. The Exchange Offer is being made solely by, and pursuant to, the terms set forth in the Exchange Offer Memorandum. The Exchange Offer is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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'.