Paratus Energy Services Ltd. Announces Cash Tender Offer for up to $17,607,991 Senior Secured Notes due 2026
HAMILTON, Bermuda, Oct. 15, 2025 /PRNewswire/ -- Reference is made to the announcement made by Paratus Energy Services Ltd., (ticker: PLSV) ("Paratus" or the "Company") on 25 September 2025 regarding the successful sale of shares in Archer Limited by Paratus JU Newco Bermuda Limited, a company wholly owned by Paratus, which raised gross proceeds of approximately $49 million (the "Announcement") (the "Archer Transaction").
Further to the Announcement, the Company today announces that it will commence an offer to purchase for cash up to an aggregate principal amount of $17,607,991 Senior Secured Notes due 2026 (CUSIPs 81173J AC3, G8000A AH6 and 81173J AD1; ISINs US81173JAC36, USG8000AAH61 and US81173JAD19) (the "Notes") governed by that Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the "Indenture") at the repurchase price of 103% of the principal amount of such Notes ("Tender Offer Consideration"), plus accrued and unpaid interest with respect to such Notes to, but not including, the date of repurchase ("Accrued Interest") (the "Tender Offer").
The Tender Offer is being made upon the terms and subject to the conditions described in the Offer to Purchase, dated 15 October 2025 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), which sets forth a detailed description of the Tender Offer. The Offer to Purchase constitutes the notice of commencement of the Tender Offer in respect of the Archer Transaction as required pursuant to Section 4.10(e) and Section 4.10(i)(iii) of the Indenture.
The Tender Offer for the Notes will expire at 5:00 p.m., New York City time, on November 14, 2025, or any other date and time to which the Company extends the Tender Offer (such date and time, as it may be extended with respect to the Tender Offer, the "Expiration Date"), unless earlier terminated. Holders of Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on the Expiration Date, and the holder's Notes must be accepted for purchase, to be eligible to receive the Tender Offer Consideration.
The Company intends to fund the purchase of validly tendered and accepted Notes with the net cash proceeds from the Archer Transaction.
The Tender Offer will expire at 5:00 p.m. on the Expiration Date. Payment for the Notes that are validly tendered prior to or on the Expiration Date and that are accepted for purchase will, along with Accrued Interest, be made on a date promptly following the Expiration Date.
Tendered Notes may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on November 3, 2025.
The Tender Offer is subject to the satisfaction or waiver of certain conditions which are specified in the Offer to Purchase. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered.
The current principal amount of the Notes is approximately $215.5 million. Following the successful repurchase of $17.6 million in principal amount of the Notes pursuant to the Tender Offer, the remaining balance will be $197.9 million.
Information relating to the Tender Offer
Global Bondholder Services Corporation is the Tender and Information Agent for the Tender Offer. Any questions regarding procedures for tendering Notes or request for copies of the Offer Purchase should be directed to Global Bondholder Services Corporation by any of the following means: by telephone at 855-654-2014 (toll free) or 212-430-3774 (banks and brokers) or by email at contact@gbsc-usa.com.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold the Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or revoke their instruction to participate in, the Tender Offer, before the deadline specified herein and in the Offer to Purchase.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Company or its affiliates, their respective boards of directors, the dealer manager, the Tender and Information agent or the Trustee with respect to the Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender.
Defined terms used in this announcement which are not otherwise herein defined have the meaning set out in the Indenture.
About Paratus
Paratus Energy Services Ltd. (ticker: PLSV) is an investment holding company of a group of leading energy services companies. The Paratus Group is primarily comprised of its ownership of Fontis Energy and a 50/50 JV interest in Seagems. Fontis Energy is an offshore drilling company with a fleet of five high-specification jack-up rigs in Mexico. Seagems is a leading subsea services company, with a fleet of six multi-purpose pipe-laying support vessels in Brazil.
For further information about Paratus, please contact:
Baton Haxhimehmedi, CFO
baton.Haxhimehmedi@paratus-energy.com
+47 406 39 083
Forward-Looking Statements
This release includes forward-looking statements. Such statements are generally not historical in nature, and specifically include statements about the Company's and / or the Paratus Group's (including any member of the Paratus Group) plans, strategies, business prospects, changes and trends in its business and the markets in which it operates. These statements are based on management's current plans, expectations, assumptions and beliefs concerning future events impacting the Company and / or the Paratus Group and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, which speak only as of the date of this news release. Important factors that could cause actual results to differ materially from those in the forward-looking statements include management's reliance on third party professional advisors and operational partners and providers, the Company's ability (or inability) to control the operations and governance of certain joint ventures and investment vehicles, oil and energy services and solutions market conditions, subsea services market conditions, and offshore drilling market conditions, the cost and timing of capital projects, the performance of operating assets, delay in payment or disputes with customers, the ability to successfully employ operating assets, procure or have access to financing, ability to comply with loan covenants, liquidity and adequacy of cash flow from operations of its subsidiaries and investments, fluctuations in the international price of oil or alternative energy sources, international financial, commodity or currency market conditions, including, in each case, the impact of pandemics and related economic conditions, changes in governmental regulations, including in connection with pandemics, that affect the Paratus Group, increased competition in any of the industries in which the Paratus Group operates, the impact of global economic conditions and global health threats, including in connection with pandemics, our ability to maintain relationships with suppliers, customers, joint venture partners, professional advisors, operational partners and providers, employees and other third parties and our ability to maintain adequate financing to support our business plans, factors related to the offshore drilling, subsea services, and oil and energy services and solutions markets, the impact of global economic conditions, our liquidity and the adequacy of cash flows for our obligations, including the ability of the Company's subsidiaries and investment vehicles to pay dividends, political and other uncertainties, the concentration of our revenues in certain geographical jurisdictions, limitations on insurance coverage, our ability to attract and retain skilled personnel on commercially reasonable terms, the level of expected capital expenditures, our expected financing of such capital expenditures, and the timing and cost of completion of capital projects, fluctuations in interest rates or exchange rates and currency devaluations relating to foreign or U.S. monetary policy, tax matters, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, legal and regulatory matters, customs and environmental matters, the potential impacts on our business resulting from climate-change or greenhouse gas legislation or regulations, the impact on our business from climate-change related physical changes or changes in weather patterns, and the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems, including our rig operating systems. Consequently, no forward-looking statement can be guaranteed.
Neither the Company nor any member of the Paratus Group undertakes any obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.
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SOURCE Paratus Energy Services Ltd