Hamilton, Bermuda, October 15, 2025 - 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.