Bli medlem
Bli medlem

Du är här

2016-11-22

Petroleum Geo-Services ASA: ANNOUNCES OFFER TO EXCHANGE ANY AND ALL OF ITS 7.375% SENIOR NOTES DUE 2018 FOR A COMBINATION OF NEW 7.375% SENIOR NOTES DUE 2020 AN

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.

FOR IMMEDIATE RELEASE

For additional information, please contact:
Bård Stenberg
VP IR&Corporate Communications
+47 67 51 43 16

Petroleum Geo-Services ASA Announces Offer to Exchange
ANY AND ALL OF its 7.375% Senior Notes due 2018 FOR A COMBINATION OF
NeW 7.375% Senior Notes due 2020 AND CASH

Oslo, Norway, November 22, 2016
-
Petroleum Geo-Services ASA (Oslo Stock Exchange: PGS) ("PGS" or the "Company")
today announced that it has commenced an offer to exchange (the "Exchange
Offer") any and all of its outstanding 7.375% Senior Notes due 2018 (the "Old
Notes") for total exchange considerationper
$1,000 principal amount of Old Notes comprising (i) $500 aggregate principal
amount of new 7.375% Senior Notes due 2020 to be issued by the Company (the
"New Notes")plus
(ii) $475 in cash, as set forth in the table below.

---------------------------------------------------------------------------------------------------------------------------------------------------
| Old Notes to be Exchanged Outstanding CUSIP Numbers Exchange Consent Total Exchange |
| |
| Principal Amount and ISINs Consideration(1) Payment(1) Consideration(1)(2) |
| 7.375% Senior Notes due 2018 $450,000,000 144A: 716599AC9 / US716599AC95 $500 principal amount of $30 in cash $500 principal amount of |
| |
| New Notes and New Notes and $475 in cash |
| $445 in cash |
| Reg S: R69628AA4 / USR69628AA46 |
---------------------------------------------------------------------------------------------------------------------------------------------------
____________________

(1) For each $1,000 principal amount of Old Notes.
(2) Includes the Consent Payment payable to eligible holders whose Old Notes
are validly tendered and not validly withdrawn and as to which Consents to
the Proposed Amendments are delivered on or prior to the Early Tender Date
(as each such term is defined below).

The Exchange Offer is being made pursuant to the Exchange Offer and Consent
Solicitation Memorandum dated November 22, 2016 (the "Exchange Offer
Memorandum"). The Exchange Offer is scheduled to expire at 11:59 p.m., New
York City time, on December 20, 2016, unless extended by the Company (such
time and date, as the same may be extended, the "Expiration Date"). Eligible
holders (as defined in the Exchange Offer Memorandum) who validly tender and
do not validly withdraw their Old Notes by 11:59 p.m., New York City time, on
December 6, 2016, unless extended by the Company (such date and time, as the
same may be extended, the "Early Tender Date"), will be eligible to receive
the total exchange consideration set forth in the table above. Eligible
holders who validly tender and do not validly withdraw their Old Notes after
the Early Tender Date but on or prior to the Expiration Date will be eligible
to receive the Exchange Consideration set forth in the table above. Eligible
holders may only withdraw their tendered Old Notes prior to 11:59 p.m., New
York City time, on December 6, 2016, unless extended or earlier terminated
(the "Withdrawal Deadline").

Eligible holders whose Old Notes are accepted for exchange in the Exchange
Offer will also receive accrued and unpaid interest in cash in respect of
such exchanged Old Notes from the last interest payment date to, but not
including, the date of settlement pursuant to the terms described in the
Exchange Offer Memorandum.

Concurrently with the Exchange Offer, the Company is soliciting 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 the Exchange Offer Memorandum (the "Consent
Solicitation"). The Proposed Amendments will eliminate substantially all of
the restrictive covenants, all of the reporting covenants and certain of the
events of default in the Old Notes Indenture, if adopted. In order to effect
the Proposed Amendments, Consents must be received from holders representing
not less than a majority in aggregate principal amount of the outstanding Old
Notes (as determined in accordance with the Old Notes Indenture). Eligible
holders who validly tender their Old Notes will be deemed to have consented
to the Proposed Amendments. Eligible holders may not tender their Old Notes
in the Exchange Offer without delivering Consents to the Proposed Amendments
and may not deliver Consents to the Proposed Amendments without tendering
their Old Notes in the Exchange Offer.

The consummation of the Exchange Offer is subject to 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, (b) the effectiveness of
certain proposed amendments to the Company's existing revolving credit
facility as described in the Exchange Offer Memorandum and (c) the receipt of
valid tenders of Old Notes, not withdrawn, and Consents, not revoked, of not
less than 90% of the aggregate principal amount of outstanding Old Notes in
the Exchange Offer. The private placement of new shares is subject to
customary conditions, including approval thereof by an extraordinary general
meeting of the Company, which is currently expected to be held in
approximately three weeks and the receipt of valid tender of Old Notes of not
less than 90% of the aggregate principal amount of outstanding Old Notes in
the Exchange Offer. Prior to launching the Exchange Offer, the Company
received commitments from eligible holders representing $251,660,000, or
approximately 55.9%, of the aggregate principal amount of outstanding Old
Notes to tender their Old Notes in the Exchange Offer.

The Company reserves the right, subject to applicable law and the terms set
forth in the Exchange Offer Memorandum, to (i) extend the Early Tender Date,
the Expiration Date or the Withdrawal Deadline, (ii) modify, extend or
terminate the Exchange Offer and/or the Consent Solicitation or (iii)
otherwise amend the Exchange Offer and/or the Consent Solicitation in any
respect. In addition, the Company may, in its sole discretion, waive certain
conditions to the Exchange Offer.

Background and Rationale

To maintain a robust financial position through the ongoing uncertainty, PGS
has established a financial plan which seeks to strengthen its liquidity
position even further by proactively addressing the December 2018 maturity of
the Old Notes, de-leveraging the balance sheet and reducing interest costs.
In November 2016, PGS successfully completed the first step of its financial
plan through the extension of maturity of the existing revolving credit
facility to September 18, 2020 and reduced the commitments thereunder to $400
million upon the effectiveness of the RCF Amendments and to $350 million from
September 18, 2018 through the execution of an amendment agreement and
extension request, each to be entered into in connection with the Exchange
Offer. As a second step, PGS is seeking to address the 2018 maturity of the
Old Notes through the Exchange Offer, the cash consideration for which will
be financed from a portion of the proceeds raised in the concurrent private
placement of new shares in the Company. The Exchange Offer is conditional
upon the closing of the private placement.

Indicative Timetable

-----------------------------------------------------------------------------------------------------
| Date Calendar Date |
| Commencement Date November 22, 2016 |
| Early Tender Date 11:59 p.m., New York City time, on December 6, 2016, unless extended. |
| Withdrawal Deadline 11:59 p.m., New York City time, on December 6, 2016, unless extended or |
| earlier terminated. |
| Expiration Date 11:59 p.m., New York City time, on December 20, 2016, unless extended. |
| Settlement Date Three business days after the Expiration Date, unless extended, assuming all |
| conditions to the Exchange Offer have been satisfied or waived, currently |
| expected to be December 23, 2016. |
-----------------------------------------------------------------------------------------------------
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
orpgs@lucid-is.com.

The Company has 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 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; arctic.credit.sales@arctic.com), Barclays Bank
PLC (Europe: +44 (0) 20 3134 8515; US: +1 (212) 528-7581; US Toll Free: +1
(800) 438-3242; liability.management@barclays.com) and J.P. Morgan Securities
LLC (Europe: +44 (0) 20 7134 2468; US Toll Free: + 1 (866) 834-4666;
emea_lm@jpmorgan.com).

The New Notes 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,
directl...

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.