LUXEMBOURG, Jan. 23, 2026/ PRNewswire/– Foresea Holding S.A. (the “ Business” or “ Foresea“) revealed today that it is getting (the “ Approval Solicitation“) permissions (the “ Authorizations“) from holders (the “ Holders“) of the Business’s exceptional 7.50% Senior Guaranteed Notes due 2030 (the “ Notes“) to effect a particular modification to the indenture governing the Notes (as changed from time to time, the “ Indenture“), as explained listed below, upon the terms and based on the conditions state in the Approval Solicitation Declaration, dated January 23, 2026 (as might be changed or supplemented from time to time, the “ Approval Solicitation Declaration“). The Approval Solicitation will end at 5:00 p.m. New York City City time, on January 30, 2026 (such time and date, as the very same might be extended from time to time, the “ Expiration Date“).
All capitalized terms utilized herein however not specified in this statement have the particular significances credited them in the Approval Solicitation Declaration.
Particular information concerning the Notes and the Approval Solicitation are stated in the table listed below.
|
Title of Security |
CUSIP and ISIN Number( s) |
Aggregate Approval Payment( 1 ) |
|
7.50% Senior Guaranteed Notes due 2030 |
CUSIP: 262051AA3/ L26915AA3 ISIN: US262051AA36/ USL26915AA33 |
U.S.$ 1,500,000 |
( 1) The Approval Payment (as specified listed below) is payable professional rata (rounded to the nearby U.S.$ 0.01, with half a cent rounded upwards) to Holders of Notes who have actually validly provided their Authorizations prior to the Expiration Date and not validly withdrawed prior to the Cancellation Due date, based on the terms state in the Approval Solicitation Declaration. No accumulated interest will be paid in connection with the Approval Solicitation. Holders who validly provide (and do not validly withdraw) their Authorizations on or prior to the Expiration Date will get the Approval Payment, based on the terms state in the Approval Solicitation Declaration.
The Business is getting Authorizations in order to change Area 4.07( b) of the Indenture to reset the basic basket for Restricted Payments to permit Restricted Payments after the date of the Supplemental Indenture in an aggregate quantity not to surpass U.S.$ 175,000,000 For the real text of the Proposed Change, see “The Proposed Change” in the Approval Solicitation Declaration. Other than for the Proposed Change, all of the existing regards to the Indenture will stay the same.
After the fulfillment or waiver of the Approval Conditions (as specified listed below) and based on the execution of the Supplemental Indenture, the Business will pay, or trigger to be paid, to DTC a money payment in the aggregate quantity stated in the table on the cover of the Approval Solicitation Declaration (the “ Approval Payment“). The Approval Payment will be made professional rata for the advantage of the Holders of Notes who validly provided and did not validly withdraw Grant the Proposed Change on or prior to the Expiration Date. The Business anticipates to pay, or trigger to be paid, the Approval Payment to DTC for the advantage of such Holders who validly provided and did not validly withdraw Grant such Proposed Change on or prior to the Expiration Date within 2 company days after the Expiration Date and upon the fulfillment or waiver of all Approval Conditions with regard to the Notes (such date, the “ Settlement Date“). Holders of the Notes for which no Approval is validly provided, or is validly withdrawed, will not be qualified to, and will not, get the Approval Payment, despite the fact that the Proposed Change, if authorized, will bind all Holders of Notes and their transferees upon the execution and efficiency of the Supplemental Indenture (as specified listed below) at the Approval Time (as specified listed below). See “The Approval Solicitation– Approval Payments” in the Approval Solicitation Declaration.
The Business’s commitment to pay (or trigger to be paid) the Approval Payment for legitimate and unrevoked Grant the Proposed Change for the Notes undergoes and conditioned upon: (i) the invoice of the Essential Consents (as specified listed below) on or prior to the Expiration Date, and (ii) the lack of any law or guideline, and the lack of any injunction or action or other case (pending or threatened), that (when it comes to any action or continuing if negatively figured out) would make illegal or void or tell or postpone the execution of the Proposed Change, the participating in of the Supplemental Indenture or the payment of the Approval Payment to the Holders of the Notes or that would question the legality or credibility thereof (jointly, the “ Approval Conditions“).
If the Holders of a minimum of a bulk of the aggregate exceptional principal quantity of the Notes validly provide and do not validly withdraw Grant the Proposed Change (the “ Essential Authorizations“) and based on the fulfillment or waiver of the other Approval Issues, the Business and, upon invoice of an Officers’ Certificate and a Viewpoint of Counsel, the Trustee and the Collateral Representative will perform an extra indenture to the Indenture in a type appropriate to the Trustee and the Collateral Representative effecting the Proposed Change (the “ Supplemental Indenture“). The time and date on which the Supplemental Indenture is performed is hereinafter described as the “ Approval Time” with regard to the Notes. Grant the Proposed Change might not be withdrawed at any time after the earlier of the Approval Time and 5:00 p.m., New York City City time, on January 30, 2026 (such time, as might be extended by the Business in its sole discretion, the “ Cancellation Due Date“), even if the Cancellation Due date is behind such Approval Time. Although the Supplemental Indenture and the associated Proposed Change will end up being reliable instantly upon execution at the Approval Time, such Proposed Change will not be personnel till the Approval Payment to DTC for the advantage of the Holders is paid on the Settlement Date. The Business anticipates to pay (or trigger to be paid) the Approval Payment to DTC for the advantage of the Holders on the Settlement Date. As Soon As the Supplemental Indenture works, any Authorizations provided with regard to the Notes might not be withdrawed, and all Holders, consisting of non-consenting Holders, and their particular transferees will be bound by the terms thereof. If the Approval Conditions are not pleased or waived with regard to the Notes or if the Supplemental Indenture is not performed for any factor, no Approval Payment with regard to the Notes will be paid to any Holder thereof.
The Notes for which an Approval has actually been provided through DTC’s Automated Tender Deal Program (“ ATOP“) as part of the Approval Solicitation prior to the Expiration Date will be obstructed in the pertinent account at the pertinent cleaning system throughout the duration starting at the time the DTC Individual digitally provides an Approval and ending on the earlier of (i) the Approval Time or the Expiration Date and (ii) the date on which the DTC Individual validly withdraws its Approval. The Notes will be uncloged as quickly as practicable in accordance with the above, however no behind 3 company days after either the Expiration Date or any subsequent extension of the Expiration Date. The stopping of the Notes in no occasion will surpass 45 calendar days from the date of the statement of the Approval Solicitation.
The Approval Solicitation is being made exclusively by the Approval Solicitation Declaration and on the terms and based on the conditions state in the Approval Solicitation Declaration. The Business might, in its sole discretion, end, extend or change the Approval Solicitation at any time as explained in the Approval Solicitation Declaration. In specific, based on appropriate law, the Business, in its sole discretion, might extend the Expiration Date with regard to the Notes without likewise extending the Cancellation Due date with regard to the Notes. This statement is for details functions just and is neither a deal to offer nor a solicitation of a deal to purchase any security and is not a solicitation of permissions with regard to the Proposed Change or any securities. The Approval Solicitation is not being made in any jurisdiction in which, or to or from anyone to or from whom, it is illegal to make such solicitation under appropriate state or foreign securities or blue sky laws.
Citigroup Global Markets Inc. is functioning as the Solicitation Representative for the Approval Solicitation. Morrow Sodali International LLC, trading as Sodali & & Co is functioning as the Details and Inventory Representative for the Approval Solicitation. Concerns or ask for support associated with the Approval Solicitation or for extra copies of the Approval Solicitation Declaration might be directed to the Citigroup Global Markets Inc. at 388 Greenwich Street, New York City, NY 10013 Attn: Liability Management Group Tel. (gather): +1 (212) 723-6106 Tel. (toll totally free): +1 ( 800) 558-3785, or to Sodali & & Co at 103 Wigmore Street W1U 1QS London Telephone: +44 20 4513 6933, at 333 Ludlow Street, South Tower, fifth Flooring Stamford, CT 06902 Telephone: +1 203 658 9457 or by e-mail at[email protected] The Approval Solicitation Declaration is readily available at: https://projects.sodali.com/foresea. Holders might likewise call their broker, dealership, industrial bank, trust business or other candidate for support worrying the Approval Solicitation. Holders are advised to evaluate the Approval Solicitation Declaration for the comprehensive regards to the Approval Solicitation and the treatments for granting the Proposed Change.
About Foresea
Foresea is a leading offshore drilling business, concentrated on providing smart drilling services in overseas drilling, with know-how and quality in chartering and running rigs for ultra-deep waters. Foresea runs a high spec rig fleet of 4 UDW drillships and one semisubmersible and supplies functional and management services to 3rd parties’ fleet.
With experience, innovation and a dedication to security and sustainability, Foresea is constantly innovating when chartering and running platforms and ships. Extra details is readily available on Foresea’s site, www.foresea.com.
Positive Declarations
Disclosures in this news release consist of positive declarations. All declarations, aside from declarations of historic realities, consisted of in this news release that deal with activities, occasions or advancements that management anticipates, thinks or expects will or might take place in the future are positive declarations. Without restricting the generality of the foregoing, positive declarations consisted of in this news release particularly consist of declarations concerning the consummation of the Approval Solicitation, consisting of the timing thereof, the Proposed Change and the execution of the Supplemental Indenture. These declarations are based upon particular presumptions made by the Business based upon its management’s experience and understanding of historic patterns, existing conditions, expected future advancements and other elements thought to be suitable. Such declarations go through a variety of presumptions, threats and unpredictabilities, a number of which are beyond the control of the Business, which might trigger real outcomes to vary materially from those indicated or revealed by the positive declarations. These consist of threats stated in the Approval Solicitation Declaration. Any positive declaration uses just since the date on which such declaration is made and the Business does not mean to remedy or upgrade any positive declaration, whether as an outcome of brand-new details, future occasions or otherwise, other than as needed by law.
Foresea Holding S.A.
Financier Relations:
[email protected]
SOURCE Foresea Holding S.A.