Luxembourg, April 20, 2026 (GLOBE NEWSWIRE) -- OCEANICA LUX, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg , with its registered office located at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B288140, ("Oceanica" or the "Company"), announced today the commencement of an offer to purchase for cash up to U.S.$400,000,000 (the "Maximum Tender Amount") of its outstanding 13.000% Senior Secured Notes due 2029 (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 20, 2026 (the "Offer to Purchase") for the consideration described below (the "Tender Offer"). Validly tendered Notes may be subject to proration ("Proration") if the aggregate principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offer exceeds the Maximum Tender Amount, as more fully described in "The Tender Offer and Consent Solicitation—Maximum Tender Amount and Proration" of the Offer to Purchase. Notwithstanding the foregoing, the Issuer reserves the right, in its sole discretion, to accept for purchase Notes in excess of the Maximum Tender Amount. All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Offer to Purchase.

The Notes subject to the Tender Offer were issued under the indenture dated as of October 2, 2024 (as amended and supplemented from time to time, the "Indenture"), by and among the Company, the guarantors party thereto (the "Guarantors"), UMB Bank N.A., as trustee, paying agent, registrar and transfer agent (the "Trustee") and TMF Group New York, LLC, as collateral agent (the "Collateral Agent").

Simultaneously with the Tender Offer, we are conducting a solicitation of consents (the "Consent Solicitation") from Holders of the Notes to effect certain proposed amendments to the Indenture and related security documents to:

(i) 

Non-Proration scenario: if the Tender Offer is not subject to Proration because the aggregate principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Tender Date: (1) is less than U.S.$400,000,000, (A) amend the collateral package, including to release the debt service reserve account and provide that we may incur pari passu liens on the other collateral currently securing the Notes to secure the New Notes (as defined below) (the "Proposed Amendments to Share Collateral"), and (B) eliminate substantially all of the restrictive covenants, certain events of default and related provisions contained in the Indenture, as described in the Offer to Purchase (the "Proposed Amendments to Eliminate Covenants"), or (2) is greater than U.S.$400,000,000 but we exercise our right to accept for purchase Notes in excess of the Maximum Tender Amount or we increase the Maximum Tender Amount, (A) eliminate the collateral package under the Indenture, as described in the Offer to Purchase (the "Proposed Amendments to Eliminate Collateral" and together with the Proposed Amendments to Share Collateral the "Proposed Amendments to Collateral") and (B) effect the Proposed Amendments to Eliminate Covenants; or

 

 

(ii) 

Proration scenario: if the Tender Offer is subject to Proration at the Early Tender Date, (A) effect the Proposed Amendments to Share Collateral, and (B) amend the restrictive covenants, certain events of default and related provisions contained in the Indenture, to conform such provisions with the expected terms of the New Notes and amend the restrictive covenants to expressly permit the issuance of the New Notes, as described in the Offer to Purchase (the "Proposed Amendments to Conform Covenants" and together with the Proposed Amendments to Eliminate Covenants, the "Proposed Amendments to Covenants", which together with the Proposed Amendments to Collateral, are hereinafter referred to as the "Proposed Amendments").

 

 

Pursuant to the terms of the Indenture, in order for the Proposed Amendments to be adopted, consents for the Proposed Amendments to Covenants must be received in respect of at least a majority of the aggregate outstanding principal amount of the Notes (the "Majority Consent") and consents for the Proposed Amendments to Collateral must be received in respect of at least 66% of the aggregate outstanding principal amount of the Notes (the "66% Consent") (each of the 66% Consent and the Majority Consent, together the "Requisite Consents").

Holders that validly tender their Notes pursuant to the Tender Offer and in accordance with the procedures described in the Offer to Purchase will be deemed to have delivered their consent to the Proposed Amendments pursuant to the Consent Solicitation. Holders may not deliver consents to the Proposed Amendments without tendering the related Notes. If a Holder tenders Notes in the Tender Offer, such Holder will be deemed to deliver its consent, with respect to the principal amount of such tendered Notes, to the Proposed Amendments.

The following table summarizes certain payment terms of the Tender Offer and Consent Solicitation:

Title of Security

ISIN/CUSIP Numbers

Principal Outstanding Amount

Tender Offer Consideration (1)

Early Tender Payment (1)(2)

Total Consideration(1)(3)