Luxembourg, May 01, 2026 (GLOBE NEWSWIRE) -- OCEANICA LUX, a private limited liability company (société à responsabilité limitée) incorporated under the laws of Grand Duchy of Luxembourg, with its registered office 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 early tender results in connection with its previously announced offer to purchase for cash of 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").
Because the aggregate principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offer exceeds the Maximum Tender Amount, validly tendered Notes may be subject to proration ("Proration"), as more fully described in "The Tender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 Company reserves the right, in its sole discretion, to accept for purchase all Notes in excess of the Maximum Tender Amount or to increase the Maximum Tender Amount to accept additional notes tendered on or before the Early Tender Date. The Company expects to make a determination on whether to exercise this right on or about the pricing date of the Proposed New Notes Offering (as defined below) and in any event, no later than the Early Settlement Date. 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").
The Early Tender Date for the Tender Offer and the Consent Solicitation was 5:00 p.m., New York City time, May 1, 2026 (the "Early Tender Date"). According to information received from D.F King & Co., Inc, the tender and information agent for the Tender Offer (the "Tender and Information Agent"), as of 5:00 p.m., New York City time, on May 1, 2026, US$478,752,000 in aggregate principal amount of the Notes, or approximately 91.19% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer.
Our obligation to purchase Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement under "The Tender Offer and Consent Solicitation—Conditions to the Tender Offer and the Consent Solicitation," which include the successful consummation of an offering (the "Proposed New Notes Offering") of U.S. dollar-denominated debt securities (the "New Notes" and the "Financing Condition").
Simultaneously with the Tender Offer, we have conducted a solicitation of consents (the "Consent Solicitation") from Holders of the Notes to effect certain Proposed Amendments (as defined in the Offer to Purchase) to the Indenture and related security documents as described in the Offer to Purchase.
Pursuant to the terms of the Offer to Purchase, considering that the aggregate principal amount of Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Tender Date exceeded U.S.$400,000,000, the Tender Offer will be subject to Proration unless we exercise our right in our sole discretion, to accept for purchase Notes in excess of the Maximum Tender Amount or to increase the Maximum Tender Amount, as follows:
(i)
Proration scenario: In the event the Tender Offer is subject to Proration, the Proposed Amendments to the Indenture and related security documents will be effected to (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, 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.
(ii)
Non-Proration scenario: In the event the Tender Offer is not subject to Proration (i.e. if we exercise our right in our sole discretion, to accept for purchase Notes in excess of the Maximum Tender Amount or to increase the Maximum Tender Amount), the Proposed Amendments to the Indenture and related security documents will be effected to (A) eliminate the collateral package under the Indenture, as described in the Offer to Purchase, 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.
Pursuant to the Consent Solicitation, we have received at least the Requisite Consents (as defined in the Offer to Purchase) for all the Proposed Amendments described in the Offer to Purchase.
Consequently, as previously announced, Oceanica expects to execute a supplemental indenture (the "Supplemental Indenture") effecting the Proposed Amendments with ...
