July 25, 2019 - 1:43 PM EDT
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Constellation Oil Services Holding S.A. Announces Extension of its Rights Offering for Eligible Holders of its 9.000% Cash / 0.500% PIK Senior Secured Notes due 2024 to Purchase up to U.S.$27.0 million of 10.00% PIK / Cash Senior Secured First Lien Tranche due 2024

LUXEMBOURG, July 25, 2019 /PRNewswire/ -- Constellation Oil Services Holding S.A. (the "Company") announced today that it is extending the expiration date of its previously announced rights offering (the "Rights Offering") for Eligible Holders (as defined below) of its 9.000% Cash / 0.500% PIK Senior Secured Notes due 2024 (the "Existing 2024 Notes") to purchase their pro rata share of up to U.S.$27,000,000 in aggregate principal amount (the "Maximum Principal Amount") of the Company's 10.00% PIK / Cash Senior Secured First Lien Tranche due 2024 (the "First Lien Tranche"), together with the right to receive the corresponding principal amount of the Second Lien Tranche and the Third Lien Tranche (each as defined below). The Rights Offering is being made solely in accordance with the rights offering memorandum, dated July 17, 2019 (as amended or supplemented from time to time, the "Offering Memorandum").

As extended, the expiration date for Eligible Holders to elect to participate in the Rights Offering will be 5:00 p.m., New York City time, on July 26, 2019, unless further extended by the Company (the "Expiration Date"). The Subscription Date (as defined below) is not being extended at this time. With respect to Eligible Holders that have previously elected to participate, such election will remain made and no other action with respect to such Eligible Holders is required other than delivering the required subscription forms and funding the purchase of such subscribed for First Lien Tranche in accordance with the Offering Memorandum by 5:00 p.m., New York City time, on July 26, 2019 (such time and date, unless extended by the Company, the "Subscription Date"). 

As of the prior expiration date of 5:00 p.m., New York City time, on July 24, 2019, subject to confirmation of delivery of the required subscription forms and funding, holders of approximately 90% of the aggregate principal amount of Existing 2024 Notes elected to participate in the Rights Offering. The Company is extending the expiration date of the Rights Offering to provide holders with additional time to elect to participate through DTC's ATOP system.

The terms and conditions of the Rights Offering are described in the Offering Memorandum.  Except as described herein, the terms and conditions of the Rights Offering remain unchanged as a result of the extension described herein. Capitalized terms not defined herein have their meaning set out in the Rights Offering.

This press release is neither an offer to sell nor the solicitation of an offer to buy any security. The Rights Offering is being made solely pursuant to the Offering Memorandum. No recommendation is made as to whether Eligible Holders should elect to participate in the Rights Offering. The Company's obligation to consummate the Rights Offering and issue Participating Notes is conditioned upon the satisfaction or waiver of certain conditions, as described in the Offering Memorandum.

D.F. King & Co., Inc. has been appointed as the information agent for the Rights Offering. Holders of Existing 2024 Notes may contact the information agent to request the eligibility letter in order to become an Eligible Holder at (212) 269-5550 or toll free at (800) 859-8511, or via email at [email protected].  Wilmington Trust, National Association, has been appointed as the subscription agent for the Rights Offering (the "Subscription Agent"). To the extent you have any questions regarding the subscription, please contact Wilmington Trust National Association, as Subscription Agent, at [email protected]. Suite 2 R, 166 Mercer Street, New York, NY 10012 or contact the Subscription Agent at (212) 941-4439.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the "forward-looking statements." The Company undertakes no obligation to release publicly revisions to any "forward-looking statement," including, without limitation, outlook, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement. Continued reliance on "forward-looking statements" is at investors' own risk.

 

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SOURCE Constellation Oil Services Holding S.A.


Source: PR Newswire (July 25, 2019 - 1:43 PM EDT)

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