Luxembourg, March 3rd, 2026 - Constellation Oil Services Holding S.A. (the
"Issuer", "we", "our" or "us"), a public limited liability company (société
anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having
its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg and
registered with the Luxembourg Trade and Companies' Register under number
B163424, announces the successful results of its previously announced
solicitation of consents (the "Consent Solicitation") with respect to its
outstanding 9.375% Senior Secured Notes due 2029 (the "Notes"), issued pursuant
to the indenture, dated as of November 7, 2024, as amended by a first
supplemental indenture, dated as of December 12, 2024 (collectively, the
"Indenture"), among the Issuer, the Subsidiary Guarantors named therein and GLAS
Trust Company LLC (the "Trustee"). The Issuer solicited consents to amend (the
"Proposed Amendment") the Indenture in order to anticipate the payment of
certain dividends. The Consent Solicitation was conducted subject to the terms
and conditions described in the Consent Solicitation Statement, dated as of
February 25, 2026 (the "Statement"). Terms used and not defined in this press
release have the meanings assigned in the Statement.
The Consent Solicitation expired at 5:00 p.m., New York City time, on March 3,
2026 (the "Expiration Date"). As of the Expiration Date, the Holders of a
majority in aggregate principal amount outstanding of the Notes (the "Required
Consents") had validly delivered Consents and not validly revoked such Consents
prior to the Revocation Deadline. The Revocation Deadline has passed and,
therefore, validly delivered Consents can no longer be revoked.
The Issuer will pay in cash, on the Settlement Date, US$5.00 per US$1,000
principal amount of Notes with respect to which Consents were validly delivered
at or prior to the Expiration Date (and not validly revoked prior to the
Revocation Deadline) (the "Consent Payment"). For the avoidance of doubt, the
Consent Payment will be rounded to the nearest cent, rounding up at US$0.005.
The Issuer, the Subsidiary Guarantors and the Trustee will execute a second
supplemental indenture to the Indenture (the "Second Supplemental Indenture")
effecting the Proposed Amendment. The Second Supplemental Indenture will be
effective immediately upon execution thereof as to all Holders, whether or not a
Holder delivered a Consent. However, the Second Supplemental Indenture will only
be operative following payment by the Issuer of the Consent Payment at the
Settlement Date.
Clarksons Securities AS acted as solicitation agent in the Consent Solicitation
and can be contacted at the following e-mail address:
Constellationconsent@clarksons.com with questions regarding the Consent
Solicitation.
Kroll acted as information agent and tabulation agent for the Consent
Solicitation and can be contacted at the following e-mail address:
Constellationconsent@is.kroll.com and telephone numbers: U.S./Canada: (888)
325-8676 / International: (646) 825-3821.
This press release is for informational purposes only and is neither an offer to
sell nor a solicitation of an offer to buy any security. The Consent
Solicitation was not made to, nor will the Issuer accept deliveries of Consents
from, holders in any jurisdiction in which the Consent Solicitation would not be
in compliance with the securities or blue sky laws of such jurisdiction.
Neither the Statement nor any documents related to the Consent Solicitation have
been filed with, and have not been approved or reviewed by, any federal or state
securities commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of the Statement or any documents related
to the Consent Solicitation, and it is unlawful and may be a criminal offense to
make any representation to the contrary.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Forward-looking
statements are information of a non-historical nature or that relate to future
events and are subject to risks and uncertainties. The Issuer does not undertake
any obligation to publicly update or revise any forward-looking statements,
whether as a result of new information or future events or for any other reason.