LUXEMBOURG, Jan. 23, 2026 /PRNewswire/ — Foresea Holding S.A. (the “Company” or “Foresea“) announced today that it is soliciting (the “Consent Solicitation“) consents (the “Consents“) from holders (the “Holders“) of the Company’s outstanding 7.50% Senior Secured Notes due 2030 (the “Notes“) to effect a certain amendment to the indenture governing the Notes (as amended from time to time, the “Indenture“), as described below, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated January 23, 2026 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement“). The Consent Solicitation will expire at 5:00 p.m. New York City time, on January 30, 2026 (such time and date, as the same may be extended from time to time, the “Expiration Date“).
All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Consent Solicitation Statement.
Certain details regarding the Notes and the Consent Solicitation are set forth in the table below.
|
Title of Security |
CUSIP and ISIN Number(s) |
Aggregate Consent Payment(1) |
|
7.50% Senior Secured Notes due 2030 |
CUSIP: 262051AA3 / L26915AA3 ISIN: US262051AA36 / USL26915AA33 |
U.S.$1,500,000 |
(1) The Consent Payment (as defined below) is payable pro rata (rounded to the nearest U.S.$0.01, with half a cent rounded upwards)to Holders of Notes who have validly delivered their Consents prior to the Expiration Date and not validly revoked prior to the Revocation Deadline, subject to the terms and conditions set forth in the Consent Solicitation Statement. No accrued interest will be paid in connection with the Consent Solicitation. Holders who validly deliver (and do not validly revoke) their Consents on or prior to the Expiration Date will receive the Consent Payment, subject to the terms and conditions set forth in the Consent Solicitation Statement.
The Company is soliciting Consents in order to amend Section 4.07(b) of the Indenture to reset the general basket for Restricted Payments to allow for Restricted Payments after the date of the Supplemental Indenture in an aggregate amount not to exceed U.S.$175,000,000. For the actual text of the Proposed Amendment, see “The Proposed Amendment” in the Consent Solicitation Statement. Except for the Proposed Amendment, all of the existing terms of the Indenture will remain unchanged.
After the satisfaction or waiver of the Consent Conditions (as defined below) and subject to the execution of the Supplemental Indenture, the Company will pay, or cause to be paid, to DTC a cash payment in the aggregate amount set forth in the table on the cover of the Consent Solicitation Statement (the “Consent Payment“). The Consent Payment will be made pro rata for the benefit of the Holders of Notes who validly delivered and did not validly revoke Consents to the Proposed Amendment on or prior to the Expiration Date. The Company expects to pay, or cause to be paid, the Consent Payment to DTC for the benefit of such Holders who validly delivered and did not validly revoke Consents to such Proposed Amendment on or prior to the Expiration Date within two business days after the Expiration Date and upon the satisfaction or waiver of all Consent Conditions with respect to the Notes (such date, the “Settlement Date“). Holders of the Notes for which no Consent is validly delivered, or is validly revoked, will not be eligible to, and will not, receive the Consent Payment, even though the Proposed Amendment, if approved, will bind all Holders of Notes and their transferees upon the execution and effectiveness of the Supplemental Indenture (as defined below) at the Consent Time (as defined below). See “The Consent Solicitation—Consent Payments” in the Consent Solicitation Statement.
The Company’s obligation to pay (or cause to be paid) the Consent Payment for valid and unrevoked Consents to the Proposed Amendment for the Notes is subject to and conditioned upon: (i) the receipt of the Requisite Consents (as defined below) on or prior to the Expiration Date, and (ii) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened), that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin or delay the implementation of the Proposed Amendment, the entering into of the Supplemental Indenture or the payment of the Consent Payment to the Holders of the Notes or that would question the legality or validity thereof (collectively, the “Consent Conditions“).
If the Holders of at least a majority of the aggregate outstanding principal amount of the Notes validly deliver and do not validly revoke Consents to the Proposed Amendment (the “Requisite Consents“) and subject to the satisfaction or waiver of the other Consent Conditions, the Company and, upon receipt of an Officers’ Certificate and an Opinion of Counsel, the Trustee and the Collateral Agent will execute a supplemental indenture to the Indenture in a form acceptable to the Trustee and the Collateral Agent effecting the Proposed Amendment (the “Supplemental Indenture“). The time and date on which the Supplemental Indenture is executed is hereinafter referred to as the “Consent Time” with respect to the Notes. Consents to the Proposed Amendment may not be revoked at any time after the earlier of the Consent Time and 5:00 p.m., New York City time, on January 30, 2026 (such time, as may be extended by the Company in its sole discretion, the “Revocation Deadline“), even if the Revocation Deadline is later than such Consent Time. Although the Supplemental Indenture and the related Proposed Amendment will become effective immediately upon execution at the Consent Time, such Proposed Amendment will not be operative until the Consent Payment to DTC for the benefit of the Holders is paid on the Settlement Date. The Company expects to pay (or cause to be paid) the Consent Payment to DTC for the benefit of the Holders on the Settlement Date. Once the Supplemental Indenture is effective, any Consents given with respect to the Notes may not be revoked, and all Holders, including non-consenting Holders, and their respective transferees will be bound by the terms thereof. If the Consent Conditions are not satisfied or waived with respect to the Notes or if the Supplemental Indenture is not executed for any reason, no Consent Payment with respect to the Notes will be paid to any Holder thereof.
The Notes for which a Consent has been delivered through DTC’s Automated Tender Offer Program (“ATOP“) as part of the Consent Solicitation prior to the Expiration Date will be blocked in the relevant account at the relevant clearing system during the period beginning at the time the DTC Participant electronically delivers a Consent and ending on the earlier of (i) the Consent Time or the Expiration Date and (ii) the date on which the DTC Participant validly revokes its Consent. The Notes will be unblocked as soon as practicable in accordance with the above, but no later than three business days after either the Expiration Date or any subsequent extension of the Expiration Date. The blocking of the Notes in no event will exceed 45 calendar days from the date of the announcement of the Consent Solicitation.
The Consent Solicitation is being made solely by the Consent Solicitation Statement and on the terms and subject to the conditions set forth in the Consent Solicitation Statement. The Company may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement. In particular, subject to applicable law, the Company, in its sole discretion, may extend the Expiration Date with respect to the Notes without also extending the Revocation Deadline with respect to the Notes. This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security and is not a solicitation of consents with respect to the Proposed Amendment or any securities. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or blue sky laws.
Citigroup Global Markets Inc. is acting as the Solicitation Agent for the Consent Solicitation. Morrow Sodali International LLC, trading as Sodali & Co is acting as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation or for additional copies of the Consent Solicitation Statement may be directed to the Citigroup Global Markets Inc. at 388 Greenwich Street, New York, NY 10013 Attn: Liability Management Group Tel. (collect): +1 (212) 723-6106 Tel. (toll 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, 5th Floor Stamford, CT 06902 Telephone: +1 203 658 9457 or by email at foresea@investor.sodali.com. The Consent Solicitation Statement is available at: https://projects.sodali.com/foresea. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendment.
About Foresea
Foresea is a leading offshore drilling company, focused on offering intelligent drilling solutions in offshore drilling, with expertise and excellence in chartering and operating rigs for ultra-deep waters. Foresea operates a high specification rig fleet of four UDW drillships and one semisubmersible and provides operational and management services to third parties’ fleet.
With experience, technology and a commitment to safety and sustainability, Foresea is always innovating when chartering and operating platforms and ships. Additional information is available on Foresea’s website, www.foresea.com.
Forward-Looking Statements
Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Consent Solicitation, including the timing thereof, the Proposed Amendment and the execution of the Supplemental Indenture. These statements are based on certain assumptions made by the Company based on its management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in the Consent Solicitation Statement. Any forward-looking statement applies only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Foresea Holding S.A.
Investor Relations:
investor.relations@foresea.com
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SOURCE Foresea Holding S.A.
