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Paratus Energy Services Ltd Commences Consent Solicitation in connection with proposed partial refinancing of the Senior Secured Notes due 2026
HAMILTON, Bermuda, May 23, 2024 /PRNewswire/ — Paratus Energy Services Ltd. (“Paratus” or the “Company“) today announced that it has commenced a solicitation of consents (the “Consent Solicitation“) from the holders of its Senior Secured Notes due 2026 (CUSIPs 81173J AC3, G8000A AH6 and 81173J AD1; ISINs US81173JAC36, USG8000AAH61 and US81173JAD19) (the “Notes“) pursuant to that certain Amended and Restated Indenture, dated as of January 20, 2022 (as subsequently amended and supplemented, the “Indenture“), governing the Notes.
In particular, the Company is (i) seeking consent in relation to certain matters related to the Company’s potential partial refinancing, redemption and discharge of Indebtedness under the Notes (the “Partial Refinancing“), proposed to be effected by the Company through the incurrence of additional Indebtedness (“Additional Indebtedness“) in the form of the issue of senior secured bonds due approximately 2029 (the “New Bonds“); and (ii) waivers in respect of (a) non-compliance and any Default or Event of Default that has arisen prior to or on the date of the Effective Time (as defined below), or which may arise at any time during the period of 30 days from and after the date of the Effective Date, in each case in connection with any failure by the Company to comply in full with the provisions of Section 4.04 and Section 7.05 of the Indenture; and (b) any future obligation on the Company pursuant to Section 4.04(a) of the Indenture to deliver an Officer’s Certificate with respect to the fiscal year ending December 31, 2023 (together, the “Proposed Waiver“).
The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement, dated May 23, 2024 (the “Consent Solicitation Statement“).
The Consent Solicitation will expire at 5:00 p.m., New York City time, on May 30, 2024, unless extended or earlier terminated (such time on such date, as the same may be extended or earlier terminated, the “Expiration Time“). The Consent Solicitation is subject to certain conditions, including, among others, the receipt at or prior to the Expiration Time of consents to those certain transactions relating to the Partial Refinancing and the Proposed Waiver from holders representing at least a majority in aggregate principal amount of the Notes outstanding (including, without limitation, PIK, if any) as of the record date for the Consent Solicitation of 5:00 p.m., New York City time, on May 22, 2024 (the “record date“) considered together as a single class (the “Requisite Consents“). As of the record date, there was approximately $715,479,495 aggregate principal amount of the Notes outstanding (including, without limitation, PIK Notes).
The purpose of the Consent Solicitation is to obtain approval and acknowledgment of certain matters more fully outlined in the Consent Solicitation Statement, including but not limited to the following:
- consent to the Company issuing the New Bonds and granting Liens (the “New Bond Security“) as security for the Additional Indebtedness, over certain of the same property and assets as the existing Note Liens;
- consent and authorization for the Collateral Agent to agree the final form of an intercreditor agreement which shall regulate the ranking and priority of the New Bond Security and the existing Note Liens;
- consent to the partial redemption, repurchase or discharge of the Notes through one or more prescribed methods; and
- consent to the Proposed Waiver.
The Proposed Waiver and all other approvals and acknowledgements sought through the Consent Solicitation will become effective and operative upon an announcement by the Company that the Requisite Consents have been obtained. The date and time at which such announcement is made is the “Effective Time“, which may occur prior to the Expiration Time if the Requisite Consents are received, and such announcement is made, before that time. No consents may be revoked after the Effective Time. Upon the Proposed Waiver and all other approvals and acknowledgments sought through the Consent Solicitation becoming effective and operative, all holders of the Notes will be bound by the Proposed Waiver and such approvals and acknowledgments, even if they did not deliver consents pursuant to the Consent Solicitation.
Consents may be revoked at any time prior to the earlier to occur of the Effective Time and the Expiration Time, but not thereafter, by following the procedures set forth in the Consent Solicitation Statement.
The Company expressly reserves the right, in its sole discretion, subject to applicable law, to (i) extend, abandon, terminate or amend the Consent Solicitation at any time, (ii) waive any conditions to the Consent Solicitation, and (iii) not extend the Expiration Time, whether or not the Requisite Consents have been obtained by such date. No consent fee or payment will be made in connection with the Consent Solicitation.
The full terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement, which affected and interested parties should read and consider in full. Copies of the Consent Solicitation Statement may be obtained from Global Bondholder Services Corporation, the Information and Tabulation Agent for the Consent Solicitation, at 855-654-2014 (toll free) or 212-430-3774 (banks and brokers) or by email at [email protected].
Holders are advised to check with any bank, securities broker or other intermediary through which they hold the Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or revoke their instruction to participate in, the Consent Solicitation, before the deadline specified herein and in the Consent Solicitation Statement.
None of the Company, its board of directors, its officers, the Information and Tabulation Agent, or the trustee (in any of its capacities) for the Notes makes any recommendation as to whether holders should deliver their consents pursuant to the Consent Solicitation, and no one has been authorized by any of them to make such recommendation. Holders must make their own decisions as to whether to participate in the Consent Solicitation.
This press release is for informational purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this press release or otherwise. The Consent Solicitation is being made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this press release is qualified by reference to the Consent Solicitation Statement. The Consent Solicitation is not being made in any jurisdiction in which the making thereof would not be in compliance with the applicable laws of such jurisdiction.
Defined terms used in this announcement which are not otherwise herein defined have the meaning set out in the Indenture.
About Paratus
Paratus Energy Services Ltd. is an investment holding company of a group of leading energy services companies. The Paratus Group is primarily comprised of its ownership of SeaMex and a 50/50 JV interest in Seabras Sapura. SeaMex is an offshore drilling company with a fleet of five high-specification jack-up rigs working under contracts in Mexico. Seabras Sapura is a leading subsea services company, with a fleet of six pipe-laying supply vessels under contracts in Brazil. In addition, Paratus is the largest shareholder in Archer Ltd, a global oil services company, listed on the Oslo Stock Exchange. For further information visit www.paratus-energy.com
For further information, please contact:
Hawthorn Advisors
[email protected]
+44 (0)20 3745 4960
Forward-Looking Statements
This release includes forward-looking statements. Such statements are generally not historical in nature, and specifically include statements about the Company’s expectations regarding the adoption and effectiveness of the consents and the Proposed Waiver being sought and the conduct of the Consent Solicitation and the Company’s and / or the Paratus Group’s (including any member of the Paratus Group) plans, strategies, business prospects, changes and trends in its business and the markets in which it operates. These statements are based on management’s current plans, expectations, assumptions and beliefs concerning future events impacting the Company and / or the Paratus Group and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, which speak only as of the date of this news release. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Company’s ability (or inability) to obtain the Requisite Consents, management’s reliance on third party professional advisors and operational partners and providers, the Company’s ability (or inability) to control the operations and governance of certain joint ventures and investment vehicles, oil and energy services and solutions market conditions, subsea services market conditions, and offshore drilling market conditions, the cost and timing of capital projects, the performance of operating assets, delay in payment or disputes with customers, the ability to successfully employ operating assets, procure or have access to financing, ability to comply with loan covenants, liquidity and adequacy of cash flow from operations of its subsidiaries and investments, fluctuations in the international price of oil or alternative energy sources, international financial, commodity or currency market conditions, including, in each case, the impact of pandemics and related economic conditions, changes in governmental regulations, including in connection with pandemics, that affect the Paratus Group, increased competition in any of the industries in which the Paratus Group operates, the impact of global economic conditions and global health threats, including in connection with pandemics, our ability to maintain relationships with suppliers, customers, joint venture partners, professional advisors, operational partners and providers, employees and other third parties and our ability to maintain adequate financing to support our business plans, factors related to the offshore drilling, subsea services, and oil and energy services and solutions markets, the impact of global economic conditions, our liquidity and the adequacy of cash flows for our obligations, including the ability of the Company’s subsidiaries and investment vehicles to pay dividends, political and other uncertainties, the concentration of our revenues in certain geographical jurisdictions, limitations on insurance coverage, our ability to attract and retain skilled personnel on commercially reasonable terms, the level of expected capital expenditures, our expected financing of such capital expenditures, and the timing and cost of completion of capital projects, fluctuations in interest rates or exchange rates and currency devaluations relating to foreign or U.S. monetary policy, tax matters, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, legal and regulatory matters, customs and environmental matters, the potential impacts on our business resulting from climate-change or greenhouse gas legislation or regulations, the impact on our business from climate-change related physical changes or changes in weather patterns, and the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems, including our rig operating systems. Consequently, no forward-looking statement can be guaranteed.
Neither the Company nor any member of the Paratus Group undertakes any obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.
CONTACT:
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Regulators have issued a joint warning highlighting the risks associated with partnerships between banks and fintech companies. This warning underscores the need for careful management of these relationships to ensure regulatory compliance and mitigate potential risks.
Overview of the Joint Warning
The joint warning, issued by a coalition of financial regulators, emphasizes the importance of robust risk management practices when banks partner with fintech companies. These partnerships, while beneficial in driving innovation and enhancing customer services, also introduce new risks that must be addressed.
Key Points of the Warning:
- Regulatory Compliance: Banks must ensure that fintech partners comply with all relevant regulations and standards.
- Risk Management: Robust risk management frameworks must be in place to identify, assess, and mitigate risks associated with fintech partnerships.
- Data Security: Ensuring the security and privacy of customer data is paramount, particularly given the increasing prevalence of cyber threats.
- Operational Resilience: Banks must ensure that fintech partnerships do not compromise their operational resilience and ability to deliver critical services.
Benefits of Bank-Fintech Partnerships
Despite the risks, partnerships between banks and fintech companies offer significant benefits, driving innovation and enhancing the customer experience.
Key Benefits:
- Innovation: Fintech companies bring innovative technologies and solutions that can enhance banking services and products.
- Customer Experience: Partnerships with fintechs can improve the customer experience by offering faster, more efficient, and personalized services.
- Cost Efficiency: Fintech solutions can help banks reduce costs and improve operational efficiency through automation and digitalization.
Risks Associated with Bank-Fintech Partnerships
The joint warning highlights several risks associated with bank-fintech partnerships that must be carefully managed.
Key Risks:
- Regulatory Risk: Ensuring compliance with complex and evolving regulatory requirements is a significant challenge.
- Cybersecurity Risk: Fintech partnerships can introduce cybersecurity vulnerabilities, making it essential to implement robust security measures.
- Operational Risk: The integration of fintech solutions into banking operations can pose operational risks, particularly if not managed effectively.
- Reputational Risk: Any issues or failures in fintech partnerships can damage the bank’s reputation and customer trust.
Strategies for Managing Risks
To mitigate the risks associated with fintech partnerships, banks must adopt comprehensive risk management strategies and ensure rigorous oversight.
Key Strategies:
- Due Diligence: Conducting thorough due diligence on fintech partners to assess their regulatory compliance, security practices, and financial stability.
- Contractual Safeguards: Including robust contractual safeguards in partnership agreements to outline responsibilities, expectations, and compliance requirements.
- Continuous Monitoring: Implementing continuous monitoring and assessment of fintech partnerships to identify and address emerging risks.
- Collaboration with Regulators:: Engaging with regulators to ensure that partnerships comply with regulatory requirements and to stay informed of any changes in the regulatory landscape.
The Role of Technology
Technology plays a crucial role in managing the risks associated with bank-fintech partnerships, offering tools and solutions that enhance oversight and compliance.
Key Technologies:
- RegTech Solutions: Regulatory technology (RegTech) solutions can automate compliance processes, ensuring that fintech partnerships adhere to regulatory requirements.
- Cybersecurity Tools: Advanced cybersecurity tools and solutions can enhance the security of fintech partnerships, protecting against cyber threats.
- Risk Management Platforms: Integrated risk management platforms can provide real-time visibility into partnership risks and support proactive risk mitigation.
Conclusion
The joint warning issued by regulators highlights the need for careful management of bank-fintech partnerships to ensure regulatory compliance and mitigate potential risks. While these partnerships offer significant benefits, including innovation and enhanced customer experience, they also introduce new risks that must be addressed through robust risk management strategies. By leveraging technology and engaging with regulators, banks can effectively manage these risks and capitalize on the opportunities presented by fintech partnerships.
Source of the news: American Banker
The post Regulators Issue Joint Warning on Bank-Fintech Risks appeared first on HIPTHER Alerts.
Nasdaq Inc. has reported earnings that exceeded analysts’ expectations, driven by a surge in fintech sales. This strong performance underscores the growing importance of fintech solutions in driving financial market innovation and growth.
Overview of Nasdaq’s Financial Performance
Nasdaq’s latest earnings report reveals impressive financial performance, with profits surpassing estimates due to robust growth in its fintech segment.
Key Financial Highlights:
- Revenue Growth: Nasdaq reported a significant increase in revenue, primarily driven by its fintech sales.
- Earnings Beat: The company’s earnings per share (EPS) exceeded analysts’ expectations, highlighting its strong financial performance.
- Fintech Segment: The fintech segment emerged as a key growth driver, contributing significantly to the overall revenue increase.
The Role of Fintech in Nasdaq’s Growth
Nasdaq’s fintech solutions have played a pivotal role in its recent financial success, offering innovative technologies that enhance market operations and customer services.
Key Fintech Solutions:
- Market Technology: Nasdaq’s market technology solutions provide advanced trading, clearing, and market surveillance capabilities to financial institutions and exchanges.
- Data and Analytics: The company’s data and analytics solutions offer valuable insights and support informed decision-making for market participants.
- Corporate Solutions: Nasdaq’s corporate solutions include governance, risk management, and compliance tools that help companies navigate complex regulatory environments.
Factors Driving Fintech Sales Growth
Several factors have contributed to the surge in Nasdaq’s fintech sales, reflecting broader trends in the financial technology sector.
Key Drivers:
- Digital Transformation: The ongoing digital transformation in the financial industry has increased demand for advanced fintech solutions.
- Regulatory Compliance: Growing regulatory requirements have driven demand for compliance and risk management solutions.
- Market Volatility: Increased market volatility has highlighted the need for robust trading and market surveillance technologies.
Strategic Initiatives
Nasdaq has undertaken several strategic initiatives to capitalize on the growing demand for fintech solutions and drive long-term growth.
Strategic Focus Areas:
- Innovation: Continuously investing in innovation to develop cutting-edge fintech solutions that address the evolving needs of the financial industry.
- Partnerships: Forming strategic partnerships with other technology providers and financial institutions to enhance its product offerings and expand market reach.
- Global Expansion: Expanding its presence in key markets around the world to capture new growth opportunities and serve a broader client base.
Future Prospects
Nasdaq’s strong financial performance and strategic initiatives position the company for continued growth in the fintech sector. The company plans to leverage its technological capabilities and market expertise to drive further innovation and expand its fintech offerings.
Growth Opportunities:
- Product Development: Developing new fintech products and features to meet emerging market needs and regulatory requirements.
- Mergers and Acquisitions: Exploring potential mergers and acquisitions to enhance its technology portfolio and market position.
- Customer Engagement: Enhancing customer engagement through personalized solutions and services that address specific client needs.
Conclusion
Nasdaq’s impressive financial performance, driven by a surge in fintech sales, underscores the growing importance of fintech solutions in the financial market. The company’s strategic focus on innovation, partnerships, and global expansion positions it for continued growth and success. As Nasdaq continues to leverage its fintech capabilities, it is well-positioned to drive financial market innovation and deliver value to its clients and shareholders.
Source of the news: Reuters
The post Nasdaq Profit Beats Estimates as Fintech Sales Soar appeared first on HIPTHER Alerts.
MANHATTAN BEACH, Calif., July 26, 2024 /PRNewswire/ — Meridian BidCo LLC (“Bidco“), an affiliate of K1 Investment Management, LLC (“K1“), announced earlier this week that its tender offer to acquire the entire issued and to be issued share capital of MariaDB plc (“MariaDB“) for $0.55 per share (the “Offer“) had expired. The Offer was settled in accordance with its terms on July 25, 2024. Bidco now owns 61,263,283 MariaDB ordinary shares, representing 88.70% of the issued share capital of MariaDB as of July 22, 2024.
As previously announced, Bidco now intends to apply the provisions of Sections 456 to 460 of the Companies Act of 2014 of Ireland to acquire compulsorily, on the same terms as the Offer, any outstanding ordinary shares of MariaDB not acquired or agreed to be acquired pursuant to the Offer.
On July 26, 2024, Bidco sent compulsory acquisition notices (the “Notices“) to those MariaDB shareholders who did not accept the Offer (the “Non-Assenting Shareholders“). Following the expiration of 30 calendar days from the date of the Notices, which is expected to be August 25, 2024 (the “Expiration Time“), unless a Non-Assenting Shareholder has applied to the Irish High Court and the Irish High Court orders otherwise, the shares of MariaDB held by Non-Assenting Shareholders will be acquired compulsorily by Bidco (without any action on the part of such shareholders) on the same terms as the Offer, on or about August 26, 2024. The cash consideration payable will be settled no later than three business days after the Expiration Time. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
Following the compulsory acquisition process, Bidco intends to cause the ordinary shares of MariaDB to be delisted from the New York Stock Exchange and terminate the registration of the MariaDB ordinary shares under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“), and suspend MariaDB’s reporting obligations under the Exchange Act as promptly as possible.
Enquiries
|
Lazard (Financial Advisor to K1 and Bidco) |
Tel: +44 20 7187 2000 |
|
Haven Tower Group (Public Relations Advisor to K1) Donald Cutler, Brandon Blackwell |
Tel: +1 424 317 4850 |
Important Notices
The K1 Responsible Persons (being the investment committee of K1), the Bidco officers and the Meridian TopCo LLC Officers accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the K1 Responsible Persons, the Bidco Officers, the Topco Officers, (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they have accepted responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Lazard Frères & Co. LLC, together with its affiliate Lazard & Co., Limited (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) (“Lazard“), is acting exclusively as financial adviser to K1 and Bidco and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than K1 and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters referred to in this announcement or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.
Forward Looking Statements
This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by MariaDB, Bidco, K1 or any member of the K1 Group (as defined below) contain statements which are, or may be deemed to be, “forward looking statements.” Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which any member of the K1 Group (including, after closing of the Offer, any of MariaDB and its subsidiaries and subsidiary undertakings (the “MariaDB Group“)) shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this announcement relate to K1, any member of the K1 Group’s (including any member of the MariaDB Group) future prospects, developments and business strategies, the progress of the compulsory acquisition process, the outcome of legal proceedings that may be instituted against the K1 Group and/or others relating to the Offer, potential adverse reactions or changes to business relationships resulting from the completion of the Offer, significant or unexpected costs, charges or expenses resulting from the Offer, negative effects of this announcement or the consummation of the Offer on the market price of MariaDB’s Shares, and potential failure to realize the expected benefits of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes,” “estimates,” “will look to,” “would look to,” “plans,” “prepares,” “anticipates,” “expects,” “is expected to,” “is subject to,” “intends,” “may,” “will,” “shall” or “should” or their negatives or other variations or comparable terminology. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in global, political, economic, business, competitive, and market conditions and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materializes or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither K1, Bidco nor any member of the K1 Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement shall actually occur. The forward looking statements speak only as of the date of this announcement. All subsequent oral or written forward looking statements attributable to any of K1 and all of its affiliates, including K5 Private Investors, L.P. (the “K1 Group“), or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. K1 and the K1 Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Further Information
This announcement is for information purposes only and is not intended to, and does not, constitute an offer to sell or invitation to purchase any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this announcement is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
View original content:https://www.prnewswire.co.uk/news-releases/k1-issues-mariadb-compulsory-acquisition-notices-302207896.html
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