REG - Offshore Drilling - 7th SUPPLEMENTAL INDENTURE

Deutsche Bank AGAnnouncement

08/07/2020 16:35

RNS Number : 4416S
  
Offshore Drilling Holding S.A.
  
08 July 2020
  
 

DATED: July 8, 2020
 
NOTICE
 
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
 
 
Offshore Drilling Holding S.A.
 (the "Company")
 
8.375% Senior Secured Notes due 2022 (Rule 144A ISIN: US676246AA90; Regulation S ISINs: USL71626AA05 and USL71626AA05) (the "Notes")
 
Reference is made to the indenture, dated as of September 20, 2013, by and among the Company, the Guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee (the "Trustee") and collateral agent (the "Noteholder Collateral Agent"), and Deutsche Bank Luxembourg S.A., as Irish listing agent (the "Original Indenture"), as supplemented by the first supplemental indenture (the "First Supplemental Indenture"), dated as of January 22, 2020, by and among the Company, the Guarantors party thereto, the Trustee and the Noteholder Collateral Agent, and as further amended and supplemented by the second supplemental indenture (the "Second Supplemental Indenture"), dated as of March 17, 2020, by and among the Company, the Guarantors party thereto, the Trustee and the Noteholder Collateral Agent, the third supplemental indenture (the "Third Supplemental Indenture"), dated as of April 28, 2020, by and among the Company, the Guarantors party thereto, the Trustee and the Noteholder Collateral Agent, the fourth supplemental indenture (the "Fourth Supplemental Indenture"), dated as of May 5, 2020, by and among the Company, the Guarantors party thereto, the Trustee and the Noteholder Collateral Agent, the fifth supplemental indenture (the "Fifth Supplemental Indenture"), dated as of June 2, 2020, by and among the Company, the Guarantors party thereto, the Trustee and the Noteholder Collateral Agent and the sixth supplemental indenture, dated as of June 23, 2020, by and among the Company, the Guarantors party thereto, the Trustee and the Noteholder Collateral Agent (the "Sixth Supplemental Indenture", and the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the "Indenture").
The Company wishes to announce that, pursuant to a seventh supplemental indenture, dated as of July 7, 2020, among the Company, the Guarantors party thereto, the Trustee and Noteholder Collateral Agent (the "Seventh Supplemental Indenture"), the Company has, among other things, amended the Indenture as follows:
 
·    The Indenture requires the Company to establish an interest reserve account and to maintain cash and/or funds available under certain letters of credit in such account in an amount sufficient to provide for payment in full of interest and Additional Amounts (if any) for the next two succeeding interest payment dates on the Notes.
 
·    The Original Indenture, as amended and supplemented by the Sixth Supplemental Indenture, provided for an Event of Default if the Company failed to maintain the interest reserve fully funded and such failure continued for 256 consecutive days or more; provided that such period will be automatically extended by 35 days (the "extension period") so long as a majority of the Holders of the Notes does not notify the Trustee in writing prior to the beginning of the extension period that no such extension period should be provided; provided, further that a majority of the Holders of the Notes can deliver a written notice at any time after the commencement of the extension period causing the termination of the extension period. 
 
·    The Seventh Supplemental Indenture revised this Event of Default by lengthening the automatic extension period from 35 days to 56 days.   
 
·    Additionally, the Original Indenture, as amended and supplemented by the Sixth Supplemental Indenture, requires the Company to provide (i) an annual Compliance Certificate pursuant to Section 4.04 of the Indenture within 128 days after the end of each fiscal year and (ii) audited consolidated financial statements and any related audit letter pursuant to Section 4.17(a)(2) of the Indenture within 128 days after the end of each fiscal year. The Seventh Supplemental Indenture revised each of these covenants by extending the deadline to provide the annual Compliance Certificate and audited consolidated financial statements from 128 days to 149 days.    
 
The Seventh Supplemental Indenture became effective on July 7, 2020 (the "Effective Time") and the amendments contained therein also became operative at the Effective Time.   
 
The Seventh Supplemental Indenture was executed by the parties thereto after the Company received consents from the owners or beneficial owners of a majority of the aggregate principal amount of Notes currently outstanding.   
 
SCHEDULE 1: CONTACT DETAILS
Name:                          Claudia Cabrera Cortes
Telephone No:             +52 55 5262 8120
Email:                          ccabrera@offshoredrillingholding.com
 This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


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