HAMILTON, BERMUDA (By Paratus, 15.Oct.2025, Words: 435) — Paratus Energy Services Ltd., in a deal related to its successful sale of shares in Archer Limited by Paratus JU Newco Bermuda Limited, a company wholly owned by Paratus, which raised gross proceeds of $49mn, commenced an offer to purchase for cash up to an aggregate principal amount of $17,607,991 or $17.6mn senior secured notes due 2026.
The notes (CUSIPs 81173J AC3, G8000A AH6 and 81173J AD1; ISINs US81173JAC36, USG8000AAH61 and US81173JAD19) are governed by a amended and restated indenture, dated as of 20 Jan. 2022 at the repurchase price of 103% of the principal amount of such notes, plus accrued and unpaid interest with respect to such notes to, but not including, the date of repurchase.
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The tender offer is being made upon the terms and subject to the conditions described in the offer to purchase, dated 15 Oct. 2025, which sets forth a detailed description of the tender offer. The offer to purchase constitutes the notice of commencement of the tender offer in respect of the Archer transaction as required pursuant to Section 4.10(e) and Section 4.10(i)(iii) of the Indenture.
The tender offer for the Notes will expire at 5pm, New York City time, on November 14, 2025, or any other date and time to which the company extends the tender offer, unless earlier terminated. Holders of notes must validly tender and not validly withdraw their notes prior to or at 5pm, New York City time, on the expiration date, and the holder’s Notes must be accepted for purchase, to be eligible to receive the tender offer consideration.
The company intends to fund the purchase of validly tendered and accepted notes with the net cash proceeds from the Archer transaction.
The tender offer will expire at 5pm on the expiration date. Payment for the notes that are validly tendered prior to or on the expiration date and that are accepted for purchase will, along with accrued interest, be made on a date promptly following the expiration date.
Tendered notes may be withdrawn prior to or at, but not after, 5pm, New York City time, on 3 Nov. 2025.
The tender offer is subject to the satisfaction or waiver of certain conditions which are specified in the Offer to Purchase. The tender offer is not conditioned on any minimum principal amount of notes being tendered.
The current principal amount of the notes is approximately $215.5mn. Following the successful repurchase of $17.6mn in principal amount of the notes pursuant to the tender offer, the remaining balance will be $197.9mn.
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