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SUMMARY OF TERMS OF 7.50% SENIOR SECURED NOTES DUE 2030
This document summarizes some material terms of the indenture governing the Senior Secured Notes (as defined below) (the “Indenture”). Because this document is a summary, it does not describe every aspect of the Indenture and the Notes, and it is subject to and qualified in its entirety by reference to all the provisions of the Indenture, including the definition of various terms used in the Indenture and the Notes. Capitalized terms used herein and not defined herein have the meanings assigned to such terms in the Indenture. In the event of any inconsistency between the terms of this summary and the terms of the Indenture, you should rely on the terms contained in the Indenture.
| Issuer: | Foresea Holding S.A. (former DrillCo Holding Lux S.A.), a Luxembourg public limited company (société anonyme) |
| Securities: | 7.50% Senior Secured Notes due 2030 (the “Notes”) |
| Amount: | US$300million |
| Issue Date: | June 7, 2023 |
| Interest: | 7.50% annual interest rate, paid quarterly in cash |
| Interest Payment Dates: | March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2023 |
| Tenor: | 7 years |
| Amortization: | No scheduled amortization payments; bullet payment at maturity |
| Ranking: | Senior Secured |
| Ratings: | Credit rating must be received from Moody’s and Standard & Poor’s within 30 days of the issuance of the Notes, or as soon as reasonably practicable to obtain such ratings |
| Offering Format: | Rule 144A/Regulation S |
| Guarantors: | The Notes are fully and unconditionally guaranteed on a senior secured basis by each of: AIAS Holding GmbH, ODN I GmbH, ODN Tay IV GmbH, Odebrecht Drilling Norbe Six GmbH, Odebrecht Drilling Norbe Eight GmbH, Odebrecht Drilling Norbe Nine GmbH, ODN Holding GmbH and ODN Tay IV Holding GmbH, each an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), Odebrecht Offshore Drilling Finance Limited, Odebrecht Drilling Norbe VIII/IX Limited and Ocyan Drilling Services Limited, each a Cayman Islands exempted company, Ocyan Drilling United Kingdom Limited, a United Kingdom private limited company, and Ocyan Drilling S.A., a Brazilian corporation (collectively, the “Guarantors”) |
| Collateral: | Secured by a first priority lien on substantially all of the material assets of the Issuer, Guarantors and certain other subsidiaries of the Issuer (collectively with the Guarantors, “Restricted Subsidiaries”) as set forth in the Indenture, including, for the avoidance of doubt, all drilling rigs (mortgages and/or deeds of covenant, as applicable), related charters and service contracts and equity interests (share pledges) of the Guarantors and the Operator (as defined below), subject to applicable law, the provisions of this term sheet and other customary exceptions to be agreed; provided, that there shall not be any controlled revenue and withdrawal structure required for the accounts of the Issuer and its Restricted Subsidiaries |
| Restricted Subsidiaries: | All Subsidiaries of the Issuer are Restricted Subsidiaries |
| Accounts Pledge: | The accounts of the Issuer and the Guarantors are pledged. There are however certain accounts, referred to as “excluded accounts”, that are not required to be pledged and these excluded accounts relate to accounts that are used for payroll, payroll taxes, employee wages, withholding taxes, and accounts used for cash collateral to secure LCs, and accounts payable, import taxes accounts and import credit accounts |
| Financial Covenants: | Consolidated Total Leverage Ratio: 3.5 to 1.0 (Consolidated Total Indebtedness to Consolidated EBITDA) Minimum Liquidity: USD 50 million, tested on a quarterly basis |
| Optional Redemption: | On or after the issue date, the Issuer may, at its option, redeem the Notes, in whole or in part, from time to time, at following prices set forth below (expressed as a percentage of the principal amount). Year Percentage – 2023 @ 107.50% – 2024 @ 107.50% – 2025 @ 103.75% – 2026 @ 101.875% – 2027 and thereafter @ 100.000% plus accrued and unpaid interest and additional amounts, if any, on the Notes to (but excluding) the redemption date (subject to the right of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). |
| Offer to Repurchase upon Change of Control: | In the event of a Change of Control (as defined below) that results in a credit ratings downgrade by either Moody’s or S&P, the Issuer shall make an offer to purchase all, but not less than all, of the Notes at a purchase price equal to 101% of the outstanding principal amount of the Notes to be purchased, plus accrued and unpaid interest and additional amounts, if any, to (but excluding) the applicable purchase date. Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, assignment, transfer, conveyance or other disposition (other than by way of amalgamation, merger or consolidation and other than operating leases arising as a result of a drilling contract or internal charter entered into in the ordinary course of business), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and the Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Securities Exchange Act of 1934); (2) the Issuer is liquidated or dissolved, or a plan relating to the liquidation or dissolution of the Issuer is adopted; or (3) the consummation of any transaction or any series of transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any person becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of the Issuer, measured by voting power rather than number of shares. |
| Trustee, Registrar, Transfer Agent and Paying Agent: | The Bank of New York Mellon |
| Collateral Agent: | TMF Group New York, LLC |
| Clearing: | The Depository Trust Company |
| Listing: | To be listed on an international securities exchange within 6 months of the issue date |
| Certain Covenants: | Incurrence of Indebtedness and Permitted Liens; Permitted Liens; Restricted Payments; Dispositions; Sale-Leaseback Transactions; Merger and Other customary covenants for similarly-situated issuers as set forth in the Indenture. |
| Events of Default: | Customary events of default. |
| Intercreditor Agreements: | Lien priority, relative rights and other creditors’ rights issues shall be governed by one or more intercreditor agreements attached to the Indenture, which contain customary provisions from U.S.-style intercreditor agreements, including, without limitation, the priority of liens, a prohibition on contesting liens, enforcement rights, approval for the use of cash collateral or of financing in the event of an insolvency, adequate protections and credit bidding. |
| Governing Law: | State of New York |
| General: | This term sheet is intended to document the principal commercial terms and conditions of the Notes and is not intended to reflect an exhaustive list of the terms and conditions of the Notes. The Indenture provides for additional terms and conditions, including with respect to events of default, covenants and exceptions thereon, that are customary for issuance of senior secured notes by similarly-situated issuers. |
| Copy of Indenture: |
Upon written request, the Issuer can provide any Holder with a copy of the Indenture. Requests may be made to: |