PGS ASA

Capital/Financing Update • Sep 25, 2020

PGS ASA: Agreement in Principle with Lenders on Main Terms

PGS ASA: Agreement in Principle with Lenders on Main Terms

September 25, 2020: Oslo, Norway, PGS ASA (the "Company" or "PGS") has reached

an important milestone in the previously reported discussions with its lenders.

The Company has come to an agreement in principle on main terms with the

negotiation teams of the finance parties under its ~$300 million export credit

facilities ("ECF"), and a majority of the lenders under its $350 million

revolving credit facility ("RCF") and ~$520 million term loan B facility

("TLB").

The agreement in principle remains subject to lenders' internal approvals and

agreement on final documentation.  Subject to the successful completion of these

processes in the next few weeks, it is anticipated that the Company will

initiate an amendment request to all TLB lenders not yet engaged in the

negotiations to approve and implement final agreements.  To date, the Company

has reached agreement in principle on main terms with; an Ad Hoc Group of TLB

lenders representing 62% of its ~$520 million TLB facility; lenders representing

81% of its $350 million RCF; and all of the ECF financing parties. The Board of

directors of PGS has approved the transaction conditional only upon the lenders'

internal approvals and agreement on final documentation.

The main terms agreed include:

* No debt maturities and no scheduled debt amortization until September 2022

which will be the new maturity of an amount of $135 million equivalent to

the RCF amount maturing today

* The $215 million RCF due 2023 will be combined on equivalent terms with the

TLB due 2024, with the combined TLB having a $200 million amortization in

September 2023 in lieu of the current 2023 RCF maturity

* An excess liquidity sweep that will apply for any liquidity reserve in

excess of $200 million at any quarter-end

* An amendment of the financial maintenance covenants, with the net leverage

ratio at 4.5x through 30 June 2021 and a gradual step down thereafter

* Customary fees to be paid partly in cash and partly in kind

* The issuance of a NOK 116.2M 3-year 5% unsecured convertible bond ("CB"")

which can be converted into new shares at NOK 3 per share up to a maximum of

38,720,699 shares (equalling 10% of the currently outstanding PGS shares).

Lenders under the RCF and TLB facilities will have a pro rata preferential

right to subscribe for the CB against conversion of a corresponding amount

of existing loans. To the extent the CB is not fully subscribed, a subset of

the lenders under the TLB will subscribe for the unallocated amount for

cash.  PGS will be able to require that bondholders convert the CB into

shares if the PGS share price exceeds NOK 6 during 30 consecutive trading

days

The majority of lenders under the $135 million tranche of the Company's RCF,

which is due later today, have agreed to the main terms.  As part of the

agreement with the majority of the lenders under the Company's RCF and TLB, the

Company will not repay any part of the $135 million due today. The non-payment

of principal of such facility today is an event of default under the RCF and

TLB.  A required majority of lenders under the RCF and TLB facilities have

entered into a forbearance agreement undertaking not to take any enforcement

action in connection with this on-going default.  The Company is in dialogue

with the ECF financing parties to obtain the same forbearance prior to any

cross-default arising under the ECF agreement.

The Company will continue working to achieve support from the required lenders

under the RCF and TLB. However, if such support is not ultimately achieved, the

Company has agreed with the supporting lenders under the RCF and TLB to seek

implementation by use of available alternative legal restructuring procedures.

The Company will continue to operate its business as usual by performing other

obligations, including payment of interest, as they fall due.

The Company will provide updates as further milestones are reached.

FOR DETAILS, CONTACT:

Bård Stenberg, VP IR & Corporate Communication

Mobile:  +47 99 24 52 35

***

PGS ASA and its subsidiaries ("PGS" or "the Company") is an integrated marine

geophysical company, providing advanced subsurface images, plus 2D and 3D data,

that energy companies use to find and produce oil and gas. PGS MultiClient data

library is among the largest in the seismic industry, with modern 3D coverage in

all significant offshore hydrocarbon provinces worldwide. The Company operates

on a worldwide basis with headquarters in Oslo, Norway and the PGS share is

listed on the Oslo stock exchange (OSE: PGS). For more information on PGS visit

www.pgs.com (http://www.pgs.com/).

***

The information included herein contains certain forward-looking statements that

address activities, events or developments that the Company expects, projects,

believes or anticipates will or may occur in the future. These statements are

based on various assumptions made by the Company, which are beyond its control

and are subject to certain additional risks and uncertainties. The Company is

subject to a large number of risk factors including but not limited to the

demand for seismic services, the demand for data from our multi-client data

library, the attractiveness of our technology, unpredictable changes in

governmental regulations affecting our markets and extreme weather conditions.

For a further description of other relevant risk factors we refer to our Annual

Report for 2019. As a result of these and other risk factors, actual events and

our actual results may differ materially from those indicated in or implied by

such forward-looking statements. The reservation is also made that inaccuracies

or mistakes may occur in the information given above about current status of the

Company or its business. Any reliance on the information above is at the risk of

the reader, and PGS disclaims any and all liability in this respect.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act.

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