AI assistant
Paratus Energy Services Ltd. — Proxy Solicitation & Information Statement 2026
Mar 26, 2026
6589_rns_2026-03-26_27456c59-ca56-47af-83c4-f394c04f86eb.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
Denne meldingen til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee AS.
To the Bondholders in:
ISIN: NO0013256099 – Paratus Energy Services Ltd. 9.50% USD 500,000,000 senior secured bonds 2024/2029
Oslo, 26 March 2026
SUMMONS FOR A WRITTEN RESOLUTION
Nordic Trustee AS (the "Bond Trustee") acts as bond trustee for the bondholders (the "Bondholders") in the above-mentioned bond issue (the "Bonds" or the "Bond Issue") issued by Paratus Energy Services Ltd. (the "Issuer" or the "Company") pursuant to the bond terms dated 24 June 2024 (the "Bond Terms").
All capitalised terms used but not defined herein shall have the meaning assigned to them in the Bond Terms. References to Clauses and paragraphs are references to Clauses and paragraphs of the Bond Terms.
The information in this summons (the "Summons") regarding the Issuer, market conditions and the transactions described herein is provided by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever in relation to such information. Bondholders are encouraged to read this Summons in its entirety.
1. Background
1.1 Introduction
On 23 March 2026, the Issuer announced that it, together with its indirect subsidiary Fontis Finance Ltd. (the "Seller"), has entered into agreements with Borr Drilling Limited ("Borr") and Proyectos Globales de Energía y Servicios CME, S.A. de C.V. ("CME" and, together with Borr, the "Acquirers") for the acquisition of the Seller's drilling operations and jack-up fleet for a total consideration of USD 400,000,000 (the "Purchase Price") (the "Transaction"). The Transaction is structured through two inter-conditional transactions, whereby CME will acquire the Fontis Mexican operations for cash consideration, while CME and Borr, through a jointly owned acquisition vehicle, will acquire Fontis' Singaporean rig-owning entities for a combination of cash and seller's credit.
Closing is expected to occur in H2 2026, subject to customary closing conditions, including competition clearance in Mexico. The Transaction is subject to a long-stop date of six months from the date of signing, which is extendable by up to 60 days in increments of 30 days, subject to certain terms and conditions.
1.2 Transaction financing structure
The Acquirers will settle the Transaction with: (i) USD 148,000,000 at closing (the "Cash Consideration"); (ii) USD 15,000,000 in deferred cash consideration (which is expected to be paid at closing of the Transaction) (the "Deferred Consideration"); and (iii) USD 237,000,000 under a 2.5-year seller's credit agreement (the "Seller's Credit").
The principal terms of the Seller's Credit are the following:
- Senior secured over relevant assets of the borrower and the Singaporean target companies,
PO Box 1470 Vika, N-0116 Oslo, Kronprinsesse Mårthas Plass 1, Oslo, nordictrustee.com
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
including, amongst others, all rigs and future earnings arising after 2025 out of the operation or use of each rig accruing to the Singaporean target companies, bank accounts, receivables and shareholder loans;
- Guarantees from the Singaporean target companies;
- Tenor of 2.5 years;
- Cash interest of 10 per cent. for the first 12 months, thereafter 12 per cent. for months 13-18, and 14 per cent. for the final 12 months (structured with interest rate step-ups to encourage early repayment);
- Mandatory prepayment in the event of a sale of Rigs or total loss;
- Restrictive operational covenants;
- Non-recourse to the Acquirers; and
- Transferable by the Seller to others with borrower consent.
1.3 Use of proceeds and impact on the Bond Terms
The Transaction will upon closing constitute a Material Asset Sale under the Bond Terms. The Cash Consideration and the Deferred Consideration will constitute Net Disposal Proceeds and shall be applied in accordance with Clause 10.6 of the Bond Terms upon completion of the Transaction. The Issuer requests that any principal repayment received under the Seller's Credit shall be treated in the same manner, and deemed as Net Disposal Proceeds from a Material Asset Sale in accordance with Clause 10.6 of the Bond Terms.
1.4 Benefits to the Bondholders
In the Company's view, the Transaction would provide the following benefits to the Bondholders:
- Significant deleveraging from a Material Asset Sale: The Transaction is expected to be a materially credit-positive event. The Transaction is expected to reduce net debt from USD 581,000,000 at Q4 2025 to USD 226,000,000 pro forma for the Transaction (net of the Seller's Credit), representing a reduction in the leverage ratio from 2.2x to 1.4x;
- Enhanced security package: As the Seller's Credit will be assigned for security to the Bonds, the assets of the Fontis group, including the Rigs, which are currently not included in the security package securing the Bonds, will indirectly secure the Bonds (up to the amount of the Seller's Credit); and
- Operational de-risking: Significantly improved risk profile by reduced exposure to payment irregularities, potential contract suspensions and re-contracting uncertainty in Mexico.
2. Proposal
2.1 General
In consideration of, and subject to acceptance of, the matters described in Section 1 (Background) above, and in accordance with the terms and conditions set out below, it is proposed that the Bondholders adopt a resolution whereby the proposal set out below (the "Proposal") is approved pursuant to a Written Resolution.
2 (10)
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
2.2 Proposal – Amendment to the Bond Terms
Subject to the conditions set out in Clause 17 (Amendments and waivers), it is proposed that the Bondholders resolve the following amendments (the "Amendments") to the Bond Terms, which will become effective on the Effective Date (as defined in Section 2.5 (Conditions precedent)) (on the further terms and conditions set out in Appendix 3):
- The Seller's Credit shall be approved as a Permitted Loan under the Bond Terms;
- The definition of Issuer NIBD shall be amended so that the outstanding principal amount of the Seller's Credit is deducted from Issuer NIBD;
- Any repayment of principal under the Seller's Credit, at such time as it is repaid, shall be treated as Net Disposal Proceeds from a Material Asset Sale in accordance with Clause 10.6 of the Bond Terms; and
- The Seller's Credit shall be included as Transaction Security under the Bonds and the Intercreditor Agreement, by assigning the Seller's Credit for security to the Security Agent.
2.3 Continuing obligations
All other rights and obligations under the Bond Terms shall continue in full force and effect.
3. Evaluation of the Proposal
The Proposal is put forward to the Bondholders without further evaluation or recommendation from the Bond Trustee. Nothing herein shall constitute a recommendation to the Bondholders from the Bond Trustee. Each Bondholder should independently evaluate the Proposal and vote accordingly.
4. Amendment fee
As compensation, the Issuer offers to pay the Bondholders a one-time amendment fee of 50 basis points (0.50 per cent.) of the Nominal Amount of Outstanding Bonds, payable pro rata to the Bondholders 10 Business Days after the Proposed Resolution has been approved with the required majority pursuant to paragraph (g) of Clause 15.5 (Written Resolutions) of the Bond Terms and with record date at the end-of-business 2 Business Days before such payment.
5. Further information
The Issuer has retained Arctic Securities AS as its financial advisor (the "Advisor"). Bondholders may contact the Advisor for further information:
- Andreas Bivstedt Huse, Investment Banking ([email protected])
- Joakim Noraas, Head of DCM Norway ([email protected])
The Advisor acts solely for the Issuer and no one else in connection with the Proposal. No due diligence investigations have been carried out by the Advisor with respect to the Issuer, and the Advisor expressly disclaims any and all liability whatsoever in connection with the Proposal (including, but not limited to, liability in respect of the information contained herein).
For further enquiries regarding the Issuer, please contact:
- Robert Jensen, CEO and Director of the Board ([email protected])
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
- Baton Haxhimehmedi, CFO ([email protected])
For further enquiries regarding the Bond Trustee, please contact Vivian Trøsch, Director, Corporate Bond & Loan Transactions ([email protected]).
6. Written Resolution
Bondholders are hereby provided with a voting request for a Bondholders' Resolution pursuant to Clause 15.5 (Written Resolutions) of the Bond Terms. For the avoidance of doubt, no Bondholders' Meeting will be held.
It is proposed that the Bondholders resolve as follows (the "Proposed Resolution"):
"The Bondholders approve the Proposal as described in Section 2 (Proposal) of this Summons.
The Bond Trustee is hereby authorised to implement the Proposal and to carry out all other work necessary to implement the Proposal, including to prepare, negotiate, finalise and enter into all necessary agreements in connection with documenting the decisions made by way of this Written Resolution, as well as to carry out any necessary completion work, including agreeing any necessary amendments to the Bond Terms and other Finance Documents."
Voting Period: The Voting Period shall expire 10 Business Days from the date of this Summons, ending on 15 April 2026 at 13:00 Oslo time. The Bond Trustee must have received all votes necessary for the Written Resolution to be passed with the requisite majority under the Bond Terms prior to the expiry of the Voting Period.
How to vote: A duly completed and signed Voting Form (attached hereto as Appendix 1), together with proof of ownership or holdings, must be received by the Bond Trustee no later than the end of the Voting Period and must be submitted by scanned e-mail to [email protected].
A Proposed Resolution will be passed if either: (a) Bondholders representing at least a 2/3 majority of the total number of Voting Bonds vote in favour of the relevant Proposed Resolution prior to the expiry of the Voting Period; or (b) (i) a quorum representing at least 50 per cent. of the total number of Voting Bonds submits a timely response to the Summons, and (ii) the votes cast in favour of the relevant Proposed Resolution represent at least a 2/3 majority of the Voting Bonds that timely responded to the Summons.
If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the expiry of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in Clause 15.1 (Authority of the Bondholders' Meetings).
The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being achieved.
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
If the above resolution is not adopted as proposed herein, the Bond Terms and other Finance Documents will remain unchanged.
Yours sincerely,
Nordic Trustee AS
Signed by:

Vivian Trøsch
Enclosures:
- Appendix 1: Voting Form
- Appendix 2: Investor Presentation
- Appendix 3: Amendments to the Bond Terms
- Appendix 4: Conditions Precedent
5 (10)
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
Appendix 1: Voting Form
ISIN: NO0013256099
Paratus Energy Services Ltd. 9.50% USD 500,000,000 senior secured bonds 2024/2029
The undersigned holder or authorised person or entity votes in the following manner on the Proposed Resolution as defined in the Summons for a Written Resolution dated 26 March 2026:
☐ In favour of the Proposed Resolution
☐ Against the Proposed Resolution
| ISIN: NO0013256099 | Amount of bonds owned |
|---|---|
| Custodian Name | Account number at Custodian |
| Company | Day time telephone number |
Enclosed to this form is the complete printout from our custodian/VPS¹, verifying our bondholding in the bond issue as of _____.
We acknowledge that Nordic Trustee AS in relation to the Written Resolution for verification purpose may obtain information regarding our holding of Bonds on the above stated account in the securities register VPS.
We consent to the following information being shared with the issuer's advisor (the Advisor):
☐ Our identity and amounts of Bonds owned
☐ Our vote
Place, date
Authorised signature
Return by mail:
Nordic Trustee AS
PO Box 1470 Vika
N-0116 Oslo
Norway
Telephone: +47 22 87 94 00
E-mail: [email protected]
¹ If the Bonds are held in custody other than in the VPS, evidence must be provided from the custodian confirming that: (i) you are the owner of the Bonds; (ii) the account number in which the Bonds are held; and (iii) the amount of Bonds owned.
6 (10)
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
Appendix 2: Investor Presentation
7 (10)

Paratus Energy
Bondholder presentation
March 2026
Paratus Energy
Disclaimer and important information (1/2)
THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN OR SOUTH AFRICA OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS DOCUMENT IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES.
This document and any information provided in this presentation (the "Presentation") has been prepared by Paratus Energy Services Ltd (the "Company") solely for the purpose of providing existing investors and other stakeholders with an update about certain limited aspects of the Company. This Presentation is strictly confidential and may not be reproduced or redistributed in whole or in part to any person.
Nothing in this Presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The Presentation does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any debt or equity securities of the Company or any of its subsidiaries whether now or in the future, nor should it or any part of it form the basis of, or be relied on in connection with, any present or future contract to purchase or subscribe for any such securities of the Company or any of its subsidiaries, nor shall it or any part of it form the basis of or be relied on in connection with any other contract or commitment whatsoever.
Any current or future decision to purchase or subscribe for any securities of the Company now or in the future should be made solely on the basis of information contained in offering materials, if any, that may be published by the Company in connection with such offering or sale in the future and not this Presentation. No reliance may be or should be placed by any person for any purposes whatsoever on the information contained in this Presentation or any other material discussed at the Presentation, or on its completeness, accuracy or fairness. No party has made any kind of independent verification of any of the information provided in this Presentation, including any statements with respect to projections or prospects of the Company or its business or the assumptions on which such statements are based, and no party undertakes any obligation to do so. The contents of this Presentation are not to be construed as legal, business, investment or tax advice and each recipient should consult with its own professional advisors for any such matter or advice.
The Company takes no responsibility for any reproduction or redistribution of this Presentation, in whole or in part, to any other person. This Presentation contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation. The Company has prepared this Presentation based on information available to it, including in some cases information derived from public sources that have not been independently verified. Accordingly, no representation, warranty, or undertaking, express or implied, is made by the Company, its affiliates or representatives as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither the Company nor any of its affiliates or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise), to the extent permitted by law, for any loss whatsoever and howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with this Presentation. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. In giving this Presentation, none of the Company, its affiliates or representatives undertake any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of the Presentation. As such, this Presentation speaks only as of the date thereof.
Matters discussed in this document and any materials distributed in connection with this Presentation may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions, including assumptions opinions and views of the company and its subsidiaries or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. Forward-looking statements may specifically include statements about the Company's and its subsidiaries (together, the "Paratus Group") (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 Presentation. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, 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, changes in governmental regulations, legal and regulatory matters, increased competition in any of the industries in which the Paratus Group operates, the impact of global economic conditions and global health threats, customs and environmental matters. Consequently, no forward-looking statement can be guaranteed and no representation is made that any of these forward-looking statements will come to pass or will be achieved and you are cautioned not to place any undue reliance on any forward-looking statement.
Paratus Energy
Disclaimer and important information (2/2)
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 the Company or the Paratus Group to predict all of these factors. Further, the Company or the Paratus Group cannot assess the impact of each such factors on its 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.
THIS PRESENTATION HAS NOT BEEN REVIEWED BY OR REGISTERED WITH ANY PUBLIC AUTHORITY, STOCK EXCHANGE OR REGULATED MARKET, IS NOT A KEY INFORMATION DOCUMENT ("KID") UNDER THE REGULATION (EU) 1286/2014 (THE "PRIIPS REGULATION") AND DOES NOT CONSTITUTE A PROSPECTUS OR OTHER REGULATORY APPROVED DOCUMENT AND HAS NOT BEEN PREPARED TO COMPLY WITH RELEVANT EU OR OTHER PROSPECTUS RULES OR REGULATORY REQUIREMENTS. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION. THE ISSUER HAS NOT UNDERTAKEN OR PLANS TO UNDERTAKE, ANY ACTION TO MAKE AN OFFER OF SECURITIES TO THE PUBLIC REQUIRING THE PUBLICATION OF AN OFFERING PROSPECTUS, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE EU PROSPECTUS REGULATION. NO OFFER OF ANY SECURITIES IS DIRECTED TO PERSONS IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE IN VIOLATION OF APPLICABLE LAWS OR WHOSE ACCEPTANCE OF SUCH AN OFFER WOULD REQUIRE THAT (I) FURTHER DOCUMENTS ARE ISSUED IN ORDER FOR THE OFFER TO COMPLY WITH LOCAL LAW OR (II) REGISTRATION OR OTHER MEASURES ARE TAKEN PURSUANT TO LOCAL LAW.
This Presentation and the information contained herein are not and is not intended to be an offer of securities for sale in the United States and is not published for the purposes of publication or distribution to persons in the United States (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). Any securities referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. Neither this document nor any copy of it is intended to be nor may be taken or transmitted into the United States, Australia, Canada or Japan or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction or misuse of his Presentation may constitute a violation of United States, Canadian, Australian or Japanese Securities laws. This document nor extracts from it is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe any such relevant laws. No money, securities or other consideration is being solicited, and, if sent in response to this Presentation or the information contained herein, will not be accepted.
By viewing this Presentation, the recipient accepts and acknowledges and agrees to be bound by the foregoing limitations. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court (Nw: Oslo tingrett) as exclusive venue.
Paratus Group includes Fontis Energy ("Fontis") and 50% of Seagems ("Seagems JV")
Paratus Energy
Background and introduction
Selling Fontis, weighting the company 100% to Seagems
- Paratus Energy Services Ltd. ("Paratus" or the "Company") announced on 23 March 2026 it has sold its operations and jack-up fleet to Borr Drilling and CME (together, the "Acquirer") for a total consideration of USD 400 million (the "M&A Transaction")
- The total consideration consists of USD 148 million received at closing, USD 15 million deferred cash consideration payable upon collection of USD 60 million client receivables expected around closing, and USD 237 million as 2.5-year seller credit from the Acquirer (the "Seller's Credit")
- The M&A Transaction is considered a materially positive event for the creditors
- Reduction in net debt from USD 581 million as of Q4 2025 to USD 226 million¹ pro forma for the transaction (leverage ratio reduced from 2.2x to 1.4x). The Company expects materially lower leverage going forward vs. historical levels
- Significantly improved risk profile by reduced exposure to payment irregularities, potential contract suspensions and re-contracting uncertainty in Mexico
- Creating the world's only pure play PLSV company of scale, with all six vessels on multi-year contracts in a highly resilient, infrastructure-linked market segment
- The M&A Transaction is expected to close during H2 2026, dependent on timing of competition authority approval. The Acquirer will bear any risk on the competition authority approval
PLSV01 amendment summary
- Paratus is contacting the bondholders to seek support for amendment of the terms and conditions under the outstanding 2029 Notes ("PLSV01")
- Under the PLSV01 bond terms:
- A sale of assets qualifies as a material asset sale under the bond indenture
- The Company will require consent to enter into a seller's credit
- To enable the M&A Transaction, Paratus intends to ask its bondholders in PLSV01 to:
- Approve the Seller's Credit as a Permitted Loan under the bond terms
- The Seller's Credit to be netted from the Issuer NIBD
- Beyond the credit positive aspects of the M&A Transaction, the bondholders will, in return for the amendment, receive:
- 1st lien security over the Seller's Credit, significantly improving the security package of the bonds
- An amendment fee of 0.5% of the principal amount of PLSV01 outstanding
Note(s): 1) Netting seller's credit from Issuer NIBD. Accounting for all consideration in the transaction, please see page 6 for full details
Paratus Energy
Summary of the M&A Transaction
Summary
- The M&A Transaction is structured as a sale of the rigs to a JV between Borr Drilling/CME and sale of the Mexico operating entities to CME
- The transaction value is USD 400 million
- Sale of the rigs: USD 50 million at closing and USD 237 million Seller's Credit
- Sale of the Mexican operating entities: USD 98 million at closing and USD 15 million deferred cash (linked to collection of receivables, expected around closing)
- Closing expected during H2 2026
- The Seller's Credit has the following key characteristics:
- 1st lien over all rigs and share pledge over rig-owning SPVs
- Tenor of 2.5 years
- Cash interest of 10% the first 12 months, 12% for months 13-18 and 14% interest for the final 12 months (Seller's credit structured with interest rate step-up to encourage early repayment)
- Mandatory redemption upon asset sales
- Restrictive operational covenants
- Non-recourse to the acquirers
- Transferable by the Seller to others with borrower consent
Transaction overview

Paratus Energy
Transaction credit impact for PLSV01 bondholders
Key transaction improvements
Significant deleveraging
- Significant net debt reduction from USD 581 million at Q4 2025 to USD 226 million pro-forma for the transaction¹
- Leverage ratio at Q4 2025 reduced from 2.2x to 1.4x (Seller's Credit netted from Issuer NIBD)
Enhanced security package
- Rigs are currently not part of security package of PLSV01, but Seller's Credit will be secured in favour of the bondholders, which again has 1st lien security over the rigs in a ring-fence structure
De-risking the Company
- Rig sale materially improves the risk profile
- 2026 notes currently expected to be addressed prior to transaction closing
Triggering material asset sale clause
- Proceeds from the Fontis sale will qualify as a material asset sale, whereby the company will either need to repay the bonds at the prevalent call price or re-invest within a 12-month period

Contemplated capitalization post M&A Transaction

Net Leverage ratio (LTM)

Maturity profile post M&A Transaction

Revenue backlog coverage
Note(s): 1) Assumes Seller's Credit netted from Issuer NIBD. Accounting for all consideration in the transaction 2) USD 15m received in dividends from Fontis post Q4'25
Paratus Energy
Summary of Amendment proposal
- The Company is proposing the following amendments to the bond agreement:
- Approve the Seller's Credit as a Permitted Loan under the bond terms
- The Seller's Credit to be netted from the Issuer NIBD
- Any repayment of principal amount under the Seller's Credit, at such time it is repaid, shall be treated as Net Disposal Proceeds from a Material Asset Sale
-
The Seller's Credit shall be included as Transaction Security under the Bonds
-
Key impact for bondholders
- The transaction is expected to be a materially positive event for creditors, driven by deleveraging and operational de-risking
- Transaction qualifies as a material asset sale
-
Improved security package with indirect 1st lien security over Fontis
-
The bondholders are offered an amendment fee
-
50 basis points (0.50 per cent) of the principal amount outstanding
-
The amendment fee is paid regardless of outcome of the M&A Transaction
Indicative timeline
| 23. March | Transaction announcement |
|---|---|
| 26. March | Dispatch of written resolution |
| 14. April | 10 business day voting period |
| 15. April (e) | Implementation of proposal |
| H2 2026 | Expected transaction close |


Paratus Energy
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
Appendix 3: Amendments to the Bond Terms
1) A new definition of "Seller's Credit" shall be added to the Bond Terms as follows:
"Seller's Credit" means the USD 237,000,000 seller's credit facility agreement entered into in connection with the Transaction, as amended, restated or supplemented from time to time;
2) The definition of "Permitted Loan" in Clause 1.1 of the Bond Terms shall be amended by adding a new paragraph (f) as follows:
"(f) any amounts outstanding under the Seller's Credit granted by a member of the Group in connection with a Material Asset Sale, provided that: (i) such Seller's Credit is secured over the assets acquired; (ii) any principal repayments under such Seller's Credit are treated as Net Disposal Proceeds; and (iii) such Seller's Credit is assigned for security in favour of the Security Agent for the benefit of the Secured Parties.";
3) The definition of "Issuer NIBD" in Clause 1.1 of the Bond Terms shall be amended as follows:
"'Issuer NIBD" means, as of any applicable date, the consolidated interest-bearing indebtedness of the Issuer and its Subsidiaries, determined in accordance with the Accounting Standard and based on the relevant person's most recently available quarterly financial results, consistently applied, and calculated as Total Interest-Bearing Debt of the Issuer and consolidated Subsidiaries LESS (i) Cash and Cash Equivalents of the Issuer and its consolidated Subsidiaries and (ii) the principal amount outstanding from time to time under any Seller's Credit, to the extent such Seller's Credit has been assigned for security in favour of the Security Agent for the benefit of the Secured Parties.";
4) The definition of "Net Disposal Proceeds" in Clause 1.1 of the Bond Terms shall be amended by adding the following sentence at the end thereof:
"For the avoidance of doubt, any principal repayment received by any member of the Group under a Seller's Credit granted in connection with a Material Asset Sale related to the Transaction shall, upon receipt of such repayment, constitute Net Disposal Proceeds from such Material Asset Sale.";
5) Clause 2.5 (Transaction Security) of the Bond Terms shall be amended by adding a new paragraph (g) as follows:
"(g) The Issuer shall procure that all rights, title and interest in and to any Seller's Credit shall be assigned by way of security to the Security Agent for the benefit of the Secured Parties, on terms satisfactory to the Bond Trustee (taking into account the terms of the Seller's Credit), and such assignment shall constitute Transaction Security for the purposes of these Bond Terms.";
6) Clause 10.6 (Mandatory early redemption due to Event of Loss or Material Asset Sale) of the Bond Terms shall be amended by adding a new paragraph (c) as follows:
"(c) Notwithstanding paragraph (a) above, any principal repayment received by any member of the Group under a Seller's Credit granted in connection with a Material Asset Sale shall, upon receipt, constitute Net Disposal Proceeds and be applied, at the discretion of the Issuer, as contemplated in paragraph (a) or (b) above and where, for paragraph (a) above, the applicable Call Price shall be determined by the time of the Bondholders' receipt of such proceeds. For the avoidance of doubt, any interest payments received under a Seller's Credit shall not constitute Net Disposal Proceeds or Excess Proceeds.";
7) A new reporting undertaking shall be added to Clause 12 (Information Undertakings) of the Bond Terms as follows:
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
"Seller's Credit Reporting. The Issuer shall: (i) include in each Compliance Certificate a statement of the principal amount outstanding under any Seller's Credit and any principal amounts received during the relevant period; and (ii) promptly notify the Bond Trustee of any actual default under any Seller's Credit.";
8) A new undertaking shall be added to Clause 13 (General and Financial Undertakings) of the Bond Terms as follows:
"Seller's Credit Maintenance. The Issuer shall, and shall procure that each relevant Group Company shall: (i) take all actions necessary to preserve, protect and enforce its rights under any Seller's Credit; and (ii) not transfer, assign or dispose of any rights under any Seller's Credit except on an arm's length basis."
9 (10)
Docusign Envelope ID: 63F8E9D6-7736-4F44-B96B-1A78DC3518C2
Appendix 4: Conditions Precedent
The Amendments shall become effective on the date (the "Effective Date") when all of the following conditions precedent have been satisfied (or waived by the Bond Trustee in its sole discretion):
1) The Bondholders have approved the Proposal by way of this Written Resolution in accordance with the requisite majority set out in the Bond Terms;
2) The Issuer has entered into, and delivered to the Bond Trustee, an amendment agreement in respect of the Bond Terms in form and substance satisfactory to the Bond Trustee, duly executed by the Issuer and the Bond Trustee;
3) The Issuer has delivered to the Bond Trustee copies of all necessary corporate resolutions and authorisations required to execute the amendment agreement referred to in paragraph 2) above and any other documentation in connection with the Proposal, including a power of attorney to relevant individuals (if applicable);
4) The Transaction has been completed in accordance with its terms;
5) The Issuer has delivered to the Bond Trustee satisfactory evidence that the Seller's Credit has been granted and is in full force and effect;
6) The Issuer has procured that the Seller's Credit has been assigned by way of security to the Security Agent for the benefit of the Secured Parties in accordance with paragraph (g) of Clause 2.5 (Transaction Security) (as amended pursuant to the Amendments), and the Bond Trustee has received evidence satisfactory to it that such security assignment has been duly executed and perfected in accordance with applicable law; and
7) The Bond Trustee has received legal opinions or other confirmations (in form and substance satisfactory to the Bond Trustee) in relation to the matters set out in paragraphs 4), 5) and 6) above, as the Bond Trustee may reasonably require.
10 (10)