Millennium Offshore Services Superholdings, LLC Announces Final Results of Offer to Purchase and Consent Solicitation for any and all of its outstanding $225,000,000 9½% Senior Secured Notes due 2018

(144A - CUSIP 60040PAA8; ISIN US60040PAA84; Common Code 088923294; Regulation S - CUSIP Y53653AA2; ISIN USY53653AA28; Common Code 088923324)

Nov 17, 2015, 10:45 ET from Millennium Offshore Services Superholdings, LLC

AJMAN, United Arab Emirates, Nov. 17, 2015 /PRNewswire/ -- Millennium Offshore Services Superholdings, LLC (the "Company") announces today the final results of its previously announced (i) offer to purchase for cash (the "Tender Offer") any and all of its outstanding $225 million 9½% Senior Secured Notes due 2018 (the "Notes") and (ii) solicitation of consents ("Consents") from holders of the Notes (each, a "Holder" and collectively, the "Holders") to the Proposed Amendments to the indenture dated February 14, 2013, as supplemented on December 24, 2013 (the "Indenture"), under which the Notes were issued (the "Solicitation", and together with the Tender Offer, the "Offer"). The Offer was made subject to the terms and conditions set forth in the offer to purchase and consent solicitation statement dated September 28, 2015 (the "Statement"). The Offer expired at 9:00 a.m. New York City time, on November 17, 2015 (the "Expiration Date").

As of the Expiration Date, Holders of $220,600,000 in aggregate principal amount of the Notes, representing 98.04% of the aggregate principal amount of the outstanding Notes, had validly tendered and not validly withdrawn such Notes, and validly delivered and not validly revoked the related Consents in respect of such Notes. The Company has accepted or will accept all such Notes for purchase. Following completion of the Offer, $4,400,000 in aggregate principal amount of the Notes will remain outstanding.

Each Holder who validly tendered (and did not validly withdraw) its Notes at or prior to the Early Tender and Consent Deadline will receive for each US$1,000 principal amount of Notes tendered (and not validly withdrawn) by such Holder (i) an amount in cash equal to US$920 (the "Tender Consideration") and (ii) an amount in cash equal to US$30 (the "Early Tender and Consent Payment"). Holders who validly tendered (and did not validly withdraw) their Notes after the Early Tender and Consent Deadline but on or prior to the Expiration Date will only be entitled to receive the Tender Consideration. In addition to the Tender Consideration and, if applicable, the Early Tender and Consent Payment, Holders who validly tendered and did not validly withdraw their Notes in the Offer will receive accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the Settlement Date ("Accrued Interest").

As previously announced, the Higher Consent Threshold has been reached to approve the Proposed Amendments to the Indenture, including the Majority Proposed Amendments and the Super Majority Proposed Amendments.  As such, the Company executed a supplemental indenture (the "Supplemental Indenture") to give effect to the Proposed Amendments on November 17, 2015.

The Settlement Date is expected to be November 17, 2015. The Supplemental Indenture will become operative on the Settlement Date immediately prior to the time of the payment of the Early Tender and Consent Payment and Tender Consideration, as applicable, and Accrued Interest, to Holders whose tendered Notes have been accepted for purchase in the Offer. Following the Settlement Date, the Company intends to cancel the listing of the Notes on the Global Exchange Market of the Irish Stock Exchange.

Capitalized terms used but not otherwise defined in this announcement shall have their meanings given to them in the Statement.  

Goldman Sachs International acted as the "Dealer Manager and Solicitation Agent" for the Offer.  In connection with the Tender Offer and Solicitation, Global Bondholder Services Corporation acted as tender agent and as information agent (in such capacities, the "Information and Tender Agent").  Any questions regarding the terms of the Offer may be directed to the Dealer Manager and Solicitation Agent.  

THE COMPANY
Millennium Offshore Services Superholdings, LLC
Trust Company Complex,
Ajeltake Island, Ajeltake Road,
Majuro, Marshall Islands
MH96960

The Dealer Manager
and Solicitation Agent

Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
Attn:  Liability Management Group
UK Tel.: +44 (0) 207 774 9862
US Tel.: +1 (800) 828-3182 (Toll free)
US Tel.: +1 (212) 902-6941 (Collect)
Email: liabilitymanagement.eu@gs.com

THE INFORMATION
AND TENDER AGENT

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: (866) 470-3700
By facsimile:
(For Eligible Institutions only):
(212) 430-3775/3779

This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer was made solely by means of the Statement.

DISCLAIMER

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Offer and no decision should be made by any Holder on the basis of this announcement.  The complete terms and conditions of the Offer are described in the Statement. This announcement must be read in conjunction with the Statement.  The Statement contains important information which should be read carefully before any decision is made with respect to the Offer.  If any Holder is in any doubt as to the contents of this announcement, or the Statement, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes and deliver Consents pursuant to the Offer.

The Offer was not made to (nor will the tender of Notes for payment be accepted from or on behalf of) holders of Notes in any jurisdiction where the making or acceptance of the Tender Offer or Consent Solicitation would not comply with the laws of that jurisdiction. Neither this announcement nor the Statement constitutes a tender offer or a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer or solicitation under applicable securities or "blue sky" laws. 

NONE OF THE STATEMENT OR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY.  NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ATTACHED STATEMENT OR ANY RELATED DOCUMENTS, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The distribution of the Statement in certain jurisdictions may be restricted by law.  Persons into whose possession the Statement comes are required by the Company, the Dealer Manager and Solicitation Agent and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

United Kingdom

The communication of the Statement and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA").  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom save in circumstances in which section 21(1) of the FSMA does not apply.  The communication of the Statement as a financial promotion is being made to, and is directed only at:  (a) persons outside the United Kingdom; (b) those persons falling within the definition of investment professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or within Article 43(2) of the Order), or to other persons to whom it may lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA; or (c) any person to whom it may otherwise lawfully be made (such persons together being "Relevant Persons").  The Statement is only available to Relevant Persons and the transaction contemplated therein will be available only to, or engaged in only with, Relevant Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons.  In the case of investment professionals, the Statement is directed at persons having professional experience in investment matters and persons who do not have such experience in relation to investments should not rely on it.

Dubai International Financial Centre

The Offer is not being made, and will not be made, directly or indirectly, to any person in the Dubai International Financial Centre ("DIFC"). Accordingly, Holders are notified that, to the extent Holders are located in the DIFC, the Offer is not available to them and they may not tender Notes in the Offer and, as such, any tender received from such persons shall be ineffective and void, and none of the Statement, this announcement or any other documents or materials relating to the Offer or the Notes may be distributed or made available in the DIFC.

Qatar

The Offer is not being made, and will not be made, to any person located or resident in the State of Qatar ("Qatar") unless such person is an institutional investor and should not be construed as a general invitation to the public in Qatar to tender Notes for purchase pursuant to the Offer or an attempt to do business as a bank, investment company or otherwise in Qatar. Holders should note that the Statement has not been filed with, reviewed or approved by the Qatar Central Bank or any other relevant Qatari governmental body or securities exchange.

Kingdom of Saudi Arabia

The Offer is not being made, and will not be made, directly or indirectly, in the Kingdom of Saudi Arabia ("Saudi Arabia"). Accordingly, Holders are notified that, to the extent Holders are located or resident in Saudi Arabia, the Offer is not available to them and they may not tender Notes in the Offer and, as such, any tender received from such persons shall be ineffective and void, and none of the Statement, this announcement or any other documents or materials relating to the Offer or the Notes may be distributed or made available in Saudi Arabia.

United Arab Emirates

The Statement is not intended for distribution to any person in the United Arab Emirates and any such person that receives a copy of the Statement should not act or rely on the Statement and should ignore the same. The Offer is not being made in the United Arab Emirates and the Statement does not constitute an offer of securities in the United Arab Emirates. None of the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning nor any other authorities in the United Arab Emirates have reviewed or approved the Statement nor has any of them taken any steps to verify the information set out in it, and they have no responsibility for it.

Italy

None of the Offer, the Statement, this announcement or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa ("CONSOB") pursuant to Italian laws and regulations.  The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France").  None of the Statement, this announcement or any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monetaire et financier, are eligible to participate in the Offer.  The Statement has not been and will not be submitted for clearance to nor approved by the Autorite des Marches Financiers.

 

SOURCE Millennium Offshore Services Superholdings, LLC