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

AJMAN, United Arab Emirates, Sept. 28, 2015 /PRNewswire/ -- Millennium Offshore Services Superholdings, LLC (the "Company") announces today that, in accordance with the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated September 28, 2015 (the "Statement"), it is (i) offering 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) soliciting consents ("Consents") from holders of the Notes (each, a "Holder" and collectively, the "Holders") to certain proposed amendments (as defined below) 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 is subject to the terms and conditions set forth in the Statement. 

The Offer will expire at 11:59p.m. New York City time, on October 26, 2015, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"). In order to be eligible to receive the Early Tender and Consent Payment (as defined below) for their Notes, Holders must validly tender (and not validly withdraw) their Notes and deliver their Consents at or prior to 5:00p.m. New York City time, on October 9, 2015, unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the "Early Tender and Consent Deadline"). Holders who validly tender their Notes after the Early Tender and Consent Deadline but on or prior to the Expiration Date will be entitled to receive only the Tender Consideration (as defined below).

If Holders decide to tender their Notes, they are required to tender their Notes and deliver their Consents concurrently. Holders may not Consent to the Proposed Amendments without tendering their Notes.  In accordance with the terms and subject to the conditions set forth in the Statement, the Company is offering to pay each Holder who validly tenders (and does not validly withdraw) its Notes at or prior to the Early Tender and Consent Deadline for each US$1,000 principal amount of Notes tendered (and not validly withdrawn) by such Holder (i) an amount in cash equal to US$920 (the "Tender Consideration") and (ii) an amount in cash equal to US$30 (the "Early Tender and Consent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 tender (and do 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 tender and do 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 (as defined below) ("Accrued Interest").  Notes tendered prior to the Withdrawal Time (as defined below) may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 9, 2015 (such time and date, as the same may be extended or earlier terminated, the "Withdrawal Time"), but not thereafter (except in certain limited circumstances in which additional withdrawal rights are required by law), and valid withdrawal of the Notes will be deemed to revoke the related Consents.

The principal purposes of the Offer are to acquire any and all of the Company's outstanding Notes and to obtain the Majority Requisite Consents and reach the Higher Consent Threshold (each as defined below) to authorize the Majority Proposed Amendments and, if the Company reaches the Higher Consent Threshold, to authorize the Super Majority Proposed Amendments. The Company has conditioned the Offer on, inter alia, receipt of Consents from Holders representing at least a majority of the aggregate principal amount of the Notes then outstanding not owned by the Company or any of its Affiliates (as such term is defined in the Indenture). In addition, the Company expects to fund the payment of the Early Tender and Consent Payment and the Tender Consideration, as applicable, and Accrued Interest and all related fees and expenses incurred in connection with the Offer, with the proceeds of a new financing. Successful completion of such financing is also one of the conditions to the consummation of the Offer. The Company does not currently have a commitment for any such financing or any other source of funds to purchase Notes pursuant to the Offer. The Company makes no representation or warranty as to the availability of such a financing and there can be no assurance that the Company will be able to obtain such a financing on terms and conditions satisfactory to the Company or, if so obtained, complete such a financing. The Company will not accept for purchase, and pay for, Notes validly tendered and not validly withdrawn if the conditions described in the Statement are not satisfied or waived. The Company reserves the right, in its sole discretion, to waive or modify in whole or in part the conditions of the Offer.  In addition, subject to applicable law and as provided in the Statement, the Company may, in its sole discretion, extend, re-open, amend and/or terminate the Offer at any time.

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

The following table sets forth a summary of the pricing terms:

In addition, in accordance with the terms and subject to the conditions of the Offer, Holders who validly tender and do not validly withdraw their Notes in the Offer will receive Accrued Interest.

Assuming the satisfaction or waiver of the conditions to the Offer on or prior to the Expiration Date and acceptance of Notes for purchase, the Company will pay the Early Tender and Consent Payment, the Tender Consideration and Accrued Interest, as applicable, on a date promptly following the Expiration Date, which date is expected to be the third business day following the Expiration Date (the "Settlement Date"). 

In order for certain of the Proposed Amendments to be adopted (the "Majority Proposed Amendments"), Consents from the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding not owned by the Company or any of its Affiliates (as such term is defined in the Indenture) (the "Majority Requisite Consents") are required. In order to be adopted in their entirety, the proposed amendments (consisting of the Majority Proposed Amendments and certain additional Proposed Amendments that would result in the release of the Guarantees and the Collateral and the elimination of related covenants and provisions in the Indenture and entry into amendments to the Security Documents and Intercreditor Agreement (each as defined in the Indenture), as applicable, (the "Super Majority Proposed Amendments", and together with the Majority Proposed Amendments, the "Proposed Amendments")) require the consent of the Holders of at least 90% of the aggregate principal amount of the Notes then outstanding not owned by the Company or any of its Affiliates (as such term is defined in the Indenture) (the "Higher Consent Threshold"). In the Solicitation, the Company is seeking Consents to all of the Proposed Amendments to the Indenture as a single proposal.  Accordingly, a Consent purporting to consent only to some of the Proposed Amendments will not be valid, and the delivery of a Consent by a Holder will constitute delivery of a Consent to all of the Proposed Amendments.

To give effect to the Proposed Amendments, subject to receipt of the Majority Requisite Consents (and, with respect to the Proposed Amendments that would result in the release of the Guarantees and the Collateral and the elimination of related covenants and provisions in the Indenture and entry into amendments to the Security Documents and Intercreditor Agreement (each as defined in the Indenture), as applicable, upon the Higher Consent Threshold being reached), the Company expects to execute a supplement to the Indenture (the "Second Supplemental Indenture"), which is expected to occur on or promptly following the Expiration Date.  The Second Supplemental Indenture will become effective upon execution by the Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent, but will provide that the Majority Proposed Amendments and Super Majority Proposed Amendments, as applicable, will only become operative immediately prior to the time when, and so long as, the Company pays the Early Tender and Consent Payment and Tender Consideration, as applicable, and Accrued Interest to Holders whose tendered Notes have been accepted for purchase.

The  Tender Offer and Solicitation  is  subject  to  the  terms  and  conditions  set  forth  in  the  Statement,  including  the  Financing  Condition, the Second Supplemental Indenture Condition,  and  the General Conditions.  To the extent it is legally permitted to do so, the Company expressly reserves the right, in its sole and absolute discretion, at any time (i) to waive any condition to the Offer, (ii) to extend, re-open and/or terminate the Offer or (iii) to amend any of the terms of the Offer, including, without limitation, modifying the Early Tender and Consent Payment or the Tender Consideration.

Below is an indicative timetable providing information with respect to the expected dates and times for the Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Company as described in the Statement.

Goldman Sachs International is acting as the "Dealer Manager and Solicitation Agent" for the Offer.  In connection  with the Tender  Offer and Solicitation,  Global  Bondholder  Services  Corporation  has been appointed  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. Requests for additional copies of documentation related to the Offer, requests for copies of the Indenture and any questions or requests for assistance in tendering may be directed to the Information and Tender Agent.

Any extension of the Offer, extension of the Offer to pay the Early Tender Consideration or termination of the Offer shall be effected by the Company delivering a notice to that effect to DTC for communication to entitled account holdings by no later than 9:00 A.M., New York City time, on the next business day following the previously scheduled Early Tender and Consent Deadline or Expiration Date, as the case may be.

None of the Company, the Dealer Manager and Solicitation Agent, the Information and Tender Agent, the Trustee or any of their affiliates are making any recommendations to the Holders as to whether Holders should tender their Notes and deliver their Consents or refrain from doing so pursuant to the Offer. Each Holder must make its own decision as to whether it should tender Notes and deliver Consents (and if tendering, the amount of Notes to tender). 

Beneficial owners whose Notes are held through a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they intend to tender Notes.  Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer.  Accordingly, beneficial owners intending to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the time by which such owner must take action in order to so participate.

Copies of the Statement can be obtained by eligible Holders from the Information and Tender Agent at the telephone number below.

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

Requests for information in relation to the Offer should be directed to:

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: [email protected]

Requests for information in relation to the procedures for tendering Notes and delivering Consents and participating in the Offer should be directed to the Information and Tender Agent:

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

None of the Company, the Trustee, the Dealer Manager and Solicitation Agent or the Information and Tender Agent makes any recommendation as to whether you should tender any or all of your Notes and deliver your Consents. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer is being 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 is not being 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.

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES.

SOURCE Millennium Offshore Services Superholdings, LLC

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