NEW YORK, Sept. 16, 2013 /PRNewswire/ -- RDS Ultra-Deepwater, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer") and a direct, wholly-owned subsidiary of Rubicon Drilling Services-Aluguer de Equipamentos Tecnologicos, Unipessoal, Lda. (Zona Franca da Madeira), a limited liability company organized under the laws of Portugal and registered in the Madeira Free Trade Zone Commercial Registry ("RDS"), today announced that the Consent Deadline (as defined below) under its previously announced tender offer (the "Offer") and consent solicitation (the "Consent Solicitation") for holders of its outstanding 11.875% Senior Secured Notes due 2017, fully and unconditionally guaranteed on a senior secured basis by RDS (the "Notes"), has expired.
As of 5:00 p.m., New York City time, on September 12, 2013 (the "Consent Deadline"), holders of $269,369,000 in aggregate principal amount (representing approximately 99.77%) of the outstanding Notes had validly tendered and not validly withdrawn Notes in the Offer and had validly delivered and not validly revoked consents in the Consent Solicitation. As a result, the Issuer has executed a supplemental indenture giving effect to the Proposed Amendments, including the Security Interest Amendments (each as defined in the Offer to Purchase and Consent Solicitation Statement dated August 29, 2013 (the "Statement")). In accordance with the terms and conditions of the Offer and Consent Solicitation, withdrawal rights with respect to the Notes have expired. Accordingly, Notes tendered in the past or future may not be withdrawn.
The Offer is subject to the satisfaction of certain conditions set forth in the Statement and in the related Letter of Transmittal and Consent (the "Letter of Transmittal"). In particular, the Offer is subject to a Financing Condition (as defined in the Statement).
The settlement date in respect of any Notes that were validly tendered and not validly withdrawn at or prior to the Consent Deadline, and that are accepted by the Issuer for purchase in the Offer will be after the Consent Deadline, but prior to 11:59 p.m., New York City time, on September 26, 2013 (unless extended by the Issuer in its sole discretion, the "Expiration Time"), and is expected to be on September 20, 2013.
The settlement date in respect of any Notes that are validly tendered after the Consent Deadline, but at or prior to the Expiration Time, and that are accepted by the Issuer for purchase in the Offer will be promptly after the Expiration Time and is currently expected to be on September 30, 2013, two business days following the Expiration Time. Holders that validly tender their Notes after the Consent Deadline and at or prior to the Expiration Time and that are accepted for purchase by the Issuer will not receive the consent payment, but will be eligible to receive $1,083.95 per $1,000 of Notes tendered, plus accrued and unpaid interest from and including the last interest payment date for the Notes to, but not including, the settlement date.
This press release is not an offer to purchase or a solicitation of consents with respect to the Notes nor is it an offer to sell or a solicitation of an offer to buy any securities. The Offer and the Consent Solicitation are being made solely by the Statement and the Letter of Transmittal, which set forth the complete terms of the Offer and the Consent Solicitation.
For a complete statement of the terms and conditions of the Offer and the Consent Solicitation, holders of the Notes should refer to the Statement, which is being sent to all holders of record of the Notes. Questions concerning the terms of the Offer and the Consent Solicitation should be directed to the Dealer Manager and Solicitation Agent as follows:
Credit Suisse Securities (USA) LLC
Toll Free: 800-820-1653
Any questions regarding procedures for tendering Notes or requests for additional copies of the Statement, the Letter of Transmittal or other materials should be directed to the Information Agent as follows:
D.F King & Co., Inc.
Banks and Brokers call: (212) 269-5550
All others call Toll Free: (800) 697-6975
D.F. King (Europe) Limited
By Telephone: +44(0) 20 7920 9700
None of the Issuer, its sole director, RDS, the Trustee, the Collateral Agent, the Registrar and Paying Agent, the Information Agent and Tender Agent, and the Dealer Manager and Solicitation Agent (each as defined in the Statement), nor any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes and deliver, or refrain from delivering, consents pursuant to the Offer and the Consent Solicitation. Each holder must make its own decision as to whether to tender its Notes and deliver consents pursuant to the Offer and the Consent Solicitation and, if so, the principal amount of the Notes to tender.
RDS is the owner of Centenario GR, a sixth-generation Friede & Goldman ExD ultra‑deepwater, semi‑submersible drilling rig. The Issuer is a wholly owned special purpose finance subsidiary of RDS that conducts no business operations. RDS and the Issuer are part of Grupo R, a group of companies dedicated to servicing the energy and industrial sectors in Mexico.
Some of the statements in this release may constitute forward-looking statements. Such statements are based on our current expectations and could be affected by numerous factors and are subject to various risks and uncertainties. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.
RDS Ultra-Deepwater, Ltd.
c/o Maples Corporate Services Limited
PO Box 309
Grand Cayman KY1‑1104
SOURCE RDS Ultra-Deepwater, Ltd.