TGS ASA Announces Pricing of Senior Secured Notes Offering
20 November 2024 - 9:05PM
UK Regulatory
TGS ASA Announces Pricing of Senior Secured Notes Offering
OSLO, Norway (20th November 2024) – TGS ASA
(“TGS” or the “Company”), a global leader in energy data and
intelligence, today announced that it has priced its offering (the
“Offering”) of $550 million aggregate principal amount of 8.50%
Senior Secured Notes due 2030 (the “Notes”) at a price equal to
100.0% of the aggregate principal amount thereof. Interest will be
payable semi-annually.
In connection with the Offering, the Company has also announced
that it has entered into new super senior secured credit
facilities, which include (i) a revolving credit facility
permitting borrowings of up to $150 million, (ii) one or more
guarantee facilities, which may be utilized by way of issue of
letters of credit, bank guarantees and bid and performance bonds of
up to $20 million (which may be expanded up to $30 million under
certain circumstances) and (iii) an amortizing delayed draw term
loan of $45 million (the “New Term Loan A”).
The Company intends to use the proceeds from the Offering, together
with cash on hand and restricted cash and borrowings under the New
Term Loan A, (i) to redeem the entire outstanding amount of the
13.50% senior secured bonds due 2027 issued by Petroleum
Geo-Services AS (the “2027 Bonds”), (ii) to repay the Company’s
existing revolving credit facility, (iii) to repay the Company’s
export credit financing loans, and (iv) to pay fees, costs,
premiums and expenses incurred in connection therewith.
The Offering is expected to close on or about 3rd December 2024,
subject to customary conditions precedent for similar transactions.
In connection with the Offering, the initial purchasers may engage
in stabilizing transactions with a view to supporting the market
price of the Notes at a level higher than that which might
otherwise prevail. Any stabilization action must be conducted in
accordance with all applicable laws and rules.
For more information, visit TGS.com or contact:
Bård Stenberg
IR & Communication
Mobile: +47 992 45 235
investor@tgs.com
About TGS
TGS provides advanced data and intelligence to companies active in
the energy sector. With leading-edge technology and solutions
spanning the entire energy value chain, TGS offers a comprehensive
range of insights to help clients make better decisions. Our broad
range of products and advanced data technologies, coupled with a
global, extensive and diverse energy data library, make TGS a
trusted partner in supporting the exploration and production of
energy resources worldwide. For further information, please visit
www.tgs.com (https://www.tgs.com/).
Important notice
This announcement is for information purposes only and does not
constitute a prospectus or any offer to sell or the solicitation of
an offer to buy any security in the United States or in any other
jurisdiction. This announcement also does not constitute an offer
to purchase or the solicitation of an offer to purchase any
security in the United States or any other jurisdiction, nor does
it constitute a notice of redemption under the indenture governing
the 2027 Bonds.
This announcement is not for public release, publication or
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia), except to "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the
U.S. Securities Act of 1933, as amended (the "Securities Act").
This announcement does not constitute or form a part of any offer
of, or solicitation to purchase or subscribe for, any securities in
the United States. Any such securities have not been, and will not
be, registered under the Securities Act. Any such securities may
not be offered or sold in the United States, except that the
securities may be of
fered for sale in the United States to QIBs in reliance on the
exemption from registration under Rule 144A. No public offering of
securities will be made in the United States or in any other
jurisdiction where such an offering is restricted or
prohibited.
This announcement does not constitute an offer of the securities to
the public in the United Kingdom. This announcement is directed
only at persons (i) outside the United Kingdom; (ii) that have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (iii) falling
within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Order or (iv) to whom
this announcement may otherwise be directed without contravention
of Section 21 of the Financial Services and Markets Act 2000 (all
such persons together being referred to as "relevant persons").
This announcement must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to
which this announcement relates is available only to relevant
persons and will be engaged in only with relevant
persons.
In member states of the European Economic Area ("EEA") or the
United Kingdom, this announcement is directed only at persons who
are "qualified investors" under Regulation (EU) 2017/1129, as
amended, or Regulation (EU) 2017/1129 as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018. This announcement does not constitute and shall not, in
any circumstances, constitute a public offering nor an invitation
to the public in connection with any offer within the meaning of
the Regulation (EU) 2017/1129 (as amended), and any relevant
implementing measure in the relevant Member State of the EEA.
MiFID II professionals/UK MiFIR/ECPs-only / No PRIIPs KID -
Manufacturer target market (MIFID II/UK MiFIR product governance)
is eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail in the EEA or the
United Kingdom.
This announcement may include projections and other
"forward-looking" statements within the meaning of applicable
securities laws. Any such projections or statements reflect the
current views of the Company about further events and financial
performance. No assurances can be given that such events or
performance will occur as projected and actual results may differ
materially from these projections. Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
announcement. All statements in this announcement other than
statements of historical fact are forward-looking statements, which
are subject to a number of risks, uncertainties and assumptions
that are difficult to predict and are based upon assumptions as to
future events that may not prove accurate. These factors include
volatile market conditions, investment opportunities in new and
existing markets, demand for licensing of data within the energy
industry, operational challenges, and reliance on a cyclical
industry and principal customers. Actual results may differ
materially from those expected or projected in the forward- looking
statements. TGS undertakes no responsibility or obligation to
update or alter forward-looking statements for any reason.
The distribution of this announcement into certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
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