Shelf Drilling concludes refinancing transactions with call notice

By William Gullotti

Buffalo, N.Y., Oct. 26 – Shelf Drilling Holdings, Ltd. announced the completion of refinancing transactions, concluding in a full redemption notice for all outstanding notes not purchased under its any-and-all tender offer to purchase for cash $1.21 billion of notes due 2024 and 2025.

As previously reported when the tender offer commenced Sept. 26, the issuer offered to purchase the following, with pricing per $1,000 principal amount:

• $310 million outstanding 8 7/8% senior secured first-lien notes due Nov. 15, 2024 (Cusips: G23618AF1, 822538AG9) for a tender consideration of $1,000.65, including a $30 early tender premium; and

• $900 million outstanding 8¼% senior notes due Feb. 15, 2025 (Cusips: G23618AC8, 822538AE4) for a tender consideration of $1,021.23, including a $30 early tender premium.

Noteholders who validly tendered their notes after the early expiration deadline, 5 p.m. ET on Oct. 10, will not receive the $30 early tender payment.

In addition, accrued and unpaid interest will also be paid up to, but excluding, the applicable settlement date.

Shelf reported that $217,202,000 of the 2024 notes and $605,212,000 of the 2025 notes were validly tendered and not validly withdrawn by the early deadline. No additional notes were tendered after the early deadline, and the offer expired at 5 p.m. ET on Wednesday.

The company issued redemption notices, simultaneously effective with the tender offer’s Thursday settlement, for all of the remaining notes.

The outstanding $92,798,000 of the 2024 notes will be redeemed at par plus $3,683,242.84 accrued and unpaid interest for a total consideration of $96,481,242.84.

The $294,788,000 outstanding 2025 notes will be redeemed at the optional redemption premium of 102.063 plus $4,796,446.42 accrued and unpaid interest for a total consideration of $305,665,922.86.

As previously reported, the tender and subsequent redemption are funded by Shelf’s upsized $1.095 billion offering of 9 5/8% senior secured notes due April 15, 2029, settled Oct. 13.

The company further reported entering into a $125 million senior secured revolving credit facility and a $50 million term loan facility. Shelf also privately placed 19.4 million of common shares, raising gross proceeds of about NOK 640 million.

Goldman Sachs International (+44 20 7774 4836, 800 828-3182, liabilitymanagement.eu@gs.com, gs-lm-nyc@ny.email.gs.com) is the dealer manager for the tender offer.

Morrow Sodali Ltd. (+852 2319 4130, +44 20 4513 6933, 203 609-4910, shelfdrilling@investor.morrowsodali.com, projects.morrowsodali.com/shelfdrilling) is the tender and information agent for the offers.

Shelf Drilling is a shallow water offshore driller with operations in Southeast Asia, the Middle East, India, West Africa and the North African/Mediterranean markets.

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