Paratus Energy Services Ltd - Improved Flexibility to Pursue Shareholder Returns and Release of Paratus Investor Presentation

HAMILTON, Bermuda, Aug. 24, 2023 /PRNewswire/ --  Paratus Energy Services Ltd. ("Paratus" or "Company") today announced the effectiveness of the recent Paratus Notes amendment and release of the Company investor presentation.

Effectiveness of July 2023 Amendment to the Notes, Improved Flexibility to Pursue Shareholder Capital Returns

On July 28, 2023, Paratus announced the successful completion and effectiveness of the July 2023 amendment ("July 2023 Amendment") to its Senior Secured Notes due 2026 ("Notes"). The July 2023 Amendment represents a significant milestone for the Company as it provides increased financial flexibility, including the ability to pursue shareholder capital return programs in the future, which may be in the form of dividends, share repurchases, or a combination thereof.

Going forward, Paratus may distribute dividends or repurchase its shares pursuant to satisfying each of the following:

• Minimum Paratus Cash: At least $20 million of pro forma unrestricted cash at Paratus; and
• 2 Quarters of Cash Interest Payments: Paratus having paid full cash interest on its Notes in the two prior quarters, or Paratus having escrowed such amounts to have satisfied two consecutive quarters of cash interest payments; and
• Net Leverage Test: Paratus having satisfied the following Net Interest-Bearing Debt to LTM EBITDA^[1] ratios during the appropriate time periods:
•  
• Prior to and including June 30, 2024: less than or equal to 3.75;
• July 1, 2024 up to and including June 30, 2025: less than or equal to 3.50;
• July 1, 2025 up to and including June 30, 2026: less than or equal to 3.25;
• July 1, 2026 and after: less than or equal to 3.00

Following the full early prepayment of the notes outstanding under the Notes Purchase and Private Shelf Agreement dated August 31, 2021 ("SeaMex Notes") by SeaMex Holdings Ltd. ("SeaMex") on July 18, 2023, the July 2023 Amendment also provides Paratus with the flexibility to raise up to $350 million of debt at SeaMex.

By taking this proactive step, Paratus is reinforcing its commitment to delivering long-term value to its stakeholders.

Release of Company Investor Presentation

Paratus is pleased to release its Company investor presentation, which provides a detailed overview of the Company's operations, financial performance, and outlook. Investors, analysts, and interested parties can access the presentation on our official website (https://www.paratus-energy.com/investors/investor-presentations/)

Forward-Looking Statements

This release includes forward-looking statements. Such statements are generally not historical in nature, and specifically include statements about the Transaction. These statements are based on management's current plans, expectations, assumptions and beliefs concerning future events impacting the Company and its subsidiaries and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, which speak only as of the date of this news release. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the timing for and ultimate completion of the Transaction, management's reliance on third party professional advisors and operational partners and providers, the Company's ability (or inability) to control the operations and governance of certain joint ventures and investment vehicles, oil and energy services and solutions market conditions, subsea services market conditions, and offshore drilling market conditions, the cost and timing of capital projects, the performance of operating assets, delay in payment or disputes with customers, the ability to successfully employ operating assets, procure or have access to financing, ability to comply with loan covenants, liquidity and adequacy of cash flow from operations of its subsidiaries and investments, fluctuations in the international price of oil or alternative energy sources, international financial, commodity or currency market conditions, including, in each case, the impact of COVID-19 and related economic conditions, changes in governmental regulations, including in connection with COVID-19, increased competition in any of the industries in which the Company or any of its subsidiaries operates, the impact of global economic conditions and global health threats, including in connection with COVID-19, the Company's ability to maintain relationships with suppliers, customers, joint venture partners, professional advisors, operational partners and providers, employees and other third parties and the Company's ability to maintain adequate financing to support the Company's business plans, factors related to the offshore drilling, subsea services, and oil and energy services and solutions markets, the impact of global economic conditions, the Company's liquidity and the adequacy of cash flows to meet obligations, including the ability of the Company's subsidiaries and investment vehicles to pay dividends, political and other uncertainties, the concentration of the Company's revenues in certain geographical jurisdictions, limitations on insurance coverage, the Company's ability (or inability) to attract and retain skilled personnel on commercially reasonable terms, the level of expected capital expenditures, the Company's expected financing of such capital expenditures, and the timing and cost of completion of capital projects, fluctuations in interest rates or exchange rates and currency devaluations relating to foreign or U.S. monetary policy, tax matters, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, legal and regulatory matters, customs and environmental matters, the potential impacts on the Company's business resulting from climate-change or greenhouse gas legislation or regulations, the impact on the Company's business from climate-change related physical changes or changes in weather patterns, and the occurrence of cybersecurity incidents, attacks or other breaches to the Company's information technology systems, including its rig operating systems. Consequently, no forward-looking statement can be guaranteed.

Neither the Company nor any of its subsidiaries undertakes any obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for the Company to predict all of these factors. Further, the Company cannot assess the impact of each such factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

^[1] Net Interest-Bearing Debt ("NIBD") to include (i) Paratus NIBD, which shall be calculated based on consolidated funded interest-bearing debt (subject to adjustments for any project finance debt), less cash and equivalents (including marketable securities), and (ii) Seabras JV ownership percentage (50%) of Seabras JV NIBD. EBITDA to include (i) Paratus consolidated EBITDA, and (ii) Seabras JV ownership percentage (50%) of Seabras JV EBITDA. Calculation of NIBD to LTM EBITDA to be based on most recently available quarterly financial results.

CONTACT:
paratus@hawthornadvisors.com