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.
