LUXEMBOURG, Feb. 3, 2026 /PRNewswire/ — Foresea Holding S.A. (the “Company” or “Foresea“) announced today the expiration of its previously announced solicitation (the “Consent Solicitation“) of consents (the “Consents“) and receipt of the requisite Consents from holders (the “Holders“) of the Company’s outstanding 7.50% Senior Secured Notes due 2030 (the “Notes“) to effect a certain amendment (the “Proposed Amendment“) to the indenture governing the Notes (as amended from time to time, the “Indenture“), as described in the Consent Solicitation Statement, dated January 23, 2026, as amended and supplemented by the press release dated as of February 2, 2026 (the “Consent Solicitation Statement“). As of 5:00 p.m. New York City time, on February 3, 2026 (the “Expiration Date“), the Holders of at least a majority of the aggregate outstanding principal amount of the Notes had validly delivered and had not validly revoked Consents to the Proposed Amendment (the “Requisite Consents“). As of such time, the Company had accepted all Consents validly delivered pursuant to the Consent Solicitation. Accordingly, the Company, the guarantors party to the Indenture, the trustee and the collateral agent entered into a supplemental indenture (the “Supplemental Indenture“) to the Indenture effecting the Proposed Amendment.
The Company will pay to Holders who delivered valid and unrevoked Consents to the Proposed Amendment on or prior to the Expiration Date (the “Consenting Holders“), an aggregate amount equal to U.S.$3,000,000 (the “Consent Payment“) to The Depository Trust Company (“DTC“) for the benefit of the Consenting Holders, subject to the terms and conditions set forth in the Consent Solicitation Statement. The Consent Payment will be made pro rata for the benefit of the Consenting Holders. The Company expects to pay, or cause to be paid, the Consent Payment on February 5, 2026 (the “Settlement Date“). No accrued interest will be paid in respect of the Consent Payment. Although the Supplemental Indenture and the related Proposed Amendment became effective immediately upon execution at the Consent Time (as defined in the Consent Solicitation Statement), such Proposed Amendment will not be operative until the Consent Payment to DTC for the benefit of the Holders is paid on the Settlement Date.
The Consent Solicitation was made solely by the Consent Solicitation Statement and on the terms and subject to the conditions set forth in the Consent Solicitation Statement. This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security and is not a solicitation of consents with respect to the Proposed Amendment or any securities. The Consent Solicitation was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or blue sky laws.
Citigroup Global Markets Inc. acted as the Solicitation Agent for the Consent Solicitation. Morrow Sodali International LLC, trading as Sodali & Co acted as the Information and Tabulation Agent for the Consent Solicitation.
About Foresea
Foresea is a leading offshore drilling company, focused on offering intelligent drilling solutions in offshore drilling, with expertise and excellence in chartering and operating rigs for ultra-deep waters. Foresea operates a high specification rig fleet of four UDW drillships and one semisubmersible and provides operational and management services to third parties’ fleet.
With experience, technology and a commitment to safety and sustainability, Foresea is always innovating when chartering and operating platforms and ships. Additional information is available on Foresea’s website, www.foresea.com.
Forward-Looking Statements
Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Consent Solicitation, including the timing thereof, the Proposed Amendment and the execution of the Supplemental Indenture. These statements are based on certain assumptions made by the Company based on its management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in the Consent Solicitation Statement. Any forward-looking statement applies only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Foresea Holding S.A.
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