#Luxembourg #Debt Securities #consent solicitation #Constellation Oil

Constellation Oil Services Holding S.A. Initiates Consent Solicitation for Senior Secured Notes

On February 25, 2026, Constellation Oil Services Holding S.A. (the "Issuer") announced the commencement of a Consent Solicitation concerning its outstanding 9.375% Senior Secured Notes due 2029. This issuance is made under the terms of an indenture initially crafted on November 7, 2024. The company aims to amend the indenture to allow for the anticipated payment of dividends at an earlier stage than was initially defined.

The press release issued by Kroll Issuer Services (US) states that this solicitation is directed at the holders of the aforementioned notes, which are recognized as a significant financial instrument in the market. The amendment being proposed, referred to as the "Proposed Amendment," is expected to provide greater flexibility in capital management for the company. It will enable the Issuer to distribute dividends based on the financial performance without the previous constraints laid out in the original indenture agreement.

The Consent Solicitation is set to expire at 5:00 PM New York City time on March 3, 2026, unless a decision is made to extend or terminate the solicitation prior to its expiration. For the amendment to take effect, the holders of a majority in aggregate principal amount of the notes need to deliver valid consents by the expiration date. Those who do submit consents and do not revoke them by the designated deadline stand to benefit from a settlement payment of $5.00 for every $1,000 principal amount of the notes. This encourages participation and makes the consent process advantageous for current noteholders.

Bringing an amendment to the existing indenture represents a strategic move by Constellation Oil, highlighting the company's proactive approach in managing its financial obligations and optimizing its capital structure. Should the proposed changes come to fruition, the Second Supplemental Indenture will be effective immediately upon execution for all holders of the notes, ensuring that those providing consent will see their benefits materialize right away.

Kroll, as the information and tabulation agent for the Consent Solicitation, has also made clear that this initiative is strictly for informational purposes. It is important to note that this announcement does not constitute an offer to buy or sell any securities, thus emphasizing that any decisions surrounding the consents must be made carefully by each holder in consultation with their advisors.

Furthermore, this proposal aligns with Constellation Oil's operational goals, reflecting a strong drive towards sustainable financial health and shareholder value maximization. As they navigate through this solicitation process, stakeholders will need to stay informed and engaged, as the potential amendments could have far-reaching implications for the company's future profitability and stability in the competitive oil services industry.

In conclusion, the effectiveness of this Consent Solicitation will hinge on the participation level of the debt holders. Should a majority come together to support the amendment, it could mark a significant milestone for Constellation Oil Services, enhancing their capacity for future investment and growth while rewarding their investors in a timely manner.