Waiver::CONSTELLATION OIL SERVICES HOLDING S.A. ANNOUNCES CONSENT SOLICITATION TO BOND HOLDERS

Issuer & Securities

Issuer/ Manager
CONSTELLATION OIL SERVICES HOLDING S.A.
Securities
CONSTEOILUS$650M9.375%N291107A - US650921AA71 - 5TCB
CONSTEOILUS$650M9.375%N291107R - USL67356AA09 - 9QPB
Stapled Security
No

Announcement Details

Announcement Title
Waiver
Date &Time of Broadcast
26-Feb-2026 04:59:54
Status
New
Announcement Sub Title
CONSTELLATION OIL SERVICES HOLDING S.A. ANNOUNCES CONSENT SOLICITATION TO BOND HOLDERS
Announcement Reference
SG260226OTHRQJGE
Submitted By (Co./ Ind. Name)
Joao Gabriel G. Ratton
Designation
IR Manager
Effective Date and Time of the event
25/02/2026 17:00:00
Description (Please provide a detailed description of the event in the box below)
February 25, 2026 Constellation Oil Services Holding S.A. (the Issuer , we , our or us ), a public limited liability company (soci t anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10, Avenue de la Gare, L-1610 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B163424, announces that it has commenced a solicitation of consents (the Consent Solicitation ) with respect to its outstanding 9.375% Senior Secured Notes due 2029 (the Notes ), issued pursuant to the indenture, dated as of November 7, 2024, as amended by a first supplemental indenture, dated as of December 12, 2024 (collectively, the Indenture ), among the Issuer, the Subsidiary Guarantors named therein and GLAS Trust Company LLC (the Trustee ). We are soliciting consents to amend (the Proposed Amendment ) the Indenture in order to anticipate the payment of certain dividends.

The Consent Solicitation is being conducted subject to the terms and conditions described in the Consent Solicitation Statement, dated as of February 25, 2026 (the Statement ). Terms used and not defined in this press release have the meanings assigned in the Statement.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 3, 2026, unless extended or earlier terminated by us in our sole discretion (such date and time, as the same may be extended, the Expiration Date ).

If the Holders of a majority in aggregate principal amount outstanding of the Notes (the Required Consents ) validly deliver Consents (in minimum denominations of US$1 and integral multiples of US$1 in excess thereof) at or prior to the Expiration Date and do not validly revoke such Consents prior to the Revocation Deadline, it is expected that the Issuer, the Subsidiary Guarantors and the Trustee will execute a second supplemental indenture to the Indenture (the Second Supplemental Indenture ) effecting the Proposed Amendment (such time, the Consent Effective Time ).

In the event that the Consent Effective Time has occurred, the Issuer will pay in cash, on the Settlement Date, US$5.00 per US$1,000 principal amount of Notes with respect to which Consents were validly delivered at or prior to the Expiration Date (and not validly revoked prior to the Revocation Deadline) (the Consent Payment ). For the avoidance of doubt, the Consent Payment will be rounded to the nearest cent, rounding up at US$0.005.

The Second Supplemental Indenture will be effective immediately upon execution thereof as to all Holders at the Consent Effective Time, whether or not a Holder delivered a Consent. However, the Second Supplemental Indenture will only be operative following payment by the Issuer of the Consent Payment at the Settlement Date.

We reserve the right, subject to applicable law, in our sole discretion, to (i) extend, terminate or withdraw the Consent Solicitation at any time or (ii) otherwise amend the Consent Solicitation in any respect.

Clarksons Securities AS is acting as solicitation agent in the Consent Solicitation, and can be contacted at the following e-mail address: Constellationconsent@clarksons.com with questions regarding the Consent Solicitation.

Requests for copies of the Statement may be directed to Kroll, the information agent and tabulation agent for the Consent Solicitation, at the following e-mail address: Constellationconsent@is.kroll.com and telephone numbers: U.S./Canada: (888) 325-8676 / International: (646) 825-3821.

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. Under no circumstances shall this press release constitute a solicitation of Consents to the Proposed Amendment. The Consent Solicitation is not being made to, nor will the Issuer accept deliveries of Consents from, holders in any jurisdiction in which the Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction.

Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Important Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. The Issuer does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

DISCLAIMER

This press release must be read in conjunction with the Statement. This press release and the Statement contain important information that must be read carefully before any decision is made with respect to the Consent Solicitation.

None of the Issuer, the Subsidiary Guarantors, the Solicitation Agent, the Information Agent, the Trustee or any of their respective affiliates makes (x) any recommendation as to whether Holders should deliver or refrain from delivering Consents in response to the Consent Solicitation or (y) any representations or warranties in connection with the Proposed Amendment. Each Holder must make its own decision (and consult its own legal, business, tax and other advisors) as to whether to deliver Consents.

Attachments

Constellation 2026 Consent Soliciation - Launch PR.pdf
Total size =150K