Waiver::Constellation Announces Successful Results Of Consent Solicitation
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
04-Mar-2026 09:23:59
Status
New
Announcement Sub Title
Constellation Announces Successful Results Of Consent Solicitation
Announcement Reference
SG260304OTHRPL50
Submitted By (Co./ Ind. Name)
Joao Pedro Zakour
Designation
Investor Relations Analyst
Description (Please provide a detailed description of the event in the box below)
Luxembourg, March 3rd, 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 the successful results of its previously announced 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 ). The Issuer
solicited consents to amend (the Proposed Amendment ) the Indenture in order to anticipate the
payment of certain dividends. The Consent Solicitation was 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 expired at 5:00 p.m., New York City time, on March 3, 2026 (the Expiration
Date ). As of the Expiration Date, the Holders of a majority in aggregate principal amount outstanding
of the Notes (the Required Consents ) had validly delivered Consents and not validly revoked such
Consents prior to the Revocation Deadline. The Revocation Deadline has passed and, therefore, validly
delivered Consents can no longer be revoked.
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 Issuer, the Subsidiary Guarantors and the Trustee will execute a second supplemental indenture to
the Indenture (the Second Supplemental Indenture ) effecting the Proposed Amendment. The Second
Supplemental Indenture will be effective immediately upon execution thereof as to all Holders, 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.
Clarksons Securities AS acted 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.
Kroll acted as information agent and tabulation agent for the Consent Solicitation and can be contacted
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. The Consent Solicitation was not 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.
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. 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.
Attachments
Press Release - Constellation Announces Successful Results Of Consent Solicitation.pdf
Total size =162K
Related Announcements
Related Announcements