PGS ASA: the financing transaction becomes effective

February 9, 2021: Oslo, Norway, PGS ASA (the “Company” or “PGS”) is pleased to announce that the amendments to its B Term Loan (“TLB”), Revolving Credit Facility (“RCF” and its Export Credit Scheme (“ECF”)) (jointly the “Transaction”), as described in the Company’s announcement on October 21, 2020 and subsequent announcements, have now entered into force in accordance with the UK Scheme of Arrangement proposed by the Company and approved by the High Court of Justice for England and Wales on February 2, 2021. All conditions precedent and implementation steps have been satisfied to date, including payment of costs related to the Operation and issue of the convertible bond.

Operation overview

The Transaction enabled PGS to extend its short-term maturity and amortization profile by approximately two years under its TLB, RCF and ECF facilities. Together with the previously announced cost reduction initiatives, the Transaction will strengthen PGS’s liquidity profile in the current difficult operating environment. The main terms of the Operation are as follows:

  • The $ 135 million RCF due in 2020, the $ 215 million RCF due in 2023 and the approximately $ 2 million TLB due in 2021 have each been converted into a new TLB on the same terms as the TLB of approximately $ 520 million in 2024
  • Quarterly amortization payments of up to 5% per annum of the original principal amount of ~ $ 520 million TLB 2024 have been replaced by the new amortization payments described below.
  • Total post-transaction debt under these credit facilities of approximately $ 873 million (including increases in principal due to in-kind payment charges and reduction in principal due to lenders choosing to swap part of their existing debt against a new convertible bond; see further below) maturing in March 2024 will have the following amortization profile (payable pro rata to all TLB lenders):
    • Amortization payment of approximately $ 135 million due in September 2022
    • Amortization payment of $ 200 million due in September 2023
    • ~ $ 9 million in quarterly amortization as of March 2023
  • Quarterly amortization payments totaling approximately $ 106 million due over the next two years under the ECF have been deferred and will be repaid over four quarters starting in December 2022
  • The previous transfer of excess cash flow for the TLB and RCF facilities has been replaced by a transfer of excess cash for any cash reserve exceeding $ 200 million at each quarter end, with these amounts to be charged against (i) amounts ECF deferred amortization and (ii) TLB amortization of approximately $ 135 million, until both have been fully paid; thereafter, any liquidity reserve greater than $ 175 million at each quarter-end will be applied to the remaining amortizations of the TLB
  • The financial maintenance covenants have been modified, the net leverage ratio being 4.5x until June 30, 2021, 4.25x until December 31, 2021, 3.25x until December 31, 2022 and 2.75x afterwards
  • Lender security package has been strengthened
  • Total fees across lender groups of $ 8.0 million payable in cash and $ 8.4 million payable in kind (i.e. added to loan balance)
  • Issue of an unsecured 3-year convertible bond at 5% and NOK 116.2 million (the “CB”) which can be converted into new PGS shares at NOK 3 per share (corresponding to 38,720,699 shares, i.e. 10 % of PGS shares currently in circulation). Some RCF and TLB facility lenders subscribed to the CB against conversion of a corresponding amount of their existing secured loans (~ NOK 67.1 million / ~ $ 7.8 million) and in cash (~ 49.1 million NOK / ~ $ 5.7 million). PGS may require bondholders to convert CBs into shares if the PGS share price exceeds NOK 6 for 30 consecutive trading days

The Operation remains subject to subsequent conditions of use.

Further information on the Transaction can be found in the presentation titled Cleansing Presentation on the Company’s website. www.pgs.com – Investors – Presentations and in the Company’s press release dated October 21, 2020.

FOR MORE DETAILS, CONTACT:
BÅRD STENBERG, VP IR & CORPORATE COMMUNICATION
MOBILE: +47 99 24 52 35

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PGS is an integrated marine geophysics company, which provides advanced underground seismic images that energy companies use to find and produce oil and gas. The PGS MultiClient data library is one of the largest in the seismic industry, with modern 3D coverage in all of the major offshore hydrocarbon provinces in the world. The Company operates worldwide with its head office in Oslo, Norway, and the PGS share is listed on the Oslo Stock Exchange (OSE: PGS). For more information on PGS, visit www.pgs.com.

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The information included in this document contains certain forward-looking statements which deal with activities, events or developments that the Company expects, projects, believes or anticipates will occur or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties. The Company is subject to a large number of risk factors including, but not limited to, demand for seismic services, demand for data from our MultiClient data library, attractiveness of our technology, unforeseeable changes government regulations affecting our markets and extreme weather conditions. . For a more detailed description of other relevant risk factors, we refer to our annual report for 2019. Due to these and other risk factors, actual events and our actual results may differ materially from those indicated or under- understood by these forward-looking statements. The reservation is also made that inaccuracies or errors may occur in the information given above on the current state of the Company or its activity. Any reliance on the above information is at the reader’s risk, and PGS disclaims all liability in this regard.

TO FINISH–

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