
LUXEMBOURG, Feb. 3, 2026 — Foresea Holding S.A. (the “Company” or “Foresea“) today declared the conclusion of its previously announced consent solicitation (the “Consent Solicitation“) and confirmed it has obtained the necessary consents (the “Consents“) from holders (the “Holders“) of the Company’s 7.50% Senior Secured Notes due 2030 (the “Notes“) to implement a specific amendment (the “Proposed Amendment“) to the indenture governing the Notes (the “Indenture“, as may be amended from time to time). Details of this were outlined in the Consent Solicitation Statement dated January 23, 2026, with updates provided via the press release dated February 2, 2026 (collectively, the “Consent Solicitation Statement“). As of 5:00 p.m. New York City time on February 3, 2026 (the “Expiration Date“), Holders representing at least a majority of the total outstanding principal amount of the Notes had properly submitted and not withdrawn their Consents to the Proposed Amendment (the “Requisite Consents“). By that time, the Company had accepted all validly submitted Consents under the Consent Solicitation. Consequently, the Company, the guarantors under the Indenture, the trustee, and the collateral agent executed a supplemental indenture (the “Supplemental Indenture“) to the Indenture to enact the Proposed Amendment.
The Company will remit a total of U.S.$3,000,000 (the “Consent Payment“) to The Depository Trust Company (“DTC“) for the benefit of Holders who submitted valid, unrevoked Consents to the Proposed Amendment by the Expiration Date (the “Consenting Holders“), in accordance with the terms and conditions specified in the Consent Solicitation Statement. The Consent Payment will be distributed proportionally among the Consenting Holders. The Company intends to make, or arrange for, the payment of the Consent Payment on February 5, 2026 (the “Settlement Date“). No accrued interest will be applied to the Consent Payment. While the Supplemental Indenture and the associated Proposed Amendment took effect immediately upon execution at the Consent Time (as defined in the Consent Solicitation Statement), the Proposed Amendment will not be fully operational until the Consent Payment is sent to DTC for the Holders’ benefit on the Settlement Date.
The Consent Solicitation was conducted exclusively through the Consent Solicitation Statement, adhering to the terms and conditions outlined therein. This announcement serves informational purposes only and does not constitute an offer to sell, a solicitation of an offer to purchase, or a request for consents regarding the Proposed Amendment or any securities. The Consent Solicitation was not carried out in jurisdictions or with individuals where such a solicitation would be unlawful under relevant state, foreign, or blue sky securities laws.
Citigroup Global Markets Inc. served as the Solicitation Agent for the Consent Solicitation. Morrow Sodali International LLC, operating as Sodali & Co acted as the Information and Tabulation Agent for the process.
About Foresea
Foresea is a prominent offshore drilling firm, specializing in delivering smart drilling solutions for offshore operations, with particular proficiency in chartering and operating rigs for ultra-deep waters. The company operates a high-specification rig fleet comprising four ultra-deepwater (UDW) drillships and one semisubmersible, and also offers operational and management services for third-party fleets.
Leveraging its experience, technological capabilities, and dedication to safety and sustainability, Foresea continuously innovates in the chartering and operation of platforms and vessels. Further details can be found on Foresea’s website, .
Forward-Looking Statements
This press release includes forward-looking statements. All statements in this release that are not historical facts—addressing activities, events, or developments that management expects, believes, or anticipates may occur in the future—are considered forward-looking. Without limiting the above, specific forward-looking statements here include those regarding the completion of the Consent Solicitation (including its timing), the Proposed Amendment, and the execution of the Supplemental Indenture. These statements rely on assumptions based on the Company’s management’s experience, observations of historical trends, current conditions, expected future developments, and other factors deemed relevant. These statements are subject to various assumptions, risks, and uncertainties—many beyond the Company’s control—that could cause actual outcomes to differ significantly from those suggested or stated. These risks include those detailed in the Consent Solicitation Statement. Each forward-looking statement applies only as of the date it is made, and the Company has no intention to revise or update any forward-looking statement, whether due to new information, future events, or otherwise, unless legally required.
Foresea Holding S.A.
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SOURCE Foresea Holding S.A.