Ventura Offshore Holding Ltd – Intention to summon a written resolution and contemplated bond tap issue

27 Jun 2024 16:30 CEST

Reference is made to the stock exchange notice published 27 June 2024 regarding
the signing of a binding Memorandum of Agreement regulating the purchase of the
semisubmersible rig SSV Catarina from UMAS 1 AS, a contemplated equity private
placement and a contemplated bond offering.

Ventura Offshore Midco Ltd (the “Issuer”), a subsidiary of Ventura Offshore
Holding Ltd (the “Company” or “Ventura”), intends to instruct Nordic Trustee AS
to summon a written resolution (the “Written Resolution”) for the Issuer’s
senior secured bonds maturing 19 April 2027 with ISIN NO0013187179 (the “Bonds”)
to propose certain amendments to the Bonds as further summarized below.

In conjunction with the Written Resolution, the Issuer is contemplating to
increase the amount outstanding by issuing additional Bonds in an expected
amount of USD 55 million (the “Tap Issue”).

Furthermore, the Issuer has received a credit approved term sheet for a USD 30
million super senior revolving credit facility (the “SSRCF”). The SSRCF secures
adequate liquidity to cover working capital requirements for the operations of
Ventura's drilling rigs.

In connection with the Written Resolution and the Tap Issue, the Joint
Bookrunners have conducted a targeted pre-sounding with a select group of
bondholders. A majority of the targeted bondholders, holding more than 50% of
the Bonds, have indicated substantial demand for the Tap Issue and their support
for the Written Resolution.

The Tap Issue will be conditional upon inter alia the Company raising at least
USD 50 million in new cash equity, the SSRCF having been committed by lenders
and prevailing market conditions.

DNB Markets, a part of DNB Bank ASA, and Clarksons Securities AS act as joint
bookrunners for the transaction (the “Joint Bookrunners”).

Summary of proposed amendments included in the Written Resolution:

• Increase of outstanding amount by USD 55 million to USD 185 million by
issuance of new Bonds.
• Permit the incurrence the SSRCF.
• Include SSV Catarina as collateral for the Bonds.
• Increase basket for lease and hire purchase contracts from USD 10 million to
USD 15 million and
increase the general permitted baskets from USD 3 million to USD 4.5
million.
• Increase quarterly amortization amount from USD 7.5 million to USD 10 million.
• Mandatory early redemption provision amended so that if one collateral rig is
subject to a sale, disposal
or total loss, 40.00 per cent of the outstanding bonds shall be redeemed
and if two or more of the
collateral rigs are subject to a sale, disposal or total loss then
100.00 per cent of the outstanding bonds
shall be redeemed.
• Earn-out for the acquisition of the SSV Catarina to be allowed.
• Financial covenant related to minimum liquidity (inc. RCF) increased to USD 15
million (up from USD 10
million).
• Certain other amendments required as a consequence of the amendments described
above, as further
outlined in the Written Resolution.

About Ventura Offshore Holding Ltd.
Ventura Offshore Holding Ltd. is a deep-water drilling contractor providing deep
water offshore drilling services to the oil and gas industry. The Company's core
activities are focused in the Brazilian offshore oil and gas market. The Company
owns and operates one drillship, DS Carolina, and one semisubmersible drilling
rig, SSV Victoria, and manages one drillship, Zonda, and one semisubmersible
drilling rig, SSV Catarina. The Company is incorporated under the laws of
Bermuda.

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