Ventura Exercise Of Call Option
New Financing and Notice of exercise of conditional call option under Ventura Offshore Midco Ltd's Bond Loan - VEOFF01 PRO – ISIN NO0013187179
7 October 2026 - Reference is made to the to the stock exchange notice published by Ventura Offshore Holding Ltd. (the "Company") on 11 September 2026, where it was informed that DNB Bank ASA has committed USD 280 million of financing to the Company through a USD 250 million bridge loan facility and an extension of the existing USD 30 million revolving credit facility (the “New Financing”).
Binding and final agreements for the New Financing have now been entered into and represent a significant milestone for the Company:
- The New Financing has an initial cost of SOFR + 500bps, 12-month tenor and bullet repayment at maturity and represents an attractive source of financing for the Company
- Proceeds from the New Financing are expected to fully fund the Company until commencement of new contracts with Petrobras for DS Carolina and SSV Victoria, currently expected in January 2027
- Following commencement of the new DS Carolina and SSV Victoria contracts, the Company is expected to pursue a refinancing of its balance sheet, targeting a capital structure that reflects the Company’s contracted backlog and maximizes its dividend-paying potential
- The New Financing is not contingent on closing of the announced letter of intent with SED Energy Holdings for a stock-for-stock combination
Further, Ventura Offshore Midco Ltd. (the "Issuer") has today given notice to the Bond Trustee (the "Call Notice") that the Issuer wishes to exercise the call option and redeem all of the outstanding bonds at a price equal to 101.50 per cent of the nominal amount plus any accrued and unpaid interest on the redeemed amount pursuant to paragraph (a) of Clause 10.2 (Voluntary early redemption – Call Option) of the Bond Terms originally dated 16 April 2024 (as amended and restated on 27 July 2024, the "Bond Terms").
The settlement date shall be the date falling ten (10) Business Days after the date of this Call Notice, being 22 October 2026 (the "Call Option Redemption Date"). The record date for the call option will be 20 October 2026 (the "Record Date").
The completion of the Call Option is conditional upon all conditions precedent for utilisation under the New Financing having been, or will be by the Record Date, either satisfied or waived no later than 19 October 2026 (the "Redemption Condition"). The Issuer will notify the Bond Trustee and the Bondholders upon satisfaction or waiver of the Redemption Condition.