KCA Deutag announces proposed bond redemption

ABERDEEN, January 6, 2025 – KCA Deutag today announces the proposed conditional redemption in full of the following:

• $500,000,000 9.875% Senior Secured Notes due 2025, issued by KCA Deutag UK Finance Plc pursuant to an indenture dated December 21, 2020;
• $250,000,000 Senior Secured Floating Rate Notes due 2025, issued by KCA Deutag UK Finance Plc pursuant to an indenture dated October 27, 2022; and
• $200,000,000 15.0% / 17.5% Payment-in-Kind Toggle Notes due 2027, issued by KCA Deutag PIKCO Plc pursuant to an indenture dated October 27, 2022.

The redemption date is scheduled for January 16, 2025.

On July 25, 2024, KCA Deutag International Limited (the Company) issued a press release announcing the signing of a definitive agreement under which the entire issued share capital of the Company will be acquired by Helmerich & Payne, Inc. (the Purchaser and such transaction, the Acquisition). The completion of the redemption is conditioned upon (i) completion of the Acquisition; (ii) receipt from the Purchaser or a person on behalf of the Purchaser of sufficient funds to pay the redemption price payable to the relevant holders on or before the redemption date; and (iii) the satisfaction of any additional conditions required pursuant to the relevant indentures (the Conditions). The relevant issuer may revoke, extend or amend the applicable proposed conditional redemption, in full or in part, in its discretion, at any time prior to the redemption date. In particular, in the relevant issuer’s discretion, the redemption date in respect of the applicable notes may be delayed until such time as any or all of the Conditions are satisfied or the applicable conditional notice of redemption may be rescinded in the event that any or all such Conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

Important Notice

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or the United States of America or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the United States of America. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or the United States of America. There will be no public offer of the securities in any jurisdiction.

The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.

This document has been prepared on the basis that there was no public offering in connection with this transaction nor will there be a public offering of securities.

Forward-looking statements and projections

Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the company, or persons acting on its behalf, may issue.