Dated: August 1, 2014
Pursuant to Section 3.03 of the Indenture, dated as of December 21, 2009, among, inter alios, Expro Finance Luxembourg S.C.A. (the “Company”), the guarantors named therein, Deutsche Trustee Company Limited as trustee (the “Trustee”), Deutsche Bank Trust Company Americas as transfer agent, registrar and principal paying agent (the “Paying Agent”), and Deutsche Bank AG, London Branch, as security agent (the “Indenture”), pursuant to which the Notes were issued, notice is hereby given that the Company has elected to, and will, subject to satisfaction of the Condition (as defined below) redeem $1,091,493,000 in aggregate principal amount of its outstanding Notes on September 2, 2014 (the “Redemption Date”) as permitted under Article 3 of the Indenture and paragraph 5 of the Notes. Capitalized terms used but not defined herein shall have the meanings given in the Indenture.
Condition to the Redemption:
This redemption will be subject to the condition that the Company has received, in its good faith determination, amounts from a new financing sufficient to redeem the Notes on or prior to the Redemption Date (the “Condition”). The Company reserves the right to revoke this redemption notice if the Condition is not satisfied.
An aggregate principal amount of $1,091,493,000 of the Notes will be redeemed, consisting of:
ISIN: USL34638AA17 and CUSIP: L34638 AA1 (for the Notes issued pursuant to Regulation S);
ISIN: US302203AA29 and CUSIP: 302203 AA2 (for the Notes issued pursuant to Rule 144A).
The Notes will be redeemed at a redemption price (the “Redemption Price”) of 104.250% of the principal amount thereof.
An aggregate amount of accrued and unpaid interest up to, but excluding, the Redemption Date will also be paid in the amount of $19,586,235.50.
After the Redemption Date, the Notes will be cancelled.
The Redemption Price will be paid to Holders on or after the Redemption Date. Unless the Company defaults in paying the Redemption Price, interest on the Notes called for redemption will cease to accrue on and after the Redemption Date.
Payment will be made on the Redemption Date upon presentation and surrender of the Notes at the office of the Paying Agent at the following address:
If by mail or overnight courier:
DB Services Americas,
Inc 5022 Gate Parkway Suite 200
MS JCK01-0218 Jacksonville,
For Information call 1-800-735-7777
The method of delivery of the Notes is at option and risk of the Holders but, if mail is used, registered mail is recommended for your protection.
Under current U.S. federal income tax law, backup withholding, at a rate of 28%, generally may apply to the payment of gross redemption proceeds, unless (i) in the case of a non-corporate Holder that is a beneficial owner of Notes and that is a United States person (as determined for U.S. federal income tax purposes), the paying agent has received a properly completed IRS Form W-9 setting forth the Holder’s taxpayer identification number, or (ii) the Holder otherwise establishes an exemption. A Holder that is a beneficial owner of Notes and that is not a United States person (as determined for U.S. federal income tax purposes) generally may establish an exemption from backup withholding by providing to the paying agent an applicable IRS Form W-8, upon which it certifies its foreign status. This notice was not intended or written to be used, and cannot be used, for the purpose of avoiding tax-related penalties under federal, state, or local tax law.
The ISIN and CUSIP numbers indicated above are included solely for the convenience of the Holders of the Notes. The Company is not responsible for the use or selection of these numbers, nor is any representation made as to the correctness or accuracy of such numbers printed on the Notes or as listed in this notice of redemption.
Contact details of the Paying Agent:
DB Services Americas, Inc
5022 Gate Parkway Suite 200
Jacksonville, FL 32256
For Information call 1-800-735-7777
Notice given by: Expro Finance Luxembourg S.C.A.