RDS Ultra-Deepwater, Ltd. Announces Tender Offer and Consent Solicitation for 11.875% Senior Secured Notes Due 2017

MEXICO CITY, Aug. 29, 2013 /PRNewswire/ -- RDS Ultra-Deepwater, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer") and a direct, wholly-owned subsidiary of Rubicon Drilling Services-Aluguer de Equipamentos Tecnologicos, Unipessoal, Lda. (Zona Franca da Madeira), a limited liability company organized under the laws of Portugal and registered in the Madeira Free Trade Zone Commercial Registry ("RDS"), today announced that it has launched a tender offer (the "Offer") and consent solicitation (the "Consent Solicitation") for holders of its outstanding 11.875% Senior Secured Notes due 2017, fully and unconditionally guaranteed on a senior secured basis by RDS (the "Notes"). The Issuer is offering to purchase for cash any and all of the outstanding Notes for the consideration described below:

Notes	CUSIP/ISIN Number	PrincipalAmount Outstanding	Tender Offer Consideration(l)	Consent Payment(2)	Total Consideration(3)
11.875% Senior Secured Notes due 2017	Rule 144A - 75524NAA6/ US75524NAA63	$270,000,000	$ 1,083.95	$ 30.00	$ 1,113.95
	Reg S - G73982AA1/ USG73982AA17
(1)Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Time (as defined below) and excluding accrued and unpaid interest. (2)Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Consent Deadline (as defined below), which will be paid together with the Tender Offer Consideration. (3)Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Consent Deadline, consisting of the Tender Offer Consideration and the Consent Payment.

The Offer will expire at 11:59 p.m., New York City time, on September 26, 2013 (the "Expiration Time"), unless extended by the Issuer in its sole discretion. Tendered Notes may be withdrawn until the withdrawal deadline, which will be the earlier of: (i) 5:00 p.m., New York City time, on September 12, 2013 (the "Consent Deadline"), unless extended by the Issuer in its sole discretion, and (ii) the time and date that a supplemental indenture effecting certain proposed amendments to indenture governing the Notes is executed. Tendered Notes may not be withdrawn after the withdrawal deadline unless required by law. The Offer is subject to the satisfaction of certain conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated August 29, 2013 (the "Statement") and in the related Letter of Transmittal and Consent (the "Letter of Transmittal"). In particular, the Offer is subject to a Financing Condition (as defined in the Statement) and the receipt of the consent of holders of at least a majority of the outstanding aggregate principal amount of the Notes (the "Majority Consent").

Holders who validly tender their Notes pursuant to the Offer must consent to certain amendments (the "Proposed Amendments") to the Notes Documents (as defined in the Statement), and holders may not deliver consents with respect to Notes without tendering the related Notes in the Offer. If the Majority Consent is obtained and the Proposed Amendments are adopted, substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes will be eliminated. If the consent of holders of at least 66 2/3% of the outstanding aggregate principal amount of the Notes is obtained, the Proposed Amendments will also release the security interest that holders of the Notes have in the Collateral (as defined in the Statement).

The settlement date in respect of any Notes that are validly tendered and not validly withdrawn at or prior to the Consent Deadline, and accepted by the Issuer for purchase in the Offer will be after the Consent Deadline, but prior to the Expiration Time and is expected to be on September 19, 2013. The settlement date in respect of any Notes that are validly tendered after the Consent Deadline, but at or prior to the Expiration Time, and accepted by the Issuer for purchase in the Offer will be promptly after the Expiration Time and is currently expected to be on September 30, 2013, two business days following the Expiration Time.

The Issuer currently intends to issue a notice of redemption pursuant to the optional redemption provisions of the indenture to redeem any Notes that remain outstanding following the Early Settlement Date. However, the Issuer is under no obligation to do so, and may elect not to do so on that date, or at all. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture.

This press release is not an offer to purchase or a solicitation of consents with respect to the Notes nor is it an offer to sell or a solicitation of an offer to buy any securities. The Offer and the Consent Solicitation are being made solely by the Statement and the Letter of Transmittal, which set forth the complete terms of the Offer and the Consent Solicitation.

For a complete statement of the terms and conditions of the Offer and the Consent Solicitation and the Proposed Amendments to the Notes Documents, holders of the Notes should refer to the Statement, which is being sent to all holders of record of the Notes. Questions concerning the terms of the Offer and the Consent Solicitation should be directed to the Dealer Manager and Solicitation Agent as follows:

Credit Suisse Securities (USA) LLC
Toll Free: 800-820-1653
Collect: 212-538-2147

Any questions regarding procedures for tendering Notes or requests for additional copies of the Statement, the Letter of Transmittal or other materials should be directed to the Information Agent as follows:

D.F King & Co., Inc. Banks and Brokers call: [phone] All others call Toll Free: [phone]

D.F. King (Europe) Limited By Telephone: [phone]

None of the Issuer, its sole director, RDS, the Trustee, the Collateral Agent, the Registrar and Paying Agent, the Information Agent and Tender Agent, and the Dealer Manager and Solicitation Agent (each as defined in the Statement), nor any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes and deliver, or refrain from delivering, consents pursuant to the Offer and the Consent Solicitation. Each holder must make its own decision as to whether to tender its Notes and deliver consents pursuant to the Offer and the Consent Solicitation and, if so, the principal amount of the Notes to tender.

RDS is the owner of Centenario GR, a sixth-generation Friede& Goldman ExD ultradeepwater, semi-submersible drilling rig. The Issuer is a wholly owned special purpose finance subsidiary of RDS that conducts no business operations. RDS and the Issuer are part of Grupo R, a group of companies dedicated to servicing the energy and industrial sectors in Mexico.

Some of the statements in this release may constitute forward-looking statements. Such statements are based on our current expectations and could be affected by numerous factors and are subject to various risks and uncertainties. Do not rely on any forward-looking statement, as we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

Contact:

RDS Ultra-Deepwater, Ltd.
c/o Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman KY1 1104
Cayman Islands

SOURCE RDS Ultra-Deepwater, Ltd.