The purchase price for each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the tender offer will be determined at 2 p.m. New York City time on November 29, 2005, unless extended, in the manner described in the Offer to Purchase. The purchase price will be determined by a yield of fixed spread of 50 basis points over the bid side yield to maturity of the 3.00% U.S. Treasury Notes due November 15, 2007 (as quoted on Bloomberg Reference Page PX4 at 2 p.m. ET, on November 15, 2005) plus accrued and unpaid interest up to but excluding the applicable payment date, minus the $20 Consent Payment described below. The purchase price for the Notes will be announced by news release promptly after its determination. PGS will also, upon the terms and subject to the conditions set forth in the Offer to Purchase, make a consent payment of $20 per $1,000 principal amount of Notes to all holders of Notes for which consents have been validly delivered and not revoked on or prior to the Consent Payment Deadline. Holders who tender their notes after the Consent Payment Deadline will receive only the purchase price for their Notes and no Consent Payment. Holders tendering Notes will be required to consent to proposed amendments to the indenture governing the Notes, which will eliminate substantially all of the affirmative and restrictive covenants and certain events of default and related provisions contained in the indenture. Adoption of the proposed amendments requires the consent of at least a majority of the outstanding principal amount of the Notes. The consummation of the tender offer and consent solicitation is subject to the conditions set forth in the Offer to Purchase, including the receipt of consents of holders of Notes representing the majority in aggregate principal amount of the Notes and is conditioned on PGS obtaining the financing necessary to fund the tender offer and consent solicitation.
The tender offer will expire at 8:00 a.m., New York City time, on December 14, 2005, unless the offer is extended or terminated by PGS. PGS may, subject to certain restrictions, amend, extend or terminate the offer and consent solicitation at any time in its sole discretion without making any payments with respect thereto. Tendered Notes may not be withdrawn and consents may not be revoked after the Consent Payment Deadline, except in limited circumstances.
PGS has engaged UBS Investment Bank as dealer manager for the tender offer and solicitation agent for the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to the Liability Management Group at UBS at (888) 722-9555 x 4210 or (203) 719-4210. Requests for documentation should be directed to Global Bondholder Services Corp. at (866) 470-3900 or (212) 430-3774, the information agent for the tender offer and consent solicitation.
The Tender Offer and Solicitation of Consents are made solely on the terms and conditions set forth in the Offer to Purchase, dated November 15, 2005. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the company. It also is not a solicitation of consents to the proposed amendments to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.
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