Acuris Finance US, Inc

 Acuris Finance US, Inc. and Acuris Finance S.à r.l. announce launch of consent solicitation relating to:

July 29, 2024 – Acuris Finance US, Inc (the “U.S. Issuer”) and Acuris Finance S.à r.l. (the “Luxembourg Issuer” and together with the U.S. Issuer, each an “Issuer” and collectively, the “Issuers”) today announced that they launched a solicitation (the “Solicitation”) for consents (the “Consents”) from holders of the Issuers’ 5.000% Senior Secured Notes due 2028 (the “Notes”) to approve the proposed amendment of certain provisions of the indenture governing the Notes, dated as of May 13, 2021 (as supplemented on June 10, 2021, October 19, 2021, April 12, 2022, September 15, 2022, February 17, 2023, August 21, 2023 and February 5, 2024, the “Indenture”), among the Issuers, the guarantors party thereto (the “Guarantors”), Kroll Trustee Services Limited, as trustee and security agent (the “Trustee”), The Bank of New York Mellon, London Branch, as paying agent (the “Paying Agent”), and The Bank of New York Mellon SA/NV, Dublin Branch, as transfer agent and registrar (together with the Paying Agent, the “Agents”).

The primary purpose of the proposed amendment is to generally align certain terms of the Notes with the terms of the Issuers’ $500,000,000 9.000% Senior Secured Notes due 2029 expected to be issued on or about August 8, 2024 (collectively, the “Proposed Amendments”).

The Consent Solicitation Statement

The Solicitation is being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated as of the date hereof (the “Consent Solicitation Statement”), copies of which can be requested from Kroll Issuer Services Limited (the “Information, Tabulation and Payment Agent”) at the contact details below. A holder of the Notes may also contact BNP Paribas Securities Corp. (the “Solicitation Agent”) at the contact details below in connection with the Solicitation. The Issuers may, in their sole discretion, terminate, extend or amend the Solicitation at any time as described in the Consent Solicitation Statement. Timetable for the Solicitation

Timetable for the Solicitation

The Solicitation will expire at 5:00 p.m., New York City time, on August 5, 2024, unless extended by the Issuers in their sole discretion (such date and time, as it may be extended, the “Expiration Time”).

General

Terms and expressions used but not defined herein shall have the meanings given to them in the Consent Solicitation Statement.

Holders of the Notes are urged to review the Consent Solicitation Statement for the terms of the Solicitation and the procedures for consenting to the Proposed Amendments. Before making a decision with respect to the Solicitation, Holders should carefully consider all of the information in the Consent Solicitation Statement and, in particular, the risk factors described in the section entitled “Certain Significant Considerations”. Any persons with questions regarding the Solicitation should contact the Information, Tabulation and Payment Agent using the contact details below.

Each Holder must make its own decision as to whether or not to deliver Consent Instructions. If any Holder is in any doubt as to the action it should take, it is recommended to seek independent advice from its appropriately authorized accountant, financial advisor, tax advisor or legal advisor immediately.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or to validly revoke their instruction to participate in, the Solicitation by the deadlines specified in the Consent Solicitation Statement. The deadlines set by any such intermediary and DTC for the submission and (where permitted) revocation of Consents may be earlier than the deadlines specified in the Consent Solicitation Statement.

Information, Tabulation and Payment Agent

Kroll Issuer Services Limited

 The Shard, 32 London Bridge Street

 SE1 9SG, London

 United Kingdom

 Telephone: +44 207 704 0880

 E-mail: ion@is.kroll.com

Solicitation Agent

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

Attn: Liability Management Group

Collect: +1 (212) 841-3059

Toll Free: +1 (888) 210-4358

Email: dl.us.liability.management@us.bnpparibas.com

Disclaimer

Under no circumstances shall this announcement or the Consent Solicitation Statement constitute an offer to buy, an offer of, or a solicitation of an offer to sell, securities in any jurisdiction.

The securities referenced in this announcement and the Consent Solicitation Statement may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from or in a transaction not subject to the registration requirement under the U.S. Securities Act of 1933, as amended. The securities mentioned in this announcement and the Consent Solicitation Statement are not, and will not be, registered in the United States.

The Solicitation shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state pursuant to Regulation (EU) 2017/1129 (as amended or superseded) or in the United Kingdom pursuant to Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

The making of the Solicitation may be restricted by law in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions. The Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Notes in any jurisdiction in which it is unlawful to make such solicitation or grant such consents. However, the Issuers may, in their sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the Solicitation to, and solicit consents from, persons in such jurisdiction.

The Consent Solicitation Statement has not been approved by an authorized person in the United Kingdom and is for distribution only to persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) fall within Article 43 of the Financial Promotion Order, (iv) are outside the United Kingdom or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Consent Solicitation Statement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Consent Solicitation Statement relates is available only to relevant persons and will be engaged in only with relevant persons. No part of the Consent Solicitation Statement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply.

The information contained in this announcement and the Consent Solicitation Statement is based upon information provided by the Issuers. None of the Information, Tabulation and Payment Agent, the Trustee, the Agents or any of their respective subsidiaries or any person who controls, or is a director, officer, employee or agent of any such persons have independently verified, and none of them make any representation or warranty, express or implied, or assume any responsibility as to, the accuracy or adequacy of the information contained in this announcement, the Consent Solicitation Statement or any document prepared in connection with the Solicitation or for any failure by the Issuers to disclose events or circumstances which may have occurred or may affect the significance or accuracy of any such information. No person has been authorized to give any information or make any representations other than those contained in the Consent Solicitation Statement. If given or made, such information or representations must not be relied upon as having been authorized by the Issuers, the Trustee, the Information, Tabulation and Payment Agent, the Agents or any other person.

This announcement and the Consent Solicitation Statement may include forward-looking statements. Words such as “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions are intended to identify forward-looking information or statements. All statements, other than statements of historical fact, included in this announcement and the Consent Solicitation Statement regarding the financial condition of the Issuers or regarding future events or prospects are forward- looking statements. The Issuers have based these forward-looking statements on management’s current view with respect to future events and financial performance. These views reflect the best judgment of the Issuers’ management but involve a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance or achievements. There is no intention to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.