CALGARY, May 23, 2018 /CNW/ - Calfrac Well Services Ltd. ("Calfrac") (TSX-CFW) is pleased to announce today the tender results for Calfrac Holdings LP's (the "Company") previously announced tender offer (the "Tender Offer") with respect to its outstanding 7.50% senior notes due 2020 (the "Existing Notes"). The Tender Offer expired at 5:00 p.m., New York City time, on May 22, 2018 (the "Expiration Time").
Calfrac announces that, according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, that approximately 80.76% of the outstanding principal amount of the Existing Notes, or $484,531,000, have been validly tendered and not validly withdrawn pursuant to the Tender Offer as of the Expiration Time.
All of the Existing Notes validly tendered and not withdrawn as of the Expiration Time will be accepted for purchase by the Company. The withdrawal deadline with respect to the Existing Notes has expired. Accordingly, validly tendered Existing Notes tendered through expiration of the Tender Offer may not be withdrawn, except as set forth in the Tender Offer Memorandum dated May 9, 2018 describing the terms of the Tender Offer (the "Offer Memorandum").
About the Tender Offer
The Tender Offer expired at 5:00 p.m., New York City time, on May 22, 2018. Payment for the Exiting Notes validly tendered and accepted for purchase prior to the Expiration Time and validly tendered and delivered (and not validly revoked) will be made promptly on the May 30, 2018 (the "Settlement Date"). Holders of Existing Notes tendered prior to the Expiration Time will receive the tender offer consideration of $1,013.70 per $1,000 principal amount of Existing Notes tendered. In addition, accrued and unpaid interest will be paid on the tendered Existing Notes up to but not including the Settlement Date. Any Existing Notes tendered and not accepted for purchase will be promptly returned to the tendering party following the expiration or termination of the Tender Offer.
The Tender Offer is conditioned on the satisfaction of certain conditions described in the Offer Memorandum. The Company may amend the conditions or extend or terminate the Tender Offer at its sole discretion.
Planned Redemption of Existing Notes
The Company intends to redeem the remaining Existing Notes not purchased on the Settlement Date on or promptly after June 8, 2018 at the then-applicable redemption price of 101.250% (the "Redemption"). If the Company does not complete the Redemption, it may, from time to time, purchase additional Existing Notes in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or may redeem the Existing Notes pursuant to the terms of the indenture governing the Existing Notes. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Existing Notes than the terms of the Tender Offer. Any future purchases by the Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company will choose to pursue in the future.
The Company has engaged RBC Capital Markets, LLC to act as dealer manager for the Tender Offer and Global Bondholder Services Corporation to act as information and tender agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact RBC Capital Markets, LLC at (212) 618-7843 or (877) 381-2099. Requests for documents may be directed to Global Bondholder Services Corporation at (212) 430-3774 or (866) 470-4300.
Calfrac's common shares are publicly traded on the Toronto Stock Exchange under the trading symbol "CFW". Calfrac provides specialized oilfield services to exploration and production companies designed to increase the production of hydrocarbons from wells drilled throughout western Canada, the United States, Russia and Argentina.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and information relating to the settlement of the Existing Notes tendered and accepted by the Company in the Tender Offer and the Company's planned redemption of the Existing Notes not tendered in the Tender Offer and potential alternative methods of purchasing the remaining untendered Existing Notes.
These forward-looking statements and information are based on certain key expectations and assumptions made by Calfrac in light of its experience and perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances, including, but not limited to, the following: the economic and political environment in which Calfrac operates; Calfrac's expectations for its customers' capital budgets and geographical areas of focus; the effect unconventional oil and gas projects have had on supply and demand fundamentals for oil and natural gas; Calfrac's existing contracts and the status of current negotiations with key customers and suppliers; the effectiveness of cost reduction measures instituted by Calfrac; and the likelihood that the current tax and regulatory regime will remain substantially unchanged.
Although Calfrac believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as Calfrac cannot give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with: global economic conditions; the level of exploration, development and production for oil and natural gas in Canada, the United States, Russia and Argentina; the demand for fracturing and other stimulation services during drilling and completion of oil and natural gas wells; volatility in market prices for oil and natural gas and the effect of this volatility on the demand for oilfield services generally; excess oilfield equipment levels; regional competition; the availability of capital on satisfactory terms; restrictions resulting from compliance with debt covenants and risk of acceleration of indebtedness; direct and indirect exposure to volatile credit markets, including credit rating risk; sourcing, pricing and availability of raw materials, component parts, equipment, suppliers, facilities and skilled personnel; currency exchange rate risk; risks associated with foreign operations; operating restrictions and compliance costs associated with legislative and regulatory initiatives relating to hydraulic fracturing and the protection of workers and the environment; changes in legislation and the regulatory environment; dependence on, and concentration of, major customers; liabilities and risks, including environmental liabilities and risks, inherent in oil and natural gas operations; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; liabilities and risks associated with prior operations; liabilities relating to legal and/or administrative proceedings; failure to maintain Calfrac's safety standards and record; failure to realize anticipated benefits of acquisitions and dispositions; the ability to integrate technological advances and match advances from competitors; intellectual property risks; third party credit risk; and the effect of accounting pronouncements issued periodically. The forward-looking statements and information contained in this press release are made as of the date hereof and Calfrac does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Calfrac Well Services Ltd.