Calfrac Holdings Prices its Tender Offer and Consent Solicitation for its
7.75% Senior Notes Due 2015
CALGARY, Nov. 17 /CNW/ - Calfrac Well Services Ltd. ("Calfrac") (TSX-CFW) announced today the determination of the tender offer consideration to be paid pursuant to the terms of the previously announced tender offer and consent solicitation by Calfrac Holdings LP ("Calfrac Holdings"), a Delaware limited partnership, which is indirectly wholly owned by Calfrac, for its 7.75% Senior Notes due 2015 (the "Notes"). The tender offer and consent solicitation are being made by Calfrac Holdings pursuant to an offer to purchase and consent solicitation statement (the "Offer to Purchase") and a related letter of transmittal and consent, each dated as of November 3, 2010.
Upon the terms and subject to the conditions of the tender offer, Calfrac Holdings will pay holders who validly tender and do not withdraw their Notes on or prior to 5:00 p.m., New York City time on November 17, 2010 (the "Consent Date"), total consideration of $1,055.71 for each $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the early payment date. The total consideration includes a consent payment equal to $30 per $1,000 principal amount of Notes tendered. Holders whose Notes are validly tendered and not withdrawn after the Consent Date and on or prior to 11:59 p.m., New York City time on December 2, 2010, will be eligible to receive the tender offer consideration, namely the total consideration minus the consent payment or $1,025.71 per $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the final payment date.
As described in more detail in the Offer to Purchase, the tender offer consideration for the Notes was determined as of 12:00 p.m., New York City time on November 17, 2010, based on a fixed spread of 50 basis points over the yield based on the bid price of 0.181% on the 0.875% U.S. Treasury Note due February 28, 2011.
The early payment date is expected to be November 18, 2010. The tender offer and consent solicitation will remain open for an additional 10 business days and will expire at 11:59 p.m., New York City time, on December 2, 2010, unless extended, and, subject to the satisfaction of the conditions set forth in the Offer to Purchase, Calfrac Holdings expects to accept for purchase and settle all Notes tendered after the Consent Date on the final payment date, which is expected to be December 3, 2010.
This press release does not constitute an offer to purchase any Notes or a solicitation of consents. Any offer to purchase the Notes or solicitation of consents will be made by means of an offer to purchase and consent solicitation statement and related letter of transmittal. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.
Calfrac Holdings has engaged RBC Capital Markets, LLC to act as dealer manager and solicitation agent for the tender offer and consent solicitation and Bondholder Communications Group, LLC to act as information and tender agent for the tender offer. Persons with questions regarding the tender offer and consent solicitation should contact RBC Capital Markets, LLC at (212) 618-7822 or (877) 381-2099 (toll-free). Requests for documents may be directed to Bondholder Communications Group, LLC at (212) 809-2663 or (888) 385-2663 (toll-free).
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, Mexico 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 concerning the completion of the tender offer and consent solicitation, as well as the completion of the offering and the use of proceeds of the offering. These forward-looking statements and information are based on certain key expectations and assumptions made by Calfrac. 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, prevailing economic conditions; commodity prices; sourcing, pricing and availability of raw materials, component parts, equipment, suppliers, facilities and skilled personnel; dependence on major customers; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; health, safety and environmental risks; exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals; and changes in legislation, including, but not limited to, tax laws, royalties and environmental regulations.
Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Additional information on these and other risk factors that could affect Calfrac's operations or financial results are included in Calfrac's annual information form and may be accessed through the SEDAR website (www.sedar.com). 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.
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For further information:
Douglas R. Ramsay Chief Executive Officer Telephone: (403) 266-6000 Fax: (403) 266-7381 Tom J. Medvedic Senior Vice President, Corporate Development Telephone: (403) 266-6000 Fax: (403) 266-7381 |
Laura A. Cillis Senior Vice President, Finance and Chief Financial Officer Telephone: (403) 266-6000 Fax: (403) 266-7381 |
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