NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
CALGARY , May 9, 2018 /CNW/ - Calfrac Holdings LP (the "Company") has today invited holders of the securities listed below (the "Securities") to tender any and all of their Securities for purchase by the Company for cash (the "Tender Offer"), on the terms of, and subject to the conditions contained in, a tender offer memorandum dated May 9, 2018 (the "Tender Offer Memorandum"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.
Title of Securities
U.S.$600,000,000 7.50% Senior Notes
Calfrac Holdings LP
(1) Plus accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date.
Rationale for the Tender Offer
The Tender Offer is being made by the Company as part of the Company's ongoing pro-active capital management.
Securities purchased by the Company pursuant to the Tender Offer will be cancelled and will not be re- issued or re-sold. Securities which have not been successfully submitted and accepted for purchase pursuant to the Tender Offer will remain outstanding after the Settlement Date. The Company has announced that after the Expiration Time, it intends to redeem the remaining Securities on or promptly after June 8, 2018 at the then-applicable redemption price of 101.250%. If it does not, it may, from time to time, purchase additional Securities in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or may redeem Securities pursuant to the terms of the indenture governing the Securities. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Securities (the "Holders") 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.
Holders who validly tender (and do not validly withdraw) their Securities at or prior to the Expiration Time and accepted for purchase pursuant to the Tender Offer, will receive on the Settlement Date the Purchase Price and any Accrued Interest Amount (collectively, the "Tender Consideration").
The "Purchase Price" payable for the Securities validly tendered and accepted pursuant to the Tender Offer at or prior to the Expiration Time and accepted for purchase pursuant to the Tender Offer shall be U.S. $1,013.70 for each U.S. $1,000 principal amount of Securities.
The "Accrued Interest Amount" is the amount in cash (rounded to the nearest U.S. $0.01 , with U.S. $0.005 rounded upwards) of accrued and unpaid interest per each U.S. $1,000 principal amount of Securities validly tendered (and not validly withdrawn) for purchase by a Holder and accepted by the Company from and including the immediately preceding interest payment date for such Securities to but excluding the Settlement Date and will be calculated on the basis of the current and prevailing interest rate.
The calculation of the Accrued Interest Amount by or on behalf of the Company will be final and binding, absent manifest error.
The Company reserves the right at any time to waive any or all of the Conditions of the Tender Offer.
If the Company decides to accept for purchase any validly tendered Securities, then all Securities validly tendered (and not validly withdrawn) will be accepted for purchase in full.
Tender Offer Period and Results
The Tender Offer commenced today, May 9, 2018 and will end at the Expiration Time, unless extended, re-opened, and/or terminated as provided in the Tender Offer Memorandum.
The relevant deadline set by any intermediary for the submission of Electronic Offer Instructions will be earlier than this deadline.
The result of the Tender Offer is expected to be announced on May 23, 2018 . The acceptance of Securities for purchase is conditional on the satisfaction or waiver, in the sole discretion of the Company, of the conditions, including the Financing Condition (as defined in the Tender Offer Memorandum), of the Tender Offer as provided in the Tender Offer Memorandum. The Settlement Date for the Tender Offer is expected to be May 30, 2018 . In order to receive the Tender Consideration, holders of Securities must validly tender (and not validly withdraw) their Securities by the Expiration Time, by delivering, or arranging to have delivered on their behalf, a valid Electronic Offer Instruction that is received by the Information and Tender Agent by the Expiration Time. If any holder of Securities wishes to tender its Securities but such holder cannot comply with the procedures for submission of a valid Electronic Offer Instruction by the Expiration Time, such holder may tender its Securities according to the guaranteed delivery procedures, as further described in the Tender Offer Memorandum.
The Securities are denominated, and accordingly can only be tendered by Holders, in the applicable Minimum Denomination, being U.S. $2,000 and in excess integral multiples of U.S. $1,000 thereafter. Offers to Sell which relate to a nominal amount of Securities of less than the applicable Minimum Denomination will be rejected.
See the Tender Offer Memorandum for further details on submitting an Electronic Offer Instruction or the guaranteed delivery procedures.
Once the Company has announced the results of the Tender Offer in accordance with applicable law, the Company's acceptance of Electronic Offer Instructions (including, where applicable, any notice of guaranteed delivery) in accordance with the terms of the Tender Offer will be irrevocable. Electronic Offer Instructions (including, where applicable, any notice of guaranteed delivery) which are so accepted will constitute binding obligations of the submitting Holders and the Company to settle the Tender Offer.
Announcements in connection with the Tender Offer will be made by the issue of a press release through a Notifying News Service or by the delivery of notices to DTC for communication to Direct Participants. Copies of all announcements, press releases and notices can also be obtained from the Information and Tender Agent, the contact details for which are set out below.
The following table sets out the expected dates and times of the key events relating to the Tender Offer. This is an indicative timetable and is subject to change.
Times and Dates
Commencement of the Tender Offer
May 9, 2018
5:00 p.m. (New York City time) on May 22, 2018
Announcement of Offer Results
Announcement of whether the Company will accept, on
As soon as reasonably practicable on May 23, 2018
Guaranteed Delivery Date
Deadline for the delivery of any Securities for which
5:00 p.m. (New York City time) on May 24, 2018
Settlement of the Tender Offer and payment of the Tender
Expected to take place on May 30, 2018
Subject to applicable securities laws and the terms set within the Tender Offer Memorandum, the Company reserves
Global Bondholder Services Corporation has been appointed by the Company as Information and Tender Agent (the "Information and Tender Agent") for the purposes of the Tender Offer.
RBC Capital Markets, LLC has been appointed as Dealer Manager for the purposes of the Tender Offer.
Holders of Securities may access the Tender Offer Memorandum and the form of notice of guaranteed delivery (as described in the Tender Offer Memorandum) at http://www.gbsc-usa.com/Calfrac/.
Requests for information in relation to the Tender Offer should be directed to the Dealer Manager:
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, NY 10281
United States of America
U.S. Toll Free: +1 (877) 381 2099
Collect: +1 (212) 618 7843
Attention: Liability Management Group
Requests for information in relation to the procedures for tendering Securities in the Tender Offer and the submission of Electronic Offer Instructions or for copies of the Tender Offer Memorandum, form of guaranteed delivery (as described in the Tender Offer Memorandum) or related documents should be directed to:
THE INFORMATION AND TENDER AGENT
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866) 470-3700
NOTICE AND DISCLAIMER
Subject to applicable law, the Company or any of its affiliates may at any time and from time to time following completion or cancellation of the Tender Offer purchase or exchange or offer to purchase or exchange remaining outstanding Securities or issue an invitation to submit offers to sell Securities (including, without limitation, those tendered pursuant to the Tender Offer but not accepted for purchase) through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, in each case on terms that may be more or less favorable than those contemplated by the Tender Offer.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Tender Offer. If any holder of Securities is in any doubt as to the action it should take, it is recommended to seek its own legal, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Company, the Dealer Manager, the Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Tender Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Manager and the Information and Tender Agent to inform themselves about and to observe any such restrictions.
The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell Securities (and Offers to Sell will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Tender Offer to be made by a licensed broker or dealer or similar and the Dealer Manager or any of the Dealer Manager's respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
Each Holder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to an Offer to Sell pursuant to the Tender Offer from a Holder that is unable to make these representations may be rejected. Each of the Company, the Dealer Manager and the Information and Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of Securities for purchase pursuant to a Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such Offer to Sell may be rejected.
SOURCE Calfrac Well Services Ltd.
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