CALGARY – SECURE Energy Services Inc. (“SECURE”) (TSX: SES), announced that it has successfully closed its previously announced private offering (the “Offering”) of $200 million aggregate principal amount of 7.25% senior unsecured notes due December 30, 2026 (the “Notes”).
The Offering was underwritten by National Bank Financial Markets and BMO Capital Markets as joint bookrunners, and a syndicate of underwriters, including ATB Capital Markets as co-lead underwriter, and CIBC Capital Markets, TD Securities, HSBC and Scotiabank as co-managers.
On March 9, 2021, SECURE announced that it had entered into an arrangement agreement (the “Arrangement Agreement”) with Tervita Corporation (“Tervita”) to combine in an all-share transaction pursuant to which SECURE will acquire all of the issued and outstanding common shares of Tervita (the “Transaction”).
Concurrently with the closing of the Offering, the net proceeds of the Offering have been deposited into an escrow account pending the satisfaction of certain conditions, including the completion of the Transaction (the “Escrow Release Condition”). If the Arrangement Agreement is terminated or if the Escrow Release Condition is not satisfied, SECURE will be required to redeem the Notes at a redemption price equal to 100% of the aggregate initial issue price of the Notes plus accrued interest to, but not including, the redemption date.
In connection with the Transaction and subject to the satisfaction of the Escrow Release Condition, SECURE intends to use the net proceeds of the Offering: (i) to fund the redemption of approximately US$100 million of the US$500 million aggregate principal amount of 11.000% senior second lien secured notes of Tervita due 2025 (the “Tervita Notes”), at a redemption price of 105.500%, plus accrued and unpaid interest to, but not including, the redemption date; (ii) to repay outstanding indebtedness; and (iii) any remaining net proceeds from the Offering will be used to pay fees and expenses incurred in connection with the Offering and for general corporate purposes. SECURE currently expects the partial redemption of the Tervita Notes to occur as soon as practicable following the completion of the Transaction.
The Notes were conditionally offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), or any state securities laws, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
Certain statements contained in this press release constitute “forward-looking statements” and/or “forward-looking information” within the meaning of applicable securities laws (collectively referred to as “forward-looking statements”). When used in this press release, the words “achieve”, “anticipate”, “expect”, “intend” and “will”, and similar expressions, as they relate to SECURE or the combined company, or their respective management, are intended to identify forward-looking statements. Such statements reflect the current views of SECURE with respect to future events and operating performance and speak only as of the date of this press release.
In particular, this press release contains or implies forward-looking statements pertaining to: the use of proceeds of the Offering, the Transaction and the timing thereof, the repayment of certain indebtedness, the terms and timing of the partial redemption of the Tervita Notes, the satisfaction of the Escrow Release Condition and the timing thereof, and SECURE’s obligations if the Escrow Release Condition is not satisfied.
Forward-looking statements involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to under the heading “Risk Factors” in SECURE’s Annual Information Form for the year ended December 31, 2020, and the joint information circular of SECURE and Tervita dated May 6, 2021.
Although forward-looking statements contained in this press release are based upon what SECURE believes are reasonable assumptions, SECURE cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend, or assume any obligation, to update these forward-looking statements.