Calfrac Announces Pricing of US$150 Million Add-on Offering of Senior Notes
CALGARY, Oct. 3, 2013 /CNW/ - Calfrac Well Services Ltd. ("Calfrac") (TSX-CFW) announced today that Calfrac Holdings LP ("Calfrac Holdings"), a Delaware limited partnership which is indirectly wholly owned by Calfrac, priced an offering of US$150 million aggregate principal amount of its 7.50% senior notes due 2020 (the "notes") at an issue price of 99.625% of the aggregate principal amount of the notes plus accrued interest from June 1, 2013. The notes will be issued as additional notes under the indenture pursuant to which Calfrac Holdings previously issued US$450 million aggregate principal amount of its 7.50% senior notes due 2020 (the "existing notes"). The notes will be treated together with the existing notes as a single series of debt securities, and will have the same terms as and be fungible with the existing notes. Calfrac and Calfrac Well Services Corp., its wholly owned subsidiary and a Colorado corporation, will fully and unconditionally guarantee the notes. The offering is expected to close on or about October 8, 2013, subject to the satisfaction of customary closing conditions.
Calfrac Holdings intends to use the net proceeds from the offering of the notes to repay indebtedness under Calfrac's credit facilities that was incurred in connection with Calfrac's previously announced acquisition of all of the operating assets of Mission Well Services, LLC.
The notes will be sold to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. Any offers of the notes will be made only by means of a confidential offering memorandum. The notes will not be registered under the Securities Act or any applicable state securities law, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or pursuant to available exemptions from such registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, and there shall not be any sale of the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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 offering of the notes by Calfrac Holdings. Although Calfrac believes that the expectations 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; commodity price and 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.
SOURCE Calfrac Well Services Ltd.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 and
Interim Chief Financial Officer
Telephone: (403) 266-6000
Fax: (403) 266-7381