CCS Corporation announces Debt Tender Offer

CALGARY, June 13 /CNW/ - CCS Corporation (f/k/a CCS Inc.) (the Issuer) announced today that it has commenced a cash tender offer to purchase any and all of its outstanding 11.000% Senior Notes due 2015 (the Notes). The full terms and conditions of the tender offer are set forth in the Offer to Purchase and related Letter of Transmittal, each dated today. The table below sets forth information with respect to the tender offer.

Title of
Notes
CUSIP / ISIN
Number
Aggregate
Principal
Amount
Outstanding
Tender Offer
Consideration (1)
Early Tender
Premium (1)
Total
Consideration(1)(2)
11.000%
Senior Notes
due 2015
12500VAA9/US12500VAA98
(Rule 144A)

C14802AA7/USC14802AA75
(Regulation S)
$312,000,000
$1,050.00
$30.00
$1,080.00
  1. Per $1,000 principal amount of Notes validly tendered and accepted for purchase.
  2. Inclusive of the Early Tender Premium.

The tender offer is scheduled to expire at 11:59p.m., New York City time, on July 11, 2011, unless extended or earlier terminated by the Issuer (the Expiration Date). Holders who tender their Notes before 5:00 p.m., New York City time, on June 24, 2011 (the Early Tender Date) will receive the total consideration, which includes an early tender premium. Holders who tender their Notes after the Early Tender Date, but before the Expiration Date will receive the tender offer consideration but not the early tender premium. To the extent the tender offer is not consummated, no payment will be made in respect of any Notes tendered in connection with the tender offer.

Under the terms of the tender offer for the Notes, the total consideration payable per $1,000 principal amount of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase by the Issuer is equal to $1,080.00, including the early tender premium. Holders who tender their Notes after the Early Tender Date wil receive the tender offer consideration, which is the total consideration minus the early tender premium of $30.00 per $1,000 principal amount of Notes.

Notes tendered may be withdrawn at any time prior to 5:00 p.m. New York City time, on the Early Tender Date and Notes tendered after the Early Tender Date and before the Expiration Date may not be withdrawn. Holders of validly tendered and accepted Notes wil receive accrued and unpaid interest from the last interest payment date through the day prior to the date the Notes are purchased.

The tender offer is subject to the satisfaction of certain conditions, including the receipt by the Issuer of net proceeds from a debt financing generating proceeds sufficient to repurchase the Notes tendered, including the early tender premium, accrued interest and costs and expenses incurred in connection therewith, to satisfy and discharge any Notes not tendered and accepted in the tender offer, and to pay for the amount required to repurchase the Issuer's outstanding 11.00% Senior Subordinated Notes due 2015. The Issuer cannot assure holders of the Notes that the conditions wil be satisfied, and the Issuer may in its sole discretion waive or modify any conditions to, or terminate or extend, the tender offer.

If not all Notes are validly tendered pursuant to the tender offer for the Notes, the Issuer may exercise its right to satisfy and discharge the indenture governing the Notes (the Indenture) as promptly as practicable after the Early Tender Date in accordance with the terms of the Indenture.

The Issuer has retained Goldman, Sachs & Co. to serve as dealer manager for the tender offer. The Issuer has retained D.F. King & Co., Inc. to serve as the depositary and as the information agent for the tender offer. Requests for documents may be directed to D.F. King & Co., Inc. by phone at (800) 859-8508 or (212) 269-5550 or in writing at 48 Wall Street -- 22nd Floor, New York, New York 10005. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at 200 West Street, New York, New York 10282-2198, Attn: Liability Management Group, U.S. Toll Free at (800) 828-3182 or Call Collect at (212) 855-9063.

This press release is for information purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal. None of the Issuer, the dealer manager and solicitation agent or the depositary and information agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements. The forward-looking statements contained herein include statements about our expectations for the terms and timing of the tender offer for the Notes, the proposed debt financing, the proposed satisfaction and discharge of the Notes not tendered in the tender offer and the proposed repurchase of our senior subordinated notes, and our ability to successfully effect any or all of the foregoing. These statements are subject to the general risks inherent in our business and in the credit markets and reflect our current expectations regarding these matters. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. The forward-looking statements are only as of the date made, and CCS Corporation does not undertake any obligation to (and expressly disclaims any obligation to) update any forward looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.

About CCS Corporation

CCS Corporation is the largest integrated oil and gas environmental services company in North America. We provide upstream oil and gas customers with a unique, integrated service offering that addresses environmental issues generated throughout the lifecycle of exploration, completion, production and abandonment of oil and gas wells. We are the market leader for waste management services for oil and gas companies in North America, and we also have leading positions in many of the markets and industries that we serve. We have an extensive network of operating facilities and infrastructure in the Western Canadian Sedimentary Basin, each of which requires special permits and approvals, and are capable of providing integrated services to our customers across the oil and gas exploration and production lifecycle.

SOURCE CCS Corporation

For further information:

Greg Duerr
Vice President Finance & Treasurer
(403) 718-1234
gduerr@ccscorporation.ca

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CCS Corporation

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