Investor group reports holdings of convertible debentures of High Arctic
Energy Services Inc.
TORONTO, April 27 /CNW/ - Cyrus Capital Partners, L.P. ("CCP"), Cyrus Opportunities Master Fund II, Ltd. ("COMF") and FBC Holdings S.à.r.l. ("FBC" and together with CCP and COMF, the "Filing Parties") announced that on November 13, 2007, CCP acquired control or direction, direct or indirect, over $23 million in aggregate principal amount of 12% unsecured convertible subordinated debentures of High Arctic Energy Services Inc. (the "High Arctic") due December 31, 2012 (the "Debentures"), beneficial ownership of which was acquired on that date by way of private placement by High Arctic to each of COMF, Crescent 1, LP ("C1"), CRS Fund, Ltd. ("CRSF") and Cyrus Europe Master Fund, Ltd. ("CEMF" and together with COMF, C1 and CRSF, the "Funds"). As part of the private placement, COMF acquired beneficial ownership of $14,930,000 of the $23 million in aggregate principal amount of Debentures over which CCP acquired control or direction. C1, CRSF and CEMF acquired beneficial ownership of the remaining $8,070,000 in aggregate principal amount of such Debentures. On April 23, 2010, the Funds transferred beneficial ownership of all $23 million in aggregate principal amount of the Debentures to FBC. CCP is the investment manager of each of the Funds and exercises sole investment discretion over all investments held by each of them. COMF is the sole shareholder of FBC. CCP is one of two managers on the board of managers of FBC, and as the investment manager of COMF, the sole shareholder of FBC, is solely responsible for exercising investment discretion with respect to FBC.
CCP and the Funds acquired the Debentures on November 13, 2007 for $23 million, $14,930,000 of which was the consideration paid by COMF for the Debentures it acquired on that date. FBC acquired the Debentures on April 23, 2010 for aggregate consideration of $8,050,000, the market value of the Debentures at the time of transfer.
Subject to certain conditions and limitations the Debentures are convertible at the option of the holder or, in certain circumstances, High Arctic, into common shares of High Arctic ("Common Shares") on the basis of 617.2839 Common Shares for each $1,000 in principal amount of Debentures so converted. Accordingly, for purposes of Canadian securities laws, CCP may be deemed to have control or direction, direct or indirect, over 14,197,530 Common Shares into which the $23 million in aggregate principal amount of Debentures may be converted as at April 27, 2010 (or approximately 23.8% of the Common Shares outstanding on such date assuming the conversion in full of such Debentures). As a result of the acquisition by FBC from the Funds of all $23 million in aggregate principal amount of the Debentures, FBC, and its sole shareholder COMF, may each be deemed to beneficially own 14,197,530 Common Shares into which such Debentures may be converted as at April 27, 2010 (or approximately 23.8% of the Common Shares outstanding on such date assuming the conversion in full of such Debentures by FBC).
For purposes of calculating percentages of Common Shares beneficially owned or over which control or direction is exercised, directly or indirectly, the Filing Parties have assumed that there are 45,442,325 Common Shares outstanding as of March 11, 2010 as reported by High Arctic in its Management's Discussion & Analysis for the year ended December 31, 2010 filed on SEDAR on March 12, 2010 and available at www.sedar.com.
Other Information
CCP acquired control or direction over, and COMF and FBC acquired beneficial ownership of, directly or indirectly, the Debentures that are the subject of this report for investment purposes.
In connection with the investment by the Filing Parties in the Debentures, CCP may engage in communications with members of management and the board of directors of High Arctic, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors with respect to High Arctic. CCP intends to review the Filing Parties' investment in High Arctic on a continuing basis. Depending on various factors including, without limitation, High Arctic's financial position, the price levels of the Debentures or the Common Shares, conditions in the securities markets and general economic and industry conditions, CCP's, COMF's or FBC's business or financial condition and other factors and conditions CCP deems appropriate, the Filing Parties may in the future take such actions with respect to the investment by the Filing Parties in High Arctic as CCP deems appropriate including, without limitation, seeking board representation, making proposals to High Arctic concerning changes to the capitalization, ownership structure or operations of High Arctic, acquiring Common Shares, selling or otherwise disposing of some or all of the Debentures or such Common Shares. In addition, CCP may formulate other purposes, plans or proposals regarding High Arctic or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to above.
Neither the issuance of this news release in connection with the matters disclosed in this news release nor the filing by the Filing Parties of the report in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.
The address for each of the Filing Parties is set out below. For further information, including to obtain a copy of the report filed by the Filing Parties in accordance with applicable Canadian securities laws, contact CCP at the address specified below.
Cyrus Capital Partners, L.P. 399 Park Avenue, 39th Floor New York, NY 10022 United States of America Attn: Jennifer Pulick Tel: +1 (212) 380-5800 Cyrus Opportunities Master Fund II, Ltd. c/o Cyrus Capital Partners, L.P. 399 Park Avenue, 39th Floor New York, NY 10022 United States of America FBC Holdings S.à.r.l. 46A, Avenue J.F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg
For further information: Cyrus Capital Partners, L.P., 399 Park Avenue, 39th Floor, New York, NY, 10022, United States of America, Attn: Jennifer Pulick, Tel: (212) 380-5800
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