- The Special Committee admits to having made their decision based solely on the views and interests of a self-selected group of insiders and unsecured noteholders who will disproportionately benefit from the insider deal
- Independent analysts agree that the Wilks' Superior Alternative Proposal is "unambiguously" a financially superior transaction
- Shareholders should not be intimidated into supporting the inferior and flawed insider deal by thinly-veiled threats made by the Special Committee
- If shareholders reject the insider deal, Wilks' Superior Alternative Proposal, the full details of which are available at www.afaircalfrac.com, will remain available to the Company
CISCO, Texas, Aug. 18, 2020 /CNW/ - Wilks Brothers, LLC ("Wilks") responds to the August 17, 2020 announcement of Calfrac Well Services Ltd. ("Calfrac" or the "Company") (TSX: CFW) that the Company's special committee of directors (the "Special Committee") determined that Wilks' proposed alternative recapitalization transaction (the "Superior Alternative Proposal") is not a "Superior Proposal" as defined in the support agreements for the management-led recapitalization transaction (the "Initial Management Transaction"), and that the Company will continue to seek approval for the Initial Management Transaction at meetings of noteholders and shareholders to held on September 17, 2020.
The Special Committee's determination is deeply troubling as the announcement stated that the Special Committee's rejection of the Superior Alternative Proposal was based solely on the lack of support from a small group of self-selected unsecured noteholders and not on a determination that the Superior Alternative Proposal did not provide better recoveries to stakeholders and enhance the Company's financial condition.
The Special Committee provided market participants with no analysis or comparison of the economic benefits and consequences to the Company and its stakeholders of the Superior Alternative Proposal versus the Initial Management Transaction. This is undoubtedly because the Special Committee and the Company recognize that, in fact, the Wilks proposal delivers superior recoveries across the Company's capital structure and results in a stronger, more sustainable, capital structure for Calfrac.
Independent analysts agree:
"In our view, the new Wilks Bros restructuring proposal is unambiguously superior to the original proposal for equity holders and 2nd lien noteholders." – Raymond James Ltd., August 4, 2020
"We believe that should the Wilks proposal succeed, Calfrac's survivability would be materially improved and have raised our target from zero to $0.15 (13.5x 2021 EV/EBITDA) and rating to Market Perform from Reduce on the potential success of the deal and deleveraging of the Company." – Cormark Securities Inc., August 5, 2020
Wilks encourages all stakeholders to review its Term Sheet, available at www.afaircalfrac.com, for full details on the Superior Alternative Proposal.
In Wilks' view, the Board failed to adequately discharge their fiduciary duties by giving undue power to a self-selected group of unsecured creditors, thereby unfairly disregarding the interests of other stakeholders. This small group of unsecured creditors now controls Calfrac's restructuring process and will acquire a controlling position in the Company's equity should the inferior Initial Management Transaction proceed.
Calfrac threatens that, should shareholders fail to approve the Initial Management Transaction, they may effectively be wiped out if the Company is forced to consider an alternative transaction. That is simply not true. There is a fair and viable alternative transaction on the table, the Superior Alternative Proposal, which provides far superior recoveries to all stakeholders, including shareholders. Wilks commits that its Superior Alternative Proposal will remain available to the Company if shareholders reject the Initial Management Transaction.
Shareholders are encouraged to vote their shares AGAINST the Initial Management Transaction in order to stop this self-enrichment at their expense.
Wilks will vote all of its sharesi AGAINST the inferior and flawed Initial Management Transaction and strongly recommends that its fellow shareholders do the same.
Voice Your Support / Questions
Stakeholders who wish to voice their support for the Superior Alternative Proposal, or who have questions, may contact our communications advisor, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at [email protected].
Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent. Based upon publicly available information, Calfrac's registered office is at 4500, 855-2nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.
i Wilks, together with Dan and Staci Wilks, hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management discussion and analysis, prepared as of July 29, 2020, that as at July 29, 2020 there are 145,171,194 Common Shares outstanding.
SOURCE Wilks Brothers LLC