/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TSX SYMBOL: TDG; TDG.DB
CALGARY, Dec. 2 /CNW/ - Trinidad Drilling Ltd. ("Trinidad" or the "Company") announced today that it plans to offer, through private placement, US$450 million aggregate principal amount of senior unsecured notes due in January 2019 (the "Notes"). In conjunction with the closing of the Notes offering, Trinidad expects to enter into a new senior secured revolving credit facility (the "New Credit Facility") expiring in December 2014 comprised of two tranches; a C$200 million revolving tranche and a US$100 million revolving tranche.
Trinidad expects to use the net proceeds from the Notes offering to redeem its outstanding 7.75% Convertible Unsecured Subordinated Debentures due July 2012 (the "Debentures") which total approximately C$354 million, and repay a portion of the indebtedness outstanding under the Company's existing revolving credit facilities and term loans which mature in 2012.
Following the closing of the Notes offering and the New Credit Facility, Trinidad expects to redeem its Debentures. The Debentures are redeemable at their principal amount plus accrued and unpaid interest after December 31, 2010. The New Credit Facility is expected to replace the Company's existing revolving credit facility and term loan debt which mature in 2012.
The purposes of the Notes offering and the New Credit Facility are to:
- simplify the Company's capital structure by the elimination of the Debentures; - provide flexibility in the Company's balance sheet through penalty- free debt repayment under the New Credit Facility over the next four years, allowing continued strategic growth balanced with debt reduction; - extend maturities from 2012 to 2014 and early 2019; and - allocate the Company's indebtedness between U.S. and Canadian dollars in a manner that better reflects the Company's growing U.S. and international operations.
Following is a summary of existing facilities and the new facilities following the closing of the Notes offering, the New Credit Facility and the redemption of the Debentures:
At Sept 30, Following Facility 2010 Refinancing ------------------------------------------------------------------------- Canadian dollar revolver, due April 2012(1) C$150 million - U.S. dollar revolver, due April 2012(2) US$100 million - Canadian dollar term debt, due April 2012 C$67 million - U.S. dollar term debt, due April 2012(3) US$84 million - 7.75% Convertible Debentures due July 2012 C$354 million - Canadian dollar revolver, due Dec 2014 - C$200 million U.S. dollar revolver, due Dec 2014 - US$100 million Senior Unsecured Notes due Jan 2019 - US$450 million (1) At Sept 30, 2010 approximately C$71 million drawn on this facility (2) At Sept 30, 2010 approximately US$15 million drawn on this facility (3) Includes approximately US$5 million due May 2011
The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933 (the "Securities Act") and outside the United States to persons other than U.S. persons in reliance on Regulation S under the Securities Act. The offer and sale of the notes will not be registered under the Securities Act and the notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Trinidad is a growth-oriented corporation that trades on the Toronto Stock Exchange (TSX) under the symbol TDG and TDG.DB. Trinidad's divisions operate in the drilling, well-servicing, coring and barge-drilling sectors of the North American oil and natural gas industry with operations in Canada, the United States and Mexico. Trinidad is focused on providing modern, reliable, expertly designed equipment operated by well-trained and experienced personnel. Trinidad's drilling fleet is one of the most adaptable, technologically advanced and competitive in the industry.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the shares in any jurisdiction. The shares offered will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States or to a United States person, absent registration, or an applicable exemption therefrom.
This document contains certain forward-looking statements relating to Trinidad's plans, strategies, objectives, expectations and intentions. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this document. The forward-looking information and statements included in this document are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements. In particular, but without limiting the foregoing, this document may contain forward-looking information and statements pertaining to the existence of operating risks inherent in the oilfield services industry; assumptions respecting capital expenditure programs and other expenditures by oil and gas exploration and production companies; assumptions regarding commodity prices, in particular oil and natural gas; assumptions respecting supply and demand for commodities, in particular oil and natural gas; assumptions regarding foreign currency exchange rates and interest rates; the existence of regulatory and legislative uncertainties; the possibility of changes in tax laws; general economic conditions including the capital and credit markets; Trinidad's ability to complete the offering of the Notes, Trinidad's ability to enter into the New Credit Facility and Trinidad's ability and continued desire to redeem the Notes. Trinidad cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this document speak only as of the date of this document and Trinidad assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.