SECURE Energy Services Inc. Announces $200 Million Senior Unsecured Note Financing
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION ON TO UNITED STATES NEWSWIRE SERVICES/
(All financial figures are approximate and in Canadian dollars unless otherwise noted)
CALGARY, AB , June 21, 2021 /CNW/ - SECURE Energy Services Inc. (" SECURE ") (TSX: SES), announced today that it has entered into an underwriting agreement to sell, pursuant to a private placement (the " Offering "), $200 million aggregate principal amount of 7.25% senior unsecured notes due December 30, 2026 (the " Notes ").
The Offering is being underwritten by National Bank Financial Markets and BMO Capital Markets, as joint bookrunners, ATB Capital Markets as co-lead underwriter, and CIBC Capital Markets, TD Securities, HSBC and Scotiabank as co-managers.
On March 9, 2021 , SECURE announced that it had entered into an arrangement agreement (the " Arrangement Agreement ") with Tervita Corporation (" Tervita ") to combine in an all-share transaction pursuant to which SECURE will acquire all of the issued and outstanding common shares of Tervita (the " Transaction ").
Concurrently with the closing of the Offering, the net proceeds of the Offering will be deposited into an escrow account pending the satisfaction of certain conditions, including the completion of the Transaction (the " Escrow Release Condition "). If the Arrangement Agreement is terminated or if the Escrow Release Condition is not satisfied, SECURE will be required to redeem the Notes at a redemption price equal to 100% of the aggregate initial issue price of the Notes plus accrued interest to, but not including, the redemption date. Subject to the satisfaction of customary closing conditions, the Offering is expected to close on or about June 30, 2021 .
In connection with the Transaction and subject to the satisfaction of the Escrow Release Condition, SECURE intends to use the net proceeds of the Offering: (i) to fund the redemption of approximately US$100 million of the US$500 million aggregate principal amount of 11.000% senior second lien secured notes of Tervita due 2025 (the " Tervita Notes "); (ii) to repay outstanding indebtedness; and (iii) any remaining net proceeds from the Offering will be used to pay fees and expenses incurred in connection with the Offering and for general corporate purposes. SECURE currently expects the partial redemption of the Tervita Notes to occur as soon as practicable following the completion of the Transaction.
The Notes are being conditionally offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the U.S. Securities Act, or any state securities laws, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.