Post by
uptowndog1 on Mar 27, 2014 11:18am
Restructuring proceedings
Tuscany International Drilling Inc. Provides Update on Its Restructuring Proceedings and Consummates Formal Sales Process for Its Assets Join our daily free Newsletter MENAFN - - 3/27/2014 10:40:56 AM Add to Mixx! E-Mail Article Printer-Friendly Translate Share Article Text Size Tuscany International Drilling Inc. Provides Update on ItsRestructuring Proceedings and Consummates Formal Sales Process forIts Assets CALGARY, ALBERTA, Mar 27, 2014 (Menafn - Marketwired via COMTEX) --Tuscany International Drilling Inc. (the "Company") announces,further to its press release dated February 2, 2014, that the Companyis continuing to negotiate an asset purchase agreement (the "StalkingHorse Agreement") by and between the Company, as seller, a newlyformed entity that will be controlled by certain of the Company'ssenior secured pre-petition and/or debtor in possession lenders, asbuyer ("Newco") and Credit Suisse AG, Cayman Islands Branch, asadministrative agent (the "Administrative Agent") regarding anacquisition by Newco of all or substantially all of the assets of theCompany, including its ownership interests in certain of itssubsidiaries. The Stalking Horse Agreement will be subject toapproval by the United States Bankruptcy Court for the District ofDelaware (the "US Court") and will provide Newco with the option, sole discretion, of paying all or a portion of the purchase priceunder the Stalking Horse Agreement by way of a credit bid of thesenior secured pre-petition and/or debtor in possession obligationsowed by the Company. In order to continue the Company's ordinary course operations duringthe restructuring and in furtherance of the sale process, variousorders were entered by the US Court under Chapter 11 of the UnitedStates Bankruptcy Code ("US Code") in the United States BankruptcyCourt for the District of Delaware (the "Chapter 11 Proceedings") inrespect of the Company and Tuscany International Holdings (U.S.A.)Ltd. ("Tuscany USA", and together with the Company, "Tuscany") onMarch 21, 2014. The relief granted included an order authorizingTuscany to retain GMP Securities, LLC ("GMP") as its investmentbanker and to implement bidding and marketing procedures (the "BidProcedures") in order to seek higher and better offers for all or aportion of Tuscany's assets than the offer contemplated by in theStalking Horse Agreement. The Bid Procedures allow for bidders tosubmit bids for all or any portion of the assets or equity of theCompany and its subsidiaries and provide that initial bids must bereceived on or before 5:00 pm (Eastern Standard Time) on April 25,2014. In the event that the Company receives a Qualified Bid (as suchterm is defined in the Bid Procedures), the Company will proceed withan auction at 10:00 am (Eastern Standard Time) on May 2, 2014 inaccordance with the terms of the Bid Procedures. Further, undercertain circumstances more fully set forth in the Bid Procedures, thebid deadline and auction date may be extended by 21 days in the eventthat, by April 25, 2014, the Company receives one or more letters ofintent or other non-binding proposals which, individually or in theaggregate, contemplate transactions for a purchase price exceedingthe outstanding preparation and postpetition claims of the Company'ssecured lender. Tuscany urges any party interested in bidding on allor a portion of its assets or equity interests to contact itsinvestment banker (GMP) as soon as possible at the address set forthbelow. Copies of the Bid Procedures and all of the orders granted in theChapter 11 Proceedings in respect of Tuscany are available online at:https://cases.primeclerk.com/tuscany/. Tuscany also has received andintends to continue to seek recognition of the various orders thatare granted under Chapter 11 of the US Code in the Companies'Creditors Arrangement Act ("CCAA") proceedings that were commenced inrespect of Tuscany on February 4, 2014 (the "CCAA Proceedings"). The Chapter 11 Proceedings and CCAA Proceedings were commenced toimplement a restructuring of the Company's debt obligations andcapital structure through a plan of reorganization under the US Code,as previously announced in the press release dated February 2, 2014.Other than Tuscany USA, none of the Company's other subsidiaries areparties to the Chapter 11 Proceedings or the CCAA Proceedings. Theoperations of the Company and all of its subsidiaries are intended tocontinue as usual and obligations to employees and suppliers duringthe restructuring process are expected to be met in the ordinarycourse. About Tuscany Tuscany, a corporation headquartered in Calgary, Alberta, is engagedin the business of providing contract drilling and work-over servicesalong with equipment rentals to the oil and gas industry. Tuscany iscurrently focused on providing services to oil and natural gasoperators in South America. Tuscany has operating centers inColombia, Brazil and Ecuador. READER ADVISORIES Statements in this news release contain forward-looking informationincluding, without limitation, statements with respect to Tuscany'sstrategic alternatives, the restructuring of the assets andliabilities of the Company and the future financial position andfocus of the Company. Readers are cautioned that assumptions used inthe preparation of such information may prove to be incorrect. Eventsor circumstances may cause actual results to differ materially fromthose predicted, a result of numerous known and unknown risks,uncertainties, and other factors, many of which are beyond thecontrol of Tuscany. These risks include, but are not limited to: (i)Tuscany's level of indebtedness and the acceleration of suchindebtedness; Tuscany's ability to complete a strategic restructuringand refinancing transaction or alternative transaction, Tuscany'sability to negotiate and execute definitive documentation withrespect to the restructuring (including Tuscany's ability to completea new debtor-in-possession credit facility and new replacement seniorsecured credit facility) and obtain bankruptcy court approvalthereof; (ii) the effects of the commencement of the CCAA and US Codeproceedings on Tuscany and the interests of various creditors, equityholders and other constituents; (iii) bankruptcy court rulings andthe outcomes of the proceedings in general; (iv) the length of timeTuscany will operate under the proceedings; (v) risks associated withthird party motions in the proceedings, which may interfere withTuscany's ability to Tuscany's restructuring plan; (vi)the potential adverse effects of the proceedings on Tuscany'sliquidity or results of operations; (vii) Tuscany's ability toexecute its business and restructuring plan; (viii) increased legaland other costs related to the proceedings; (ix) Tuscany's ability tomaintain contracts that are critical to its operation and to obtainand maintain normal terms and relationships with its suppliers, otherservice providers, customers, employees, stockholders and other thirdparties; (x) Tuscany's ability to retain key executives, managers andemployees; (xi) Tuscany's ability to generate sufficient cash flow from operations or obtain adequatefinancing to fund its capital expenditures and meet working capitalneeds and its ability to continue as a going concern during therestructuring; (xii) the volatility of Tuscany's stock price; (xiii)the availability of capital on economic terms to fund Tuscany'ssignificant capital expenditures and acquisitions; (xiv) Tuscany'sability to obtain adequate financing to pursue other businessopportunities; (xv) regulatory and environmental risks associatedwith exploration, drilling and production activities; (xvi) theadverse effects of changes in applicable tax, environmental and otherregulatory legislation; (xvii) a deterioration in the demand forTuscany's products; (xviii) the risks and uncertainties inherent inestimating future revenues and the timing of expenditures; (xix)intense competition with companies with greater access to capital andstaffing resources; (xx) the risks of conducting operations inforeign jurisdictions and the impact of pricing differentials,fluctuations in foreign currency exchange rates and politicaldevelopments on the financial results of Tuscany's operations; and(xxi) other risks as described in reports that the Company files withsecurities regulators. Any of these factors could cause the Company'sactual results and plans to differ materially from those in theforward-looking statements. The risks outlined above should not beconstrued as exhaustive. The reader is cautioned not to place unduereliance on this forward-looking information. Tuscany does notundertake any obligation to update or revise any forward-lookingstatements except as expressly required by applicable securitieslaws.