NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, Alberta, March 15, 2018 (GLOBE NEWSWIRE) -- STEP Energy Services Ltd. (TSX:STEP) (“STEP” or the
“Company”) has closed its previously announced bought-deal equity financing (the “Offering”) raising gross proceeds of $56,311,500
by issuing 6,055,000 subscription receipts (the “Subscription Receipts”) for $9.30 each, which included 675,000 Subscription
Receipts issued pursuant to the partially exercised over-allotment option granted to the syndicate of underwriters.
The gross proceeds from the Offering (the “Escrowed Funds”) have been deposited in escrow pending completion of
the Company’s previously announced acquisition of Tucker Energy Services Holdings, Inc. (the “Acquisition”). If all conditions,
undertakings and other matters to be satisfied, completed or otherwise met prior to the completion of the Acquisition have been
satisfied, completed or otherwise met or waived (other than payment of the purchase price, which is to be satisfied in part by the
release of the Escrowed Funds) on or before 5:00 p.m. (Calgary time) on June 29, 2018, the Escrowed Funds, net of any fees owing to
the underwriters, will be released to STEP in connection with completion of the Acquisition and each Subscription Receipt will be
exchanged for one common share of STEP, without payment of additional consideration or further action on the part of the holder
thereof. If the Acquisition is not completed by June 29, 2018, the agreement governing the Acquisition is terminated at an earlier
time, or STEP has advised the escrow agent and the underwriters or formally announced to the public by way of press release that it
does not intend to proceed with the Acquisition, then holders of the Subscription Receipts will receive an amount equal to the full
purchase price attributable to each Subscription Receipt held together with their pro rata entitlement to interest accrued on such
amount, if any.
The Acquisition, announced February 22, 2018, is expected to close on or about April 2, 2018 and is subject to
satisfaction of certain customary closing conditions, including receipt of regulatory approvals (including expiry of the applicable
waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976). STEP expects that the cash required
to close the Acquisition of US$275 million, before closing adjustments, will be funded with cash on hand and the net proceeds of
the Offering, with the balance funded from borrowings under STEP’s previously announced new credit facilities.
It is anticipated that the Subscription Receipts will be listed and posted for trading on the TSX under the
symbol “STEP.R” at the opening of markets today.
This press release is not for distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada.
This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United
States or any other jurisdiction outside of Canada. The securities have not been and they will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and
may not be offered or sold within the United States or to or for the benefit of a U.S. person absent registration or pursuant to an
available exemption from the registration requirements of the U.S. Securities Act and the applicable state securities laws.
This financing with a syndicate of underwriters was co-led by CIBC Capital Markets and Peters & Co. Limited as
joint bookrunners.
FORWARD‐LOOKING STATEMENTS
This press release contains certain forward-looking information and statements within the meaning of applicable
securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will",
"should", "believe", "plans" and similar expressions are intended to identify forward-looking information or statements. In
particular, but without limiting the foregoing, this document contains forward- looking information and statements pertaining to
the following: the completion of the Acquisition and the timing thereof; the financing of the Acquisition, including expectations
regarding the availability of the new credit facilities and the timing thereof; the issuance of common shares to holders of
Subscription Receipts upon the closing of the Acquisition; the release of the Escrowed Funds upon the completion of the
Acquisition; the use of proceeds from the Offering; and the listing of the Subscription Receipts on the TSX.
The forward-looking information and statements contained in this document reflect several material factors and
expectations and assumptions of the Company including, without limitation: satisfaction of the conditions to closing of the
Acquisition; that the Company will continue to conduct its operations in a manner consistent with past operations; the general
continuance of current or, where applicable, assumed industry conditions; the continuance of existing (and in certain
circumstances, the implementation of proposed) tax, royalty and regulatory regimes; the impact of seasonal weather conditions; the
Company’s ability to deploy equipment; and certain cost assumptions. The Company believes the material factors, expectations and
assumptions reflected in the forward-looking information and statements are reasonable but no assurance can be given that these
factors, expectations and assumptions will prove to be correct.
The forward-looking information and statements included in this document are not guarantees of future
performance and should not be unduly relied upon. 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 including, without limitation: changes in the demand for or supply of the Company's services;
unanticipated operating results; market uncertainty; the ability to access key components and shop capacity; the ability to attract
and retain qualified personnel; changes in tax or environmental laws, or other regulatory matters; changes in the development plans
of third parties; increased debt levels or debt service requirements; limited, unfavourable or a lack of access to capital markets;
increased costs; the impact of competitors; and reliance on industry partners.
The forward-looking information and statements contained in this document speak only as of the date hereof, and
none of the Company or its subsidiaries assumes any obligation to publicly update or revise them to reflect new events or
circumstances, except as may be required pursuant to applicable laws. The reader is cautioned not to place undue reliance on
forward-looking information.
About Step
STEP Energy Services is an oilfield service company founded in 2011 that provides fully integrated coiled tubing
and fracturing solutions. Our combination of modern, fit-for-purpose fracturing and coiled tubing equipment has differentiated STEP
in plays where wells are deeper, have longer laterals, and higher pressure.
Initially operating only in Canada as a specialized, deep capacity coiled tubing company, in 2015 we expanded
into the U.S. and also began offering fracturing services to our Canadian clients. Currently, STEP is a fully integrated, deep
capacity coiled tubing and fracturing solutions provider focused primarily in the Montney and Duvernay in Canada, and is a coiled
tubing services provider in the Permian and Eagle Ford in Texas and the Haynesville in Louisiana. Our U.S. business is a key
differentiator for STEP, as the rate of expansion and profitability from that segment is expected to contribute meaningfully to the
Company’s growth. Our continuing track record of safety, efficiency and execution drives repeat business from our blue-chip
exploration and production clients.
For more information please contact:
Regan Davis
President & Chief Executive Officer
Telephone: 403-457-1772
Email: investor_relations@step-es.com.
Web: www.stepenergyservices.com
