CALGARY, May 30, 2018 /CNW/ - Calfrac Well Services
Ltd. ("Calfrac") (TSX-CFW) announced today that Calfrac Holdings LP ("Calfrac Holdings"), a Delaware limited partnership which is indirectly wholly owned by Calfrac, has closed a private offering of
US$650 million aggregate principal amount of its 8.50% senior notes due 2026 (the
"notes"). Fixed interest on the notes is payable on June 15 and December 15 of each year. The notes will mature on June 15, 2026. Calfrac
Holdings intends to use a portion of the net proceeds from the offering of the notes to fund a tender offer to purchase for cash
up to all of its outstanding 7.50% senior notes due 2020 (the "Existing Notes"), with the balance to be used to partially fund
the repayment in full of the remaining C$196.5 million principal amount of Calfrac's second lien
senior secured term loan facility (the "Term Loan"). Calfrac Holdings intends to redeem any Existing Notes that remain
outstanding following the expiration of the tender offer in accordance with the terms of the indenture governing the Existing
Notes.
The notes and the related guarantees will be sold to qualified institutional investors pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act") and to certain persons other than "U.S. persons" in transactions
outside the United States pursuant to Regulation S under the Securities Act. Any offers of
the notes and related guarantees will be made only by means of a confidential offering memorandum. The notes will not be
registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in
the United States absent registration under the Securities Act and applicable state securities
laws or pursuant to available exemptions from such registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, and there shall not
be any sale of the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or other jurisdiction.
Calfrac's common shares are publicly traded on the Toronto Stock Exchange under the trading symbol "CFW". Calfrac provides
specialized oilfield services to exploration and production companies designed to increase the production of hydrocarbons from
wells drilled throughout western Canada, the United States,
Russia and Argentina.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More
particularly and without limitation, this press release contains forward-looking statements and information relating to the use
of proceeds of the offering, the repayment of the Term Loan and Calfrac Holdings' planned redemption of any Existing Notes that
remain outstanding following the expiration of the tender offer.
These forward-looking statements and information are based on certain key expectations and assumptions made by Calfrac in
light of its experience and perception of historical trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances, including, but not limited to, the following: the economic and
political environment in which Calfrac operates; Calfrac's expectations for its customers' capital budgets and geographical areas
of focus; the effect unconventional oil and gas projects have had on supply and demand fundamentals for oil and natural gas;
Calfrac's existing contracts and the status of current negotiations with key customers and suppliers; the effectiveness of cost
reduction measures instituted by Calfrac; and the likelihood that the current tax and regulatory regime will remain substantially
unchanged.
Although Calfrac believes that the expectations and assumptions on which such forward looking statements and information are
based are reasonable, undue reliance should not be placed on the forward-looking statements and information as Calfrac cannot
give any assurance that they will prove to be correct. Since forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with: global
economic conditions; the level of exploration, development and production for oil and natural gas in Canada, the United States, Russia and
Argentina; the demand for fracturing and other stimulation services during drilling and
completion of oil and natural gas wells; volatility in market prices for oil and natural gas and the effect of this volatility on
the demand for oilfield services generally; excess oilfield equipment levels; regional competition; the availability of capital
on satisfactory terms; restrictions resulting from compliance with debt covenants and risk of acceleration of indebtedness;
direct and indirect exposure to volatile credit markets, including credit rating risk; sourcing, pricing and availability of raw
materials, component parts, equipment, suppliers, facilities and skilled personnel; currency exchange rate risk; risks associated
with foreign operations; operating restrictions and compliance costs associated with legislative and regulatory initiatives
relating to hydraulic fracturing and the protection of workers and the environment; changes in legislation and the regulatory
environment; dependence on, and concentration of, major customers; liabilities and risks, including environmental liabilities and
risks, inherent in oil and natural gas operations; uncertainties in weather and temperature affecting the duration of the service
periods and the activities that can be completed; liabilities and risks associated with prior operations; liabilities relating to
legal and/or administrative proceedings; failure to maintain Calfrac's safety standards and record; failure to realize
anticipated benefits of acquisitions and dispositions; the ability to integrate technological advances and match advances from
competitors; intellectual property risks; third party credit risk; and the effect of accounting pronouncements issued
periodically. The forward-looking statements and information contained in this press release are made as of the date hereof and
Calfrac does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as
a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Calfrac Well Services Ltd.
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