CALGARY, ALBERTA -- (Marketwired) -- 04/07/15 -- GASFRAC Energy Services Inc. ("GASFRAC" or the "Corporation") (TSX: GFS) announces that it has completed the previously announced sale of fracturing and related assets and intellectual property to STEP Energy Services Ltd., subject to closing adjustments and a hold back related to the transaction (the "Sale Transaction"). The Sale Transaction resulted from the previously announced court-approved sale and investment solicitation process ("SISP") conducted within the Companies Creditor's Arrangement Act ("CCAA") and Chapter 15 of the United States Bankruptcy Code ("Chapter 15") proceedings, under the supervision of Ernst & Young Inc., the court appointed monitor ("Monitor") and the Special Committee and the board of directors of the Corporation.
As part of completion of the Sale Transaction, all previous outstanding secured indebtedness owed by GASFRAC to PNC Bank Canada Branch has now been paid in full.
In addition thereto, GASFRAC is currently conducting a CCAA creditor claims process which is expected to be concluded on May 7, 2015.
As announced on March 27, 2015, the Corporation has also completed the purchase of certain fracking assets and related services from a third party oil and natural gas service industry competitor and entered into an indicative term sheet with the same third party which contemplates, subject to inter alia, creditor and court approval and customary closing conditions, a proposed CCAA plan of compromise and arrangement, pursuant to which such third party would acquire 100% equity ownership of GASFRAC, as an operating entity (the "Plan").
Additional terms of the Plan will be disclosed as the Plan progresses and the Plan is completed. If the Plan is completed, and all applicable creditor and court approvals are obtained, it is anticipated that the Corporation's unsecured debentureholders may receive additional consideration under the Plan (in addition to any amount distributed to creditors as a result of the Sale Transaction). However, it is anticipated that the holders of common shares of the Corporation will not receive any distribution as a result of the completion of the Sale Transaction or under the Plan.
GASFRAC continues to operate its business under the supervision of its board of directors and the Monitor.
CIBC World Markets Inc. acted as agent, investment banker and financial advisor to GASFRAC with respect to the Sale Transaction. Borden Ladner Gervais LLP is Canadian legal counsel to GASFRAC and Vinson & Elkins LLP is United States counsel to GASFRAC. The Monitor's Canadian counsel is Norton Rose Canada LLP and United States counsel is Norton Rose Fulbright US LLP.
Also the securities of the Corporation were delisted from trading on the Toronto Stock Exchange on March 31, 2015.
Further news releases will be provided on an ongoing basis throughout the CCAA process as may be determined necessary.
This news release contains certain statements that constitute forward-looking statements under applicable securities legislation. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and the Corporation does not undertake to publicly update these forward-looking statements except in accordance with applicable securities laws. Forward-looking statements, including but without limitation, statements concerning the implementation of CCAA process, completion of the Plan and the reorganization or restructuring of the assets, business and financial affairs of the Corporation, are based on current expectations, estimates, projections and assumptions, which the Corporation believes are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. In addition, the Plan is subject to standard closing conditions, including that all required regulatory, court and creditor approvals are obtained and there is no assurance that the Plan will be completed. The forward-looking statements included herein involve known and unknown risks, uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein.
These risks, uncertainties and other factors relating to the Corporation include, but are not limited to, the level of indebtedness of the Corporation, the implementation and impact of the Plan in respect of the reorganization or restructuring of the assets, business and financial affairs of the Corporation, future co-operation of the creditors of the Corporation including the Corporation's unsecured debentureholders, the Corporation's ability to generate sufficient cash-flow from operations or to obtain adequate financing to fund capital expenditures and working capital needs and to meet the Corporation's ongoing obligations during the CCAA process, the ability to maintain relationships with suppliers, customers, employees, stockholders and other third parties in light of the Corporation's current liquidity situation and the CCAA process, as well as other general assumptions regarding, among other things: industry activity; the general stability of the economic and political environment; effect of market conditions on demand for the Corporation's products and services; the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate its business in a safe, efficient and effective manner; the performance and characteristics of various business segments; the effect of current plans; the timing and costs of capital expenditures; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding environmental matters in the jurisdictions in which the Corporation operates; and the ability of the Corporation to successfully market its products and services.
In addition, actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth under the section entitled "Business Risks" in the Corporation's MD&A filed on SEDAR.
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