Precision Drilling Trust Provides Update on Acquisition Credit Facilities
11 Décembre 2008 - 1:00PM
Marketwired
(US dollars)
Precision Drilling Trust ("Precision") (TSX: PD.UN)(NYSE: PDS)
today announced the expected principal terms of the credit
facilities (the "Credit Facilities") with its banking syndicate,
consisting of Royal Bank of Canada, RBC Capital Markets, Deutsche
Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC
Bank Canada, HSBC Bank USA, National Association and The
Toronto-Dominion Bank (the "Banks").
In conjunction with the proposed acquisition of Grey Wolf, Inc.
("Grey Wolf"), and as previously disclosed, the Credit Facilities
will consist of US$800 million of senior secured term loan
facilities and a US$400 million senior unsecured facility which
will be used to finance the merger consideration. The Credit
Facilities also include a US$400 million senior secured revolving
facility that will be primarily used to finance working capital
needs and general corporate purposes of Precision.
Based on consultation with the Banks, it is currently expected
that the costs and fees for the Credit Facilities will be more
expensive than originally anticipated.
The terms of the financing are expected to include:
- A blended cash interest rate of approximately 11% per annum
before upfront costs, increased from the 8% originally estimated in
the pro forma financial information included in Precision's and
Grey Wolf's proxy statement/prospectus dated October 28, 2008;
- Additional upfront costs in the form of original issuance
discounts and fees of approximately US$76 million which will reduce
the proceeds of the financing by a total of approximately US$133
million;
- Limits on distributions based on 20% of Precision's operating
cash flow before changes in working capital, provided that 50% of
operating cash flow generated in excess of certain base case
projections will also be permitted to be paid as distributions,
subject to an overall cap of 30% of aggregate operating cash flow
before changes in working capital;
- Debt covenants that will limit Precision's capital
expenditures above an agreed base-case, allowing for certain
exceptions; and
- Provisions reserved by the Banks to facilitate syndication of
the Credit Facilities for a period following closing which may
result in further increases in any or a combination of interest
rates, original issue discounts or fees, all subject to certain
market-based indexing.
As a consequence, Precision will be pursuing a debt reduction
program following completion of its merger with Grey Wolf.
Precision will also be considering its distribution policy and may
determine to reduce or suspend monthly cash distributions following
completion of the merger. Additionally, Precision will be
re-evaluating its planned capital expenditure program including
expansion and upgrade capital expenditures. Precision will continue
its focus on high performance, high value customer service in
combination with cost minimization and cash generation.
Precision has advised Grey Wolf of the expected changes in the
terms of Precision's Credit Facilities. Precision and Grey Wolf
intend to file a supplement to their proxy statement/prospectus
with the US Securities and Exchange Commission to reflect the pro
forma effect of the Credit Facilities on the combined company,
which will be mailed to Grey Wolf shareholders. Precision remains
firmly committed to close its proposed merger with Grey Wolf.
The special meeting of Grey Wolf shareholders remains scheduled
for December 23, 2008. Closing of the merger is anticipated to take
place immediately following the special meeting.
About Precision
Precision is a leading provider of safe, high performance energy
services to the North American oil and gas industry. Precision
provides customers with access to an extensive fleet of contract
drilling rigs, service rigs, camps, snubbing units, wastewater
treatment units and rental equipment backed by a comprehensive mix
of technical support services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta, Canada. Precision
is listed on the Toronto Stock Exchange under the trading symbol
"PD.UN" and on the New York Stock Exchange under the trading symbol
"PDS". For more information about Precision, go to
http://www.precisiondrilling.com.
Cautionary Statements Regarding Forward-Looking Information and
Statements
Statements about Precision's expectations and all other
statements in this news release other than historical facts are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements rely on a number of assumptions concerning future events
and are subject to a number of uncertainties and factors, many of
which are outside of Precision's control, which could cause actual
results to differ materially from such statements. Forward-looking
information includes, but is not limited to, statements regarding
the terms of the Credit Facilities, including the expected impact
of restrictive covenants and their effect on Precision's
distribution policy and capital expenditure program, and
Precision's proposed merger with Grey Wolf, including whether and
when the merger will be consummated. Among the factors that could
cause results to differ materially from those indicated by such
forward-looking statements are substantial increases in any or a
combination of interest rates, original issue discounts or fees
relating to the Credit Facilities, market conditions existing
during syndication of the Credit Facilities, failure to receive
approval of the Merger Agreement by the shareholders of Grey Wolf
and satisfaction of various other conditions to the closing of the
merger contemplated by the Merger Agreement.
This news release contains statements that may constitute
"forward-looking information" or "forward looking statements"
(collectively, "forward-looking information") within the meaning of
applicable Canadian securities legislation. This forward-looking
information includes, among others, statements regarding plans and
expectations, beliefs, goals and objectives and statements about
possible future events. Specific forward-looking information
contained in this news release includes statements regarding the
terms of the Credit Facilities and their effect on Precision's
distribution policy and capital expenditure program, and
Precision's proposed merger with Grey Wolf and the completion of
the merger. Readers are cautioned not to place undue reliance on
such forward-looking information. Forward-looking information is
based on current expectations and assumptions that involve a number
of risks, which could cause actual results to vary and in some
instances to differ materially from those anticipated by Precision
and described in the forward-looking information contained in this
news release. Among the various factors that could cause results to
vary materially from those indicated in the forward-looking
information include substantial increases in any or a combination
of interest rates, original issue discounts or fees relating to the
Credit Facilities, market conditions existing during syndication of
the Credit Facilities and failure to receive approval of the merger
by Grey Wolf's shareholders. No assurance can be given that any of
the events anticipated by the forward-looking information will
transpire or occur or, if any of them do so, what benefits
Precision will derive therefrom.
Contacts: Precision Drilling Corporation Kevin Neveu Chief
Executive Officer (403) 716-4500 (403) 264-0251 (FAX) Precision
Drilling Corporation Doug Strong Chief Financial Officer (403)
716-4500 (403) 264-0251 (FAX) Precision Drilling Corporation 4200,
150 - 6th Avenue S.W. Calgary, Alberta T2P 3Y7 Website:
www.precisiondrilling.com
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