ClearStream receives capital injection and amends Credit Facilities to support growth
10 Septembre 2019 - 11:55PM
ClearStream Energy Services Inc. (“ClearStream” or the “Company”)
(TSX: CSM) announces that its wholly-owned subsidiary,
ClearStream Energy Holdings LP (“CEHLP”), has entered into a first
amending agreement with, among others, the Company and Bank of
Montreal, as administrative agent, pursuant to which its third
amended and restated credit agreement dated as of June 26,
2019 (as so amended, the “Credit Agreement”) was amended in
order to, among other things, provide for the advance by certain
term lenders of a new term loan in the aggregate amount of
$17 million (the “New Term Loan”). Each term lender is
fully-managed by Canso Investment Counsel, Ltd. (“Canso”), in
Canso’s capacity as portfolio manager.
The proceeds of the New Term Loan will be used
to reduce the outstanding amount of the revolving facility under
the Credit Agreement and for certain expenses of the agent under
the Credit Agreement. The other covenants, terms and conditions
under the Credit Agreement remain substantially unchanged.
CEHLP has also received the approval of the
Revolving Lenders (as defined in the Credit Agreement) to increase
the maximum amount available under the revolving facility to
$55 million (from $50 million) until December 31, 2019
(the “Revolving Facility Increase”), which will be implemented in a
second amending agreement to the Credit Agreement on or about
September 13, 2019.
The New Term Loan and the Revolving Facility
Increase will support the growth that ClearStream has experienced
in both its legacy business and from the acquisition on
June 28, 2019 of certain assets of the production services
division of AECOM Production Services Ltd. and all of the shares of
Universal Weld Overlays Inc.
In aggregate, accounts managed by Canso as
portfolio manager currently hold: (i) 17,153,650 common
shares of the Company, representing approximately 16% of the
Company’s outstanding common shares; (ii) all of the Company’s
outstanding 8.00% senior secured debentures due 2026; and
(iii) all of the Company’s outstanding Series 1 and
Series 2 preferred shares. As Canso is an insider of the
Company, the Credit Agreement constitutes a related party
transaction under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Investments of certain of the
Canadian Securities Administrators.
The Company is relying on an exemption from the
minority approval requirement that applies to related party
transactions, which exemption is available to the Company as
(i) the New Term Loan was obtained on reasonable commercial
terms that are not less advantageous to CEHLP or the Company than
if the New Term Loan was obtained from a person dealing at arm's
length with CEHLP or the Company; (ii) the New Term Loan is
not convertible into equity or voting securities of the Company or
a subsidiary of the Company; and (iii) the New Term Loan is
not repayable as to principal or interest in equity or voting
securities of the Company or a subsidiary of the Company.
About ClearStream
Energy Services Inc.
ClearStream is a fully integrated provider of
upstream, midstream and refinery production services, which
includes facility maintenance and turnarounds, pipeline wear
technology, facilities construction, welding and fabrication to the
energy and other industries in Western Canada. For more information
about ClearStream, please visit www.clearstreamenergy.ca.
For further
information, please contact:
Randy Watt Chief Financial
OfficerClearStream Energy Services Inc.(587)
318-0997rwatt@clearstreamenergy.ca |
Yves PalettaChief Executive
OfficerClearStream Energy Services Inc.(587)
318-0997ypaletta@clearstreamenergy.ca |
Advisory regarding Forward-Looking
Statements
Certain information included in this press
release may constitute forward-looking information within the
meaning of Canadian securities laws. In some cases, forward-looking
information 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 similar expressions concerning matters that are not
historical facts.
Forward-looking information involves significant
risks and uncertainties. A number of factors could cause actual
events or results to differ materially from the events and results
discussed in the forward-looking information including, but not
limited to, risks related to integration risk, conditions of
capital markets, economic conditions, commodity prices, dependence
on key personnel, interest rates, regulatory change, ability to
meet working capital requirements and capital expenditure needs,
factors relating to the weather and availability of labour. These
factors should not be considered exhaustive. Risks and
uncertainties about ClearStream’s business are more fully discussed
in ClearStream’s disclosure materials, including its annual
information form and management’s discussion and analysis of the
operating and financial results (MD&A), filed with the
securities regulatory authorities in Canada and available at
www.sedar.com. In formulating forward- looking information herein,
management has assumed that business and economic conditions
affecting ClearStream will continue substantially in the ordinary
course, including, without limitation, with respect to general
levels of economic activity, regulations, taxes and interest
rates.
Although the forward-looking information is
based on what management of ClearStream consider to be reasonable
assumptions based on information currently available to it, there
can be no assurance that actual events or results will be
consistent with this forward-looking information, and management’s
assumptions may prove to be incorrect.
This forward-looking information is made as of
the date of this press release, and ClearStream does not assume any
obligation to update or revise it to reflect new events or
circumstances except as required by law. Undue reliance should not
be placed on forward-looking information. Forward-looking
statements are provided for the purpose of providing information
about management's current expectations and plans relating to the
future. Readers are cautioned that such information may not be
appropriate for other purposes.
ClearStream Energy Servi... (TSX:CSM)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
ClearStream Energy Servi... (TSX:CSM)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024