2013/06/16 Estrella announces proposed acquisition of San Antonio ...
2013/06/16 Estrella announces proposed acquisition of San Antonio ...
2013/06/16 Estrella announces proposed acquisition of San Antonio ...
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Draft June <strong>16</strong>, <strong>2013</strong> <br />
ESTRELLA INTERNATIONAL ENERGY SERVICES LTD. <br />
ANNOUNCES PROPOSED ACQUISITION OF <br />
SAN ANTONIO INTERNACIONAL COLOMBIA <br />
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES <br />
Toronto, Ontario, June 17, <strong>2013</strong> – <strong>Estrella</strong> International Energy Services Ltd. (“<strong>Estrella</strong>” or the “Company”) <br />
(TSX Venture Exchange: EEN) is pleased to announce that it has entered into a definitive share purchase <br />
agreement dated June <strong>16</strong>, <strong>2013</strong> (“Purchase Agreement”) with <strong>San</strong> <strong>Antonio</strong> International Oil & Gas <br />
Services LLC and Armadillo Drilling Services LLC (collectively the “Sellers”) for the <strong>acquisition</strong> <strong>of</strong> all <strong>of</strong> the <br />
issued and outstanding shares <strong>of</strong> <strong>San</strong> <strong>Antonio</strong> Internacional Co. Inc. (“SAI Colombia”) for a purchase price <br />
<strong>of</strong> approximately US$122 million (the “Acquisition”). SAI Colombia is a company registered under the <br />
laws <strong>of</strong> the British Virgin Islands and is the owner <strong>of</strong> <strong>San</strong> <strong>Antonio</strong> Internacional-‐Sucursal Colombia, a <br />
branch registered in Bogotá, Colombia (the “SAIC”). <br />
About SAIC <br />
SAIC provides specialized services, equipment and personnel on a contractual basis for the exploration <br />
and development <strong>of</strong> onshore oil and gas resources throughout Colombia. SAIC has a portfolio <strong>of</strong> <br />
complementary oilfield services and equipment business lines including, among others, drilling, workover, <br />
cementing and coiled tubing. SAIC has a strong operational platform throughout key Colombian basins, <br />
such as Los Llanos and Magdalena Medio. Its assets include 20 drilling rigs, 6 workover rigs, 4 cementing <br />
sets, 2 coiled tubing units and operating bases in four locations around Colombia. <br />
SAIC Rig Fleet – Drilling <br />
3 x 2000 HP <br />
1 x 1700 HP <br />
4 x 1500 HP <br />
2 x 1200 HP <br />
4 x 1000 HP <br />
6 x 550 – 900 HP <br />
SAIC Rig Fleet – Workover <br />
3 x 550 HP <br />
3 x 250 HP <br />
SAIC Services Fleet <br />
4 x Cementing Units <br />
2 x Coil Tubing Units <br />
Upon completion <strong>of</strong> the transaction <strong>Estrella</strong> will control 37 rigs in the Colombian market (45 rigs total), <br />
making the combined company the largest rig operator in the market. On the services front, the <br />
combination gives the Company a broad range <strong>of</strong> services, and strengthens the capabilities for project <br />
management and handing <strong>of</strong> bundled services and integrated projects. During the year ended 2012, <br />
SAIC’s average daily workforce consisted <strong>of</strong> approximately 1,260 employees, <strong>of</strong> which 1,054 are active rig-based<br />
personnel who operate the rigs on a day-‐to-‐day basis. <br />
<strong>Estrella</strong> International Energy Services Ltd. <br />
www.estrellasp.com
Warren Levy, CEO <strong>of</strong> <strong>Estrella</strong> states “<strong>Estrella</strong> is pleased to announce the <strong>acquisition</strong> <strong>of</strong> SAIC. The <br />
<strong>acquisition</strong> will dramatically increase revenues and cash flow from the combined companies which should <br />
provide greater visibility to institutional investors and access to capital markets The <strong>acquisition</strong> will also make <br />
the combined entity the largest single rig operator in Colombia <strong>of</strong>fering a broad range <strong>of</strong> services with critical <br />
mass. The combination <strong>of</strong> SAIC’s long and successful operating history, <strong>Estrella</strong>’s management expertise and <br />
technical knowhow, together with the strengthening <strong>of</strong> the Company’s balance sheet, will help <strong>Estrella</strong> <br />
achieve its goal <strong>of</strong> being the standard <strong>of</strong> excellence for operations in Latin America.” <br />
Terms <strong>of</strong> the Purchase Agreement <br />
Under the terms <strong>of</strong> the Purchase Agreement, <strong>Estrella</strong> will acquire all <strong>of</strong> the issued and outstanding shares <br />
<strong>of</strong> SAI for a purchase price <strong>of</strong> approximately US$122.5 million which will be paid in cash at closing. The <br />
company will be purchased cash and debt free. Additionally an anticipated US$30.5 million will be injected <br />
into the company to repay indebtedness for working capital and other general corporate purposes. The <br />
Purchase Agreement contains representations, warranties and covenants <strong>of</strong> each <strong>of</strong> the Company, the <br />
Sellers and SAI Colombia that are customary in transactions <strong>of</strong> this nature. <br />
Closing <strong>of</strong> the Acquisition is subject to the approval <strong>of</strong> the TSX Venture Exchange and certain other <br />
conditions precedent customary in transactions <strong>of</strong> this type all as more specifically set forth in the <br />
Purchase Agreement, a copy <strong>of</strong> which has been filed on SEDAR. The transaction is expected to close on or <br />
about July 31, <strong>2013</strong>. <br />
Financing Arrangements <br />
In connection with the completion <strong>of</strong> the Acquisition the Company has entered into a secured loan <br />
agreement dated June <strong>16</strong>, <strong>2013</strong> (“Loan Agreement”) with Ringo Holding L.P. (“Ringo”), the Company’s <br />
controlling shareholder, whereby Ringo has agreed to loan the Company up to US$97 million (the <br />
“Shareholder Loan”) and to grant the Company an additional US$56 million loan in the event that the <br />
Company is unable for any reason to obtain the Colombian Bank Loans referred to below (the “Additional <br />
Shareholder Loan”). The Shareholder Loan will bear interest at the rate <strong>of</strong> 12% per annum from the <br />
Effective Date (as such term is defined in the Loan Agreement) until 6 months from the Effective Date, <br />
and thereafter at the rate <strong>of</strong> 14% per annum. The Shareholder Loan will be due and payable on the date <br />
that is one year from the Effective Date. <br />
Concurrently with the Shareholder Loan, the Company has been <strong>of</strong>fered financing by Colombian banks <strong>of</strong> <br />
an amount in the range <strong>of</strong> US$50 to 58 million (“Colombian Bank Loans”). It is anticipated that the <br />
Colombian Bank Loans will be seven year fully amortizing term loans, with the first two years being <br />
interest only. <br />
The proceeds <strong>of</strong> the Shareholder Loan and the Colombian Bank Loans or Additional Shareholder Loan, as <br />
applicable, will be used as follows: (i) approximately US$122.5 million to satisfy the purchase price for the <br />
Acquisition and (ii) approximately US$30.5 million to repay indebtedness, and for working capital and <br />
other general corporate purposes. <br />
In the event that the Company completes a sale <strong>of</strong> equity securities or incurs any additional indebtedness <br />
(excluding bank financing sourced in connection with the Acquisition) the Shareholder Loan will, up to the <br />
amounts raised by the Company in connection with the forgoing, become immediately due and payable. <br />
The Loan Agreement contains representations, warranties and covenants <strong>of</strong> each <strong>of</strong> the Company and <br />
Ringo that are no more onerous than those the Company could obtain from commercial lenders, and are <br />
customary in loans <strong>of</strong> this type. A copy <strong>of</strong> the Loan Agreement has been filed by the Company on SEDAR. <br />
www.estrellasp.com <br />
Page 2 <strong>of</strong> 4
Proposed Private Placement <br />
<strong>Estrella</strong> is also pleased to announce that Ringo has executed a definitive investment agreement with the <br />
Company dated June <strong>16</strong>, <strong>2013</strong> (the “Investment Agreement”). Pursuant to the Investment Agreement, <br />
Ringo has agreed to purchase by way <strong>of</strong> private placement Series B Preference Shares (“Preference <br />
Shares”) <strong>of</strong> the Company based on a pre-‐consolidated share price <strong>of</strong> CAD$0.05 (the “Subscription Price”), <br />
for gross proceeds to the Company <strong>of</strong> up to CAD$130 million (“Private Placement”). The gross proceeds <br />
<strong>of</strong> the Private Placement will be reduced by the amount, if any, <strong>of</strong> the proceeds raised in a Concurrent <br />
Financing (as defined below). <br />
It is anticipated that the Series B Preference Shares will carry a fixed preferred dividend at the rate <strong>of</strong> 6% <br />
per annum, a liquidation preference equal to the paid up capital on such shares together with all accrued <br />
and unpaid dividends, and would be convertible at the option <strong>of</strong> the holder into post-‐consolidated <br />
common shares <strong>of</strong> the Corporation on a one for one basis. <br />
Closing <strong>of</strong> the Private Placement is subject to, among other things, disinterested shareholder approval, <br />
the approval <strong>of</strong> the TSX Venture Exchange and certain other conditions precedent customary in <br />
transactions <strong>of</strong> this type all as more specifically set forth in the Investment Agreement, a copy <strong>of</strong> which <br />
has been filed on SEDAR. <br />
The Company will request the approval <strong>of</strong> the disinterested shareholders <strong>of</strong> the Company at the <br />
Company’s upcoming annual general and special meeting <strong>of</strong> shareholders (the “AGM”). The parties <br />
intend to complete the Private Placement as soon as practicable following the AGM, subject to receipt <strong>of</strong> <br />
final approval from the Exchange. The Company expects to use <strong>of</strong> the proceeds <strong>of</strong> the Private Placement <br />
to repay the outstanding indebtedness on the Shareholder Loan specified above. <br />
Concurrent Financing <br />
In addition to the Private Placement, the Company may also complete a concurrent financing <strong>of</strong> <br />
Preference Shares at the Subscription Price or other equity securities to subscribers other than Ringo <br />
through a brokered or non-‐brokered private placement or public <strong>of</strong>fering (the "Concurrent Financing"). <br />
The Company expects to use <strong>of</strong> the proceeds <strong>of</strong> the Concurrent Financing, if any, in the same manner as <br />
the Private Placement. <br />
Closing <strong>of</strong> a Concurrent Financing would be subject to, among other things, the approval <strong>of</strong> the TSX <br />
Venture Exchange and certain other conditions precedent customary in transactions <strong>of</strong> its type and would <br />
be expected to take place at the same time as the closing <strong>of</strong> the Private Placement. <br />
Annual General and Special Meeting <br />
Currently the AGM is scheduled for July 8, <strong>2013</strong>. The Company wishes to announce that in light <strong>of</strong> <br />
importance <strong>of</strong> the Acquisition, the Company will changing the date <strong>of</strong> the AGM to a later date to be <br />
determined by the directors. In addition to the approval <strong>of</strong> the Private Placement it is expected that the <br />
shareholders will also be asked to consider and approve as a special resolution to consolidate the existing <br />
common shares on a ratio to be determined by the directors. <br />
About <strong>Estrella</strong> <br />
<strong>Estrella</strong> is an oil and natural gas, geothermal and mining service company with operations throughout <br />
Latin and South America. It provides conventional drilling services; directional drilling services; tools and <br />
equipment sales and rentals; work-‐over and finishing services; and consulting and engineering services. <br />
www.estrellasp.com <br />
Page 3 <strong>of</strong> 4
The Corporation is headquartered in Buenos Aires, Argentina and has operating locations in six countries <br />
Latin and South America. <br />
For further information: <br />
<strong>Estrella</strong> International Energy Services Ltd. <br />
Warren Levy, <br />
Javier Vedoya <br />
Telephone: <br />
Facsimile: <br />
Email: <br />
Chief Executive Officer <br />
Chief Financial Officer <br />
+54 (11) 5217-‐5250 <br />
+54 (11) 5217-‐5280 <br />
info@estrellasp.com <br />
Forward Looking Statements <br />
This press release may contain forward-‐looking statements which reflect management’s expectations regarding <br />
future growth, results <strong>of</strong> operations, performance and business prospects <strong>of</strong> <strong>Estrella</strong>, the completion <strong>of</strong> the <br />
Acquisition, the Shareholder Loan, the Private Placement and the Concurrent Financing. These forward-‐looking <br />
statements may relate to, among other things, forecasts or expectations regarding business outlook for <strong>Estrella</strong>; <br />
commodity prices for oil and natural gas; oil and natural gas demand and production growth; debt service <br />
requirements for <strong>Estrella</strong>; improvements in operating procedures and technology; capital expenditures by <strong>Estrella</strong> <br />
and the oil and gas industry; the business strategies <strong>of</strong> Estella’s customers; future global economic conditions; and <br />
future results <strong>of</strong> operations; expectations regarding the Corporation’s ability to raise capital; realization <strong>of</strong> the <br />
anticipated benefits <strong>of</strong> <strong>acquisition</strong>s and dispositions, revenue growth, future <strong>acquisition</strong>s, generation <strong>of</strong> cash flow, <br />
and may also include other statements that are predictive in nature, or that depend upon or refer to future events or <br />
conditions, and can generally be identified by words such as “may”, “will”, “expects”, “anticipates”, “intends”, <br />
“plans”, “believes”, “estimates”, “guidance” or similar expressions. In addition, any statements that refer to <br />
expectations, projections or other characterizations <strong>of</strong> future events or circumstances are forward-‐looking <br />
statements. These statements are not historical facts or guarantees <strong>of</strong> future performance, but instead represent <br />
management’s current expectations, estimates and projections regarding future events. <br />
The reader is cautioned that assumptions used in the preparation <strong>of</strong> any forward-‐looking information may prove to <br />
be incorrect. Events or circumstances, such as future availability <strong>of</strong> capital on favourable terms, may cause actual <br />
results to differ materially from those predicted, as a result <strong>of</strong> numerous known and unknown risks, uncertainties, <br />
and other factors, many <strong>of</strong> which are beyond the control <strong>of</strong> <strong>Estrella</strong>. The reader is cautioned not to place undue <br />
reliance on any forward-‐looking information. Such information, although considered reasonable by management at <br />
the time <strong>of</strong> preparation, may prove to be incorrect and actual results may differ materially from those anticipated. <br />
Forward-‐looking statements contained in this press release are expressly qualified by this cautionary statement. The <br />
forward-‐looking statements contained in this press release are made as <strong>of</strong> the date <strong>of</strong> this press release, and <strong>Estrella</strong> <br />
does not undertake any obligation to update publicly or to revise any <strong>of</strong> the included forward-‐looking statements, <br />
whether as a result <strong>of</strong> new information, future events or otherwise, except as required by securities law. <br />
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. <br />
NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER <br />
TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE <br />
UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE <br />
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY <br />
NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR <br />
EXEMPT THEREFROM. <br />
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies <strong>of</strong> <br />
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy <strong>of</strong> this release. <br />
14825550.4<br />
www.estrellasp.com <br />
Page 4 <strong>of</strong> 4