/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, May 24, 2024 /CNW/ - CES Energy
Solutions Corp. ("CES" or the "Company") (TSX:
CEU) (OTC: CESDF) announced today that it has closed its previously
announced private placement of $200 million aggregate
principal amount of 6.875% senior unsecured notes due May 24,
2029 (the "Notes").
The net proceeds from the issuance of the Notes, together
with draws on the Company's senior syndicated credit facility, will
be used to repay the $250 million
secured Canadian Term Loan Facility on more attractive terms,
providing a maturity extension to 2029 to further strengthen the
capital structure to meet the needs of the Company while reducing
the cost of capital.
BMO Capital Markets and TD Securities acted as joint active
bookrunning managers for the private placement, in a syndicate that
also included Scotiabank as joint bookrunning manager, ATB Capital
Markets, RBC Capital Markets and Wells Fargo Securities Canada,
Ltd. as co-lead managers, and CIBC Capital Markets, National Bank
Financial Markets, Peters & Co. Limited, Raymond James and Stifel Canada as
co-managers.
The Notes have not been registered under the United States Securities Act of
1933 (the "U.S. Securities Act") or applicable state
securities laws, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. The Notes have
not been, and will not be, qualified for sale to the public under
applicable Canadian securities laws and, accordingly, any offer and
sale of the Notes in Canada will
be made on a basis which is exempt from the prospectus requirements
of such securities laws. The Notes were offered and sold only
to non-U.S. persons in reliance on the "accredited investor"
prospectus exemption in Canada.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful.
About CES Energy Solutions
Corp.
CES is a leading provider of technically advanced consumable
chemical solutions throughout the lifecycle of the oilfield. This
includes solutions at the drill-bit, at the point of completion and
stimulation, at the wellhead and pump-jack, and finally through to
the pipeline and midstream market. CES' business model is
relatively asset light and requires limited re-investment capital
to grow. As a result, CES has been able to capitalize on the
growing market demand for drilling fluids and production and
specialty chemicals in North
America while generating free cash flow.
Additional information about CES is available on SEDAR+ at
www.sedarplus.ca or on the Company's website at
www.cesenergysolutions.com.
Cautionary Statement
Except for the historical and present factual information
contained herein, the matters set forth in this press release, may
constitute forward-looking information or forward-looking
statements (collectively referred to as "forward-looking
information") which involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements of CES, or industry results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking information. When used
in this press release, such information uses such words as "may",
"would", "could", "will", "intend", "expect", "believe", "plan",
"anticipate", "estimate", and other similar terminology. This
information reflects CES' current expectations regarding future
events and operating performance and speaks only as of the date of
the press release. Forward-looking information involves significant
risks and uncertainties, should not be read as a guarantee of
future performance or results, and will not necessarily be an
accurate indication of whether or not such results will be
achieved. A number of factors could cause actual results to differ
materially from the results discussed in the forward-looking
information, including, but not limited to, the factors discussed
below. The management of CES believes the material factors,
expectations and assumptions reflected in the forward-looking
information are reasonable but no assurance can be given that these
factors, expectations and assumptions will prove to be correct. The
forward-looking information contained in this document speaks only
as of the date of the document, and CES assumes no obligation to
publicly update or revise such information to reflect new events or
circumstances, except as may be required pursuant to applicable
securities laws or regulations.
In particular, this press release contains forward-looking
information pertaining to the following: that the Notes will not be
qualified for sale to the public under applicable Canadian
securities laws; the use of proceeds of the Notes; the timing and
terms of repayment of the Canadian Term Loan Facility; expectations
that the issuance of the Notes and refinancing of the Canadian Term
Loan Facility will strengthen CES' balance sheet and reduce the
cost of capital for CES; and expectations that the proceeds of the
Notes will meet the future capital needs of the Company.
CES' actual results could differ materially from those
anticipated in the forward-looking information as a result of a
number of factors and risks, including but not limited those
factors and risks referred to under "Risk Factors" in CES' Annual
Information Form for the year ended December
31, 2023 dated February 29,
2024, and "Risks and Uncertainties and New Developments" in
CES' MD&A for the three months ended March 31, 2024, dated May
8, 2024.
THE TORONTO
STOCK EXCHANGE HAS NOT REVIEWED
AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
SOURCE CES Energy Solutions Corp.