Source Energy Services Ltd. (“Source” or the “Company”)
(
TSX: SHLE) is pleased to announce that it has
completed a comprehensive refinancing of its credit facilities by
entering into a new five year $135 million (USD) term loan (the
“Term Loan”) with Silver Point Finance, LLC (“Silver Point”) and a
new $40 million (CND) revolving asset-backed loan (“CIBC ABL”)
facility with the Canadian Imperial Bank of Commerce (“CIBC”).
Proceeds from the Term Loan will be used to redeem the outstanding
10.5% Senior Secured Notes due March 15, 2025 (the “Notes”) and
repay the outstanding amounts drawn on the Company’s current asset
backed loan facility.
The refinancing package provides Source with:
- a lower cost of borrowing;
- increased financial flexibility;
- enhanced liquidity, with an undrawn CIBC ABL and approximately
$10.0 million of cash on the balance sheet at close;
- neutrality to its current leverage position; and
- maturities out to 2029.
“The new credit facilities strengthen our
balance sheet and enhance our liquidity, which further positions us
to execute on our long-term growth strategies, while continuing to
de-lever the business,” said Derren Newell, Chief Financial
Officer. “We are excited to partner with Silver Point and CIBC for
the next chapter of our business and we would like to thank both
FGI and the noteholders for their past commitments.”
The Term Loan agreement with Silver Point
matures on December 20, 2029 and bears interest at Term SOFR plus
an applicable margin. The Term Loan agreement contains covenants
and principal amortization typical for this type of facility.
The CIBC ABL facility remains undrawn at close,
matures on December 20, 2027, and may be drawn in Canadian or U.S.
dollars. Interest rates are determined, using Prime, Base rate,
CORRA or SOFR plus an applicable margin, based on average monthly
amounts drawn on the facility. The borrowing base formula is
applied to accounts receivable and inventory, and the facility
contains covenants that are typical for this type of facility.
Source has delivered a notice of redemption (the
“Redemption Notice”), effective December 19, 2024, for all of its
outstanding Notes, representing an aggregate principal value of
$140.5 million. As set forth in the Redemption Notice, the
redemption date will be January 20, 2024 (the “Redemption Date”)
and the redemption price is 100% of the principal amount of the
Notes outstanding plus accrued and unpaid interest up to but
excluding the Redemption Date, in accordance with the provisions of
the indenture governing the Notes (the “Redemption”).
This press release does not constitute a notice
of redemption of the Notes. Information concerning the terms and
conditions of the Redemption is described in the Redemption Notice
distributed to holders of the Notes by Computershare Trust Company,
as trustee, with respect to the Notes. Beneficial holders of the
Notes with any questions about the Redemption should contact their
respective brokerage firm or financial institution.
A redacted copy of the Silver Point Term Loan
agreement and the CIBC ABL agreement will be available on Source’s
SEDAR Plus Profile at www.sedarplus.ca in accordance with National
Instrument 51-102 – Continuous Disclosure Obligations as adopted by
the Canadian Securities regulatory authorities.
ABOUT SOURCE ENERGY
SERVICES
Source is a company that focuses on the
integrated production and distribution of frac sand, as well as the
distribution of other bulk completion materials not produced by
Source. Source provides its customers with an end-to-end solution
for frac sand supported by its Wisconsin and Peace River mines and
processing facilities, its Western Canadian terminal network and
its “last mile” logistics capabilities, including its trucking
operations, and Sahara, a proprietary well site mobile sand storage
and handling system.
Source’s full-service approach allows customers
to rely on its logistics platform to increase reliability of supply
and to ensure the timely delivery of frac sand and other bulk
completion materials at the well site.
ABOUT SILVER POINT
Silver Point is a leading global credit
investing firm founded in 2002. With a dedicated team of more than
320 employees, Silver Point oversees $37 billion in investable
assets across a comprehensive credit platform that includes public
and private investment strategies. Silver Point's Direct Lending
business has delivered customized financing solutions to
middle-market companies across a broad range of industries. It
works in close partnership with borrowers, developing a thorough
understanding of their businesses and addressing a wide variety of
capital needs with speed and certainty. Silver Point's flexible
mandate allows clients to execute on M&A activity, refinancings
and growth capital, among a range of transaction types. Along with
its affiliates, Silver Point's Direct Lending business manages over
$15 billion in investable capital. For more information, please
visit www.silverpointcapital.com.
ABOUT CIBC
CIBC is a leading North American financial
institution with 14 million personal banking, business, public
sector and institutional clients. Across Personal and Business
Banking, Commercial Banking and Wealth Management, and Capital
Markets, CIBC offers a full range of advice, solutions and services
through its leading digital banking network, and locations
across Canada, in the United States and around the
world. Ongoing news releases and more information about CIBC can be
found
at https://www.cibc.com/en/about-cibc/media-centre.html.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press
release constitute forward-looking statements relating to, without
limitation, expectations, intentions, plans and beliefs, including
information as to the future events, results of operations and
Source’s future performance (both operational and financial) and
business prospects. In certain cases, forward-looking statements
can be identified by the use of words such as “expects”,
“believes”, “continues”, “focus”, “trend”, or variations of such
words and phrases, or state that certain actions, events or results
“may” or “will” be taken, occur or be achieved. Such
forward-looking statements reflect Source’s beliefs, estimates and
opinions regarding its future growth, results of operations, future
performance (both operational and financial), and business
prospects and opportunities at the time such statements are made,
and Source undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or
circumstances should change unless required by applicable law.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions made by Source that are inherently
subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Forward-looking
statements are not guarantees of future performance. In particular,
this press release contains forward-looking statements pertaining,
but not limited to: the Company’s ability to use the proceeds of
the Term Loan to redeem the Notes and repay the outstanding amounts
drawn on the current asset backed loan facility; the Company’s
ability to execute on its long-term growth strategies; the
Company’s ability to de-lever its business over time; and
expectations relating to the Redemption, including the terms and
conditions of such Redemption and the anticipated timing
thereof.
By their nature, forward-looking statements
involve numerous current assumptions, known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Source to differ materially from
those anticipated by Source and described in the forward-looking
statements.
With respect to the forward-looking statements
contained in this press release assumptions have been made
regarding, among other things: future oil, natural gas and
liquefied natural gas prices; future global economic and financial
conditions; future commodity prices, demand for oil and gas and the
product mix of such demand; levels of activity in the oil and gas
industry in the areas in which Source operates; future capital
expenditures to be made by Source; future sources of funding for
Source’s capital program; Source’s future debt levels; the impact
of competition on Source; and Source’s ability to obtain financing
on acceptable terms.
A number of factors, risks and uncertainties
could cause results to differ materially from those anticipated and
described herein including, among others: the effects of
competition and pricing pressures; risks inherent in key customer
dependence; effects of fluctuations in the price of proppants;
risks related to indebtedness and liquidity, including Source’s
leverage, restrictive covenants in Source’s debt instruments and
Source’s capital requirements; risks related to interest rate
fluctuations and foreign exchange rate fluctuations; changes in
general economic, financial, market and business conditions in the
markets in which Source operates; changes in the technologies used
to drill for and produce oil and natural gas; Source’s ability to
obtain, maintain and renew required permits, licenses and approvals
from regulatory authorities; the stringent requirements of and
potential changes to applicable legislation, regulations and
standards; the ability of Source to comply with unexpected costs of
government regulations; liabilities resulting from Source’s
operations; the results of litigation or regulatory proceedings
that may be brought by or against Source; the ability of Source to
successfully bid on new contracts and the loss of significant
contracts; uninsured and underinsured losses; risks related to the
transportation of Source’s products, including potential rail line
interruptions or a reduction in rail car availability; the
geographic and customer concentration of Source; the impact of
extreme weather patterns and natural disasters; the impact of
climate change risk; the ability of Source to retain and attract
qualified management and staff in the markets in which Source
operates; labour disputes and work stoppages and risks related to
employee health and safety; general risks associated with the oil
and natural gas industry, loss of markets, consumer and business
spending and borrowing trends; limited, unfavorable, or a lack of
access to capital markets; uncertainties inherent in estimating
quantities of mineral resources; sand processing problems;
implementation of recently issued accounting standards; the use and
suitability of Source’s accounting estimates and judgments; the
impact of information systems and cyber security breaches; the
impact of inflation on capital expenditures; and risks and
uncertainties related to pandemics such as COVID-19, including
changes in energy demand.
Although Source has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in the
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will materialize or prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. The forward-looking statements contained in this
press release are expressly qualified by this cautionary statement.
Readers should not place undue reliance on forward-looking
statements. These statements speak only as of the date of this
press release. Except as may be required by law, Source expressly
disclaims any intention or obligation to revise or update any
forward-looking statements or information whether as a result of
new information, future events or otherwise.
Any financial outlook and future-oriented
financial information contained in this press release regarding
prospective financial performance, financial position or cash flows
is based on assumptions about future events, including economic
conditions and proposed courses of action based on management’s
assessment of the relevant information that is currently available.
Projected operational information contains forward-looking
information and is based on a number of material assumptions and
factors, as are set out above. These projections may also be
considered to contain future oriented financial information or a
financial outlook. The actual results of Source’s operations for
any period will likely vary from the amounts set forth in these
projections and such variations may be material. Actual results
will vary from projected results. Readers are cautioned that any
such financial outlook and future-oriented financial information
contained herein should not be used for purposes other than those
for which it is disclosed herein. The forward-looking information
and statements contained in this document speak only as of the date
hereof and have been approved by the Company’s management as at the
date hereof. The Company does not assume any obligation to publicly
update or revise them to reflect new events or circumstances,
except as may be required pursuant to applicable laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
Scott MelbournChief Executive Officer(403) 262-1312
investorrelations@sourceenergyservices.com
Derren NewellChief Financial Officer(403) 262-1312
investorrelations@sourceenergyservices.com
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