CALGARY, AB, Oct. 16, 2020 /CNW/ - Calfrac Well Services Ltd.
("Calfrac" or the "Company") (TSX: CFW) today
announced that Calfrac's Shareholders and Unsecured
Noteholders have overwhelmingly approved the Company's Amended
Recapitalization Transaction to be implemented pursuant to a Plan
of Arrangement under Section 192 of the Canada Business
Corporations Act.
At the meeting of Shareholders held today, each of the
resolutions in connection with the approval of the Amended
Recapitalization Transaction was approved. Excluding Common Shares
voted by Wilks Brothers, LLC, no more than 4% of the issued and
outstanding Common Shares were voted against any of such
resolutions.
At the meeting of Unsecured Noteholders held today, the Amended
Recapitalization Transaction was approved by approximately 99.8% of
the votes cast.
A report of voting results outlining the results of each of the
applicable Shareholder votes will be filed on the Company's profile
at www.sedar.com.
In addition, Calfrac announces that pursuant to the Amended
Recapitalization Transaction, Shareholders have elected to receive
the Shareholder Cash Election of $0.15 per Common Share in respect of an aggregate
of 6,061,561 Common Shares (each on a pre-consolidation basis),
representing an aggregate cash election amount of approximately
$910,000.
The hearing to seek Court approval of the Plan of Arrangement is
currently scheduled for 10:00 a.m.
(MT) on October 28, 2020, or
such other date as may be set by the Court. Subject to obtaining
Court approval of the Plan of Arrangement and the satisfaction or
waiver of the other conditions to the implementation of the Plan of
Arrangement, the Company intends to complete the Amended
Recapitalization Transaction in early November.
Greg Fletcher, Calfrac's Lead
Independent Director commented "We are grateful for the support of
our Noteholders and Shareholders in this process and will now shift
our focus to securing Court approval for the Amended
Recapitalization Transaction."
Lindsay Link, Calfrac's President
and Chief Operating Officer added "I want to thank our team and
advisors for their efforts in delivering this result. At the same
time, I am proud of our operations staff for continuing to deliver
on Calfrac's Brand Promise over
these last several months. The strength of our client and vendor
relationships has been proven during this period, and for those
partnerships we are grateful."
Calfrac's Common Shares are publicly traded on the Toronto
Stock Exchange under the trading symbol "CFW". Calfrac provides
specialized oilfield services to exploration and production
companies designed to increase the production of hydrocarbons from
wells drilled throughout western Canada, the United
States, Argentina and
Russia.
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" and similar expressions are
intended to identify forward-looking information or statements.
More particularly and without limitation, this press release
contains forward-looking statements and information relating to the
completion of the proposed Amended Recapitalization Transaction,
timing of the Court hearing to approve the Plan of Arrangement and
Calfrac's expectations and intentions with respect to the
foregoing. These forward-looking statements and information are
based on certain key expectations and assumptions made by Calfrac
in light of its experience and perception of historical trends,
current conditions and expected future developments as well as
other factors it believes are appropriate in the circumstances,
including, but not limited to, the following: the Amended
Recapitalization Transaction will be completed as proposed;
economic and political environment in which Calfrac operates;
Calfrac's expectations for its customers' capital budgets and
geographical areas of focus; the effect unconventional oil and gas
projects have had on supply and demand fundamentals for oil and
natural gas; Calfrac's existing contracts and the status of current
negotiations with key customers and suppliers; the effectiveness of
cost reduction measures instituted by Calfrac; and the likelihood
that the current tax and regulatory regime will remain
substantially unchanged. Although Calfrac believes that the
expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information as Calfrac cannot give any assurance that they will
prove to be correct. Since forward-looking statements and
information address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks associated with: Calfrac's ability to continue to
manage the effect of the COVID-19 pandemic on its operations;
actions taken by Wilks Brothers; decisions by Canadian securities
regulators and/or the courts; default under the Company's credit
facilities and/or the Company's senior secured notes due to a
breach of covenants therein; failure to reach any additional
agreements with the Company's lenders; the impact of events of
defaults in respect of other material contracts of the Company,
including but not limited to, cross-defaults resulting in
acceleration of amounts payable thereunder or the termination of
such agreements; failure to receive any applicable regulatory
approvals in respect of the Amended Recapitalization Transaction;
global economic conditions; along with those risk and uncertainties
identified under the heading "Risk Factors" and elsewhere in the
Management Information Circular dated August
17, 2020, as supplemented by the Material Change Report
dated September 25, 2020, and
Company's annual information form dated March 10, 2020, each as filed on SEDAR at
www.sedar.com.
The forward-looking statements and information contained in
this press release are made as of the date hereof and Calfrac does
not undertake any obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws. This press release is not an offer of
securities for sale in the United
States. Securities may not be offered or sold in
the United States absent an
exemption from registration under the Securities Act of
1933.
SOURCE Calfrac Well Services Ltd.