ClearStream to pay interest on Senior Secured Debentures in kind
2021年12月11日 - 7:00AM
ClearStream Energy Services Inc. (“ClearStream”) (TSX: CSM) is
pleased to announce that Canso Investment Counsel Ltd., in its
capacity as portfolio manager for and on behalf of certain accounts
that it manages ("Canso"), and sole holder of its 8% senior secured
debentures due March 23, 2026 (the “Senior Secured
Debentures”), has agreed to accept the issuance of an additional
4,278 Senior Secured Debentures on December 31, 2021,
4,449 Senior Secured Debentures on June 30, 2022 and
4,627 Senior Secured Debentures on December 31, 2022 at a
principal amount of $1,000 per Senior Secured Debenture in order to
satisfy the interest that would otherwise become due and payable on
such dates (the “Payment in Kind Transactions”).
The Payment in Kind Transactions will save
ClearStream approximately $13.4 million in cash, preserve this
capital for its ongoing operations and improve its financial
situation. In addition, the Payment in Kind Transactions will
assist ClearStream to maintain compliance with the covenants under
its asset-based lending facility. Following the Payment in Kind
Transactions, the principal amount of Senior Secured Debentures
outstanding will be approximately $111.2 million at
December 31, 2021, $115.7 million at June 30, 2022
and $120.3 million at December 31, 2022.
As Canso currently holds approximately 16% of
ClearStream's outstanding common shares, approximately 99.8% of the
outstanding Series 1 preferred shares, 100% of the outstanding
series 2 preferred shares and 100% of the outstanding Senior
Secured Debentures, it is deemed an “insider” and "related party"
of ClearStream and the Payment in Kind Transactions constitute a
“related party transaction” under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). ClearStream is relying on the financial
hardship exemption for both the formal valuation and minority
approval requirements of MI 61-101 for the Payment in Kind
Transactions.
About ClearStream Energy Services Inc.
With a legacy of excellence and experience
stretching back more than 50 years, ClearStream provides solutions
to the Energy and Industrial markets including: Oil & Gas,
Petrochemical, Mining, Power, Agriculture, Forestry, Infrastructure
and Water Treatment. With offices strategically located across
Canada and a dedicated workforce, we provide maintenance,
construction and environmental services that keep our clients
moving forward. For more information about ClearStream, please
visit www.clearstreamenergy.ca or contact:
Randy WattChief Financial OfficerClearStream
Energy Services Inc.(587) 318-0997rwatt@clearstreamenergy.ca |
Yves PalettaChief Executive OfficerClearStream
Energy Services Inc.(587)
318-0997ypaletta@clearstreamenergy.ca |
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Advisory Regarding Forward-Looking
Information
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. Specifically, this press release contains
forward-looking information relating to: the amount of interest on
the Senior Secured Debentures to be paid in kind; the number of the
Senior Secured Debentures to be issued; and the principal amount of
the Senior Secured Debentures outstanding at December 31,
2021, June 30, 2022 and December 31, 2022.
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, the success of our response to the COVID-19 global
pandemic, risks related to the integration of acquired businesses,
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, 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
information is 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.
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