SES Secure Energy Services Inc

CALGARY, AB, April 29, 2024 /CNW/ - SECURE Energy Services Inc. ("SECURE") (TSX: SES), announced today that it has entered into an agreement (the "Purchase Agreement") with an affiliate (the "Selling Shareholder") of TPG Angelo Gordon (collectively with its affiliated entities, "TPG Angelo Gordon") to purchase for cancellation an aggregate of 13,181,020 common shares in the capital of SECURE (the "Shares") at a price of $11.38 per Share (representing a discount of approximately 1.8% to the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on April 26, 2024), for gross proceeds to the Selling Shareholder of approximately $150 million (the "Share Repurchase Transaction"). As a result of the Share Repurchase Transaction, TPG Angelo Gordon's ownership in SECURE will be reduced from 52,529,667 Shares to 39,348,647 Shares (representing a decrease from approximately 19.01% to approximately 14.96% of the issued and outstanding Shares after giving effect to the Share Repurchase Transaction).

SECURE also reiterated today its intention to commence a substantial issuer bid whereby SECURE will offer to purchase up to $250 million of its outstanding Shares (the "Offer") from holders of Shares, excluding TPG Angelo Gordon (the "Shareholders"). As of April 29, 2024, after giving effect to the Share Repurchase Transaction, there will be 263,097,071 Shares issued and outstanding. The Offer will be for approximately 8.34% of the total number of issued and outstanding Shares, after giving effect to the Share Repurchase Transaction, if the purchase price is determined to be $11.40 (which is the minimum price per Share under the Offer) and approximately 7.31% of the total number of issued and outstanding Shares, after giving effect to the Share Repurchase Transaction, if the purchase price is determined to be $13.00 (which is the maximum price per Share under the Offer).

Share Repurchase Transaction Details

Closing of the Share Repurchase Transaction is expected to occur later today. SECURE will fund the Share Repurchase Transaction with cash on hand and remains well positioned to continue funding its ongoing strategic capital initiatives using cash on hand and operating cash flows.

The Share Repurchase Transaction was overseen by SECURE's Board of Directors (the "Board"), other than a director who recused himself from Board meetings, or portions thereof, as applicable, at which the Share Repurchase Transaction was considered, due to ongoing relationships with TPG Angelo Gordon. The Board undertook a deliberate and full consideration of the Share Repurchase Transaction with the assistance of its advisors outlined below, and determined that the Share Repurchase Transaction is in the best interests of SECURE.

Pursuant to the Purchase Agreement, TPG Angelo Gordon has also agreed not to sell, dispose of or otherwise transfer its remaining Shares until the earlier of the expiry of the Offer and 90 days following the closing of the Share Repurchase Transaction, subject to certain limited exceptions. Accordingly, TPG Angelo Gordon will not be entitled to tender any of its remaining Shares to the Offer.

In connection with the Share Repurchase Transaction, Stifel Nicolaus Canada Inc. ("Stifel") provided an opinion to the Board stating that, subject to the assumptions, limitations and qualifications therein, as of the date thereof, the consideration to be paid by SECURE pursuant to the Purchase Agreement is fair, from a financial point of view, to SECURE. Stifel was paid a fixed fee for its services.

"The Share Repurchase Transaction is an opportunity for SECURE to continue to enhance shareholder returns by acquiring these shares at a discount to the market price and alleviate any potential market perception of overhang on SECURE's shares," said Rene Amirault, SECURE's Chief Executive Officer. "Value creation by way of strategic and efficient capital allocation decisions is an important part of our strategy and this transaction is accretive for all SECURE shareholders. TPG Angelo Gordon remains a committed, long-term shareholder of SECURE and we continue to value their ongoing support and engagement."

Substantial Issuer Bid Details

The Offer will proceed by way of a "modified Dutch auction". Shareholders wishing to tender to the Offer will be entitled to do so pursuant to: (i) auction tenders in which tendering Shareholders will specify the number of Shares being tendered at a price of not less than $11.40 and not more than $13.00 per Share in increments of $0.05 per Share, or (ii) purchase price tenders in which the tendering Shareholders do not specify a price per Share, but rather agree to have a specified number of Shares purchased at the purchase price to be determined by the auction tenders.

The purchase price to be paid by SECURE for each validly deposited Share will be based on the number of Shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by Shareholders making auction tenders. The purchase price (the "Purchase Price") will be the lowest price which enables SECURE to purchase the maximum number of Shares not exceeding an aggregate of $250 million in value based on valid auction tenders and purchase price tenders, determined in accordance with the terms of the Offer. Shares deposited at or below the finally determined Purchase Price will be purchased at such Purchase Price. Shares that are not taken up in connection with the Offer, including Shares deposited pursuant to auction tenders at prices above the Purchase Price, will be returned to Shareholders that tendered to the Offer.

If the aggregate Purchase Price for Shares validly deposited and not withdrawn pursuant to auction tenders and purchase price tenders would collectively result in an aggregate Purchase Price in excess of the amount available for auction tenders and purchase price tenders, SECURE will purchase Shares from the Shareholders who made purchase price tenders or tendered at or below the finally determined Purchase Price on a pro rata basis, except that "odd lot" holders (holders of less than 100 Shares) will not be subject to proration.

The Offer is expected to commence on May 1, 2024 and remain open for acceptance until 5:00 p.m. (Eastern Time) on June 5, 2024, unless withdrawn, extended or varied by SECURE. The Offer will not be conditional upon any minimum number of Shares being tendered. The Offer will, however, be subject to other conditions and SECURE will reserve the right, subject to applicable laws, to withdraw, amend or vary the Offer, if, at any time prior to the payment of deposited Shares, certain events occur as described in the Offer Documents (as defined below). SECURE expects to fund the purchase of Shares pursuant to the Offer, including all related fees and expenses, from a combination of cash available to be drawn on SECURE's existing revolving credit facility and available cash on hand.

On April 24, 2024, the last full trading day prior to the public announcement of SECURE's intention to make the Offer, the closing price of the Shares on the TSX was $11.07 per Share and on April 26, 2024, the last full trading day prior to the announcement of the terms of the Offer by SECURE, the closing price of the Shares on the TSX was $11.59 per Share.

The Board believes that the Offer is a prudent use of SECURE's financial resources given SECURE's business profile and assets, the current market price of the Shares and SECURE's ongoing cash requirements. The Board also believes that the Offer will provide Shareholders with the option to access additional liquidity with respect to their Shares. The Offer provides SECURE with the opportunity to return up to $250 million of capital to Shareholders who elect to tender while at the same time increasing the proportionate share ownership of Shareholders who do not elect to tender.

Details of the Offer, including instructions for tendering Shares to the Offer and the factors considered by the Board in making its decision to approve the Offer, will be included in the formal offer to purchase and issuer bid circular and other related documents (the "Offer Documents"), which are expected to be mailed to Shareholders on or about May 1, 2024 and concurrently filed with applicable Canadian Securities Administrators, and made available free of charge on SECURE's SEDAR+ profile at www.sedarplus.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.

The Board has obtained a liquidity opinion from RBC Dominion Securities Inc. ("RBC Capital Markets") to the effect that, based on and subject to the qualifications, assumptions and limitations stated in such opinion, and in each case after giving effect to the Share Repurchase Transaction, as applicable, as of the date hereof, a liquid market for the Shares exists and it is reasonable to conclude that, following the completion of the Offer, there will be a market for Shareholders who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer. A copy of the opinion of RBC Capital Markets will be included in the Offer Documents.

SECURE has engaged RBC Capital Markets to act as dealer manager and financial advisor, and Odyssey Trust Company ("Odyssey") to act as depositary, in connection with the Offer. McCarthy Tétrault LLP is acting as SECURE's legal advisor in respect of both the Share Repurchase Transaction and the Offer.

The Board has approved the Offer. However, none of SECURE, the Board, RBC Capital Markets, in its capacity as financial dealer manager and financial advisor, or Odyssey, in its capacity as the depositary, makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares. Shareholders are urged to evaluate carefully all information contained in the Offer Documents, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Shares under the Offer, and, if so, how many Shares to deposit and at what price(s).

SECURE has suspended its current normal course issuer bid in light of the Offer such that no purchases will be completed under its normal course issuer bid or its automatic securities purchase plan until the Offer is completed.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents.

Any questions or requests for information regarding the Offer should be directed to Odyssey, as the depositary at: corp.actions@odysseytrust.com, or RBC Capital Markets, as the dealer manager at: SECURESIB@rbccm.com.

This press release may contain forward-looking information within the meaning of applicable securities regulation. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding the Share Repurchase Transaction, including SECURE's intentions and expectations with respect to the Share Repurchase Transaction and the timing thereof; the anticipated closing date of the Share Repurchase Transaction; expectations related to SECURE's ability to continue funding its ongoing strategic capital initiatives using cash on hand and operating cash flows; expectations with respect to shareholder returns; the number of issued and outstanding Shares after giving effect to the Share Repurchase Transaction; SECURE's intentions and expectations with respect to the Offer, the terms and conditions of the Offer, including the aggregate number and dollar amount of Shares to be purchased for cancellation under the Offer, the expected expiration date of the Offer, and purchases thereunder and the effects of purchases under the Offer; expectations with respect to the timing of mailing and filing the Offer Documents and intentions with respect to SECURE's normal course issuer bid and automatic securities purchase plan. Purchases made under the Offer are not guaranteed and may be suspended at the discretion of the Board. SECURE believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to under the heading "Risk Factors" in SECURE's Annual Information Form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.com.

Although forward-looking statements contained in this press release are based upon what SECURE believes are reasonable assumptions, SECURE cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend, or assume any obligation, to update these forward-looking statements.

SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE's extensive infrastructure network located throughout western Canada and North Dakota includes waste processing and transfer facilities, industrial landfills, metal recycling facilities, crude oil and water gathering pipelines, crude oil terminals and storage facilities. Through this infrastructure network, SECURE carries out its principal business operations, including the processing, recovery, recycling and disposal of waste streams generated by our energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions SECURE provides are designed not only to help reduce costs, but also lower emissions, increase safety, manage water, recycle by-products and protect the environment.

SECURE's Shares trade under the symbol "SES" and are listed on the TSX. For more information, visit www.SECURE-energy.com.

SOURCE SECURE Energy Services Inc.