NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Calgary, Alberta – February 22, 2018 – STEP Energy Services Ltd. (the “Company” or “STEP”) is pleased to announce that, consistent with its strategic growth plans, it has entered into an agreement to acquire all of the issued and outstanding capital stock of Tucker Energy Services Holdings, Inc. (“Tucker”) for total cash consideration of US$275 million, before closing adjustments (the “Acquisition”). Tucker is a privately owned and geographically focused provider of fracturing and completion solutions operating primarily in the SCOOP/STACK and Woodford plays in Oklahoma. The Acquisition includes four fracturing spreads representing 192,500 horsepower (HP) (three spreads comprising of 142,500 HP currently operating, and a fourth fracturing spread of 50,000 HP expected to be delivered in the second quarter of 2018), two coiled tubing spreads and 15 wireline units. In addition, STEP is pleased to provide an operational update for the fourth quarter of 2017 and first quarter of 2018.
Strategic Entry into the U.S. Fracturing Market in High-Growth U.S. Basins
1: HP includes Tucker's fourth fracturing spread with 50,000 HP anticipated to come online in 2018.
2: Geographic revenue breakdown is based on US$139.0 million revenue for the nine months ended September 30, 2017 in the Tucker Financial Statements converted to Canadian dollars at an exchange rate of 1.31 CAD/USD and STEP's revenue of $361.4 million and $37.5 million in its Canadian and U.S. segments, respectively, during the same period.
Significant Value Expected for STEP Shareholders
Well Positioned to Capitalize on U.S. Growth
Strong, Active and Growing Clients
Performance & Safety Driven Culture Aligned with STEP
"The Acquisition represents an incredibly exciting and unique opportunity for STEP and its shareholders. Expansion into the U.S. fracturing and completion solutions business has been a strategic goal and part of the Company’s growth plan. The acquisition of Tucker provides STEP with a launching pad into the U.S. fracturing market with established exposure to high-growth plays such as the SCOOP/STACK and Woodford and a loyal, high-quality client base. STEP and Tucker share the same commitment to a safety-driven, high-performance culture, and we look forward to welcoming Tucker’s professionals to STEP," said Regan Davis, STEP’s President & Chief Executive Officer.
Tucker provides fracturing and completion solutions to the U.S. oil and gas industry, primarily in the SCOOP/STACK and Woodford plays in Oklahoma, and to a client base which includes supermajor oil and gas companies and large independent exploration and production companies.
Tucker operates in the following three segments, with the majority of its revenue and Adjusted EBITDA coming from fracturing solutions:
Tucker owns a field service center in McAlester, Oklahoma that is the base for its fracturing spreads, coiled tubing units and cased-hole wireline logging services. Tucker has an additional facility in Abilene, Texas and operates a research and development facility in Tulsa, Oklahoma that also provides a base for open-hole wireline and other related services. Tucker currently employs approximately 400 professionals.
During the nine months ended September 30, 2017, Tucker generated approximately US$6.0 million in Adjusted EBITDA per fracturing spread per quarter (US$1.9 million in net income). A full-year deployment of four spreads at the same performance metrics achieved during the nine months ended September 30, 2017 would equate to an illustrative full-year Adjusted EBITDA1 of US$96.7 (US$30.2 million in net income).
STEP has entered into an agreement (the “Acquisition Agreement”) to acquire all of the issued and outstanding capital stock of Tucker for total consideration of US$275 million in cash, subject to certain closing adjustments. The Acquisition Agreement contains customary representations and warranties by the parties, and the parties have agreed to customary indemnities relating to breaches of representations, warranties, covenants and agreements. The closing of the Acquisition remains subject to the satisfaction of certain customary closing conditions, including receipt of regulatory approvals (including expiry of the applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976).
The Acquisition is not subject to any financing condition. STEP expects that the cash required to close the Acquisition of US$275 million, before closing adjustments, will be funded with cash on hand and the net proceeds of the $50 million Offering of subscription receipts ("Subscription Receipts"), with the balance funded from borrowings under the New Credit Facilities.
For purposes of financing the Acquisition, STEP has obtained committed financing in respect of a $330 million revolving syndicated credit facility, $10 million operating facility and US$7.5 million operating facility (the “New Credit Facilities”). The New Credit Facilities will replace STEP’s existing credit facilities and are expected to be available on or prior to closing of the Acquisition.
STEP has also entered into an agreement with a syndicate of underwriters (the “Underwriters”) co-led by CIBC Capital Markets and Peters & Co. Limited as joint bookrunners, pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 5,380,000 Subscription Receipts at an offering price of $9.30 per Subscription Receipt (the “Offering Price”) for total gross proceeds of $50 million (the "Offering").
In connection with the Offering, STEP has granted the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, at any time for a period of 30 days following the closing of the Offering, to purchase up to an aggregate of an additional 807,000 Subscription Receipts at the Offering Price.
The gross proceeds from the Offering (the “Escrowed Funds”) will be held in escrow pending completion of the Acquisition. If all conditions, undertakings and other matters to be satisfied, completed, or otherwise met prior to the completion of the Acquisition have been satisfied, completed, or otherwise met, or waived (other than payment of the purchase price, which is to be satisfied in part by the release of the Escrowed Funds) on or before 5:00 p.m. (Calgary time) on June 29, 2018, the Escrowed Funds, net of any fees owing to the Underwriters, will be released to STEP in connection with completion of the Acquisition and each Subscription Receipt will be exchanged for one Common Share, without payment of additional consideration or further action on the part of the holder thereof. If the Acquisition is not completed on or before 5:00 p.m. (Calgary time) on June 29, 2018, then holders of the Subscription Receipts will receive an amount equal to the full purchase price attributable to each Subscription Receipt held together with their pro rata entitlement to interest accrued on such amount, if any.
A preliminary short form prospectus (the "Prospectus") relating to the Offering will be filed by no later than February 28, 2018 with the securities commissions of each of the provinces of Canada. The Subscription Receipts may also be placed in the United States with certain qualified institutional buyers in transactions exempt from registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws. The Offering is subject to the receipt of all necessary regulatory and stock exchange approvals and is expected to close on or about March 15, 2018.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States and may not be offered or sold within the United States or to or for the benefit of a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.
STEP’s Canadian operations experienced strong demand and utilization during the fourth quarter of 2017, aside from the well-publicized break in activity that occurred in late December. This break provided a window to perform maintenance and prepare for a busy first quarter. STEP’s U.S. operations benefited from ongoing high utilization, improved pricing and the deployment of six coiled tubing spreads for the entire quarter. The Company anticipates realizing Adjusted EBITDA of between $34.5 million and $37.4 million, or 22.7% to 23.8% of the corresponding low and high point of the expected consolidated revenue range, and net income of between approximately $17.0 million and $18.0 million in the fourth quarter of 2017. See “Revenue and Reconciliation of Adjusted EBITDA to Net Income” below. We are pleased to once again be delivering results in line with market expectations.
First Quarter of 2018
STEP is pleased to report that its eighth fracturing spread has been put into service in the first quarter of 2018 consistent with the Company’s deployment schedule. All of the Company’s deployed fracturing and coil tubing equipment has a full calendar of work for the remainder of the first quarter of 2018. STEP is encouraged by its booking schedule for the second quarter of 2018, and expects the quarter will be more active than a typical spring breakup period. In the U.S., the Company’s seventh coiled tubing spread has been tested and deployed, while the eighth coiled tubing spread is expected to be operational before the end of the first quarter. Ongoing client inquiries continue to be supportive of deploying new equipment to the U.S. markets. The information in this paragraph about first quarter 2018 is before giving effect for the Acquisition.
All figures and information indicated in this “Operations Outlook & Update” section with respect to the three month period ended December 31, 2017 are preliminary, have not been reviewed by the Company’s auditors and are subject to change as the Company’s financial results are finalized. The preliminary results and information (including with respect to active fracturing and coiled tubing capacity, revenue, Adjusted EBITDA and net income) provided in this section constitute forward-looking information within the meaning of Applicable Securities Laws, are based on a number of assumptions and are subject to a number of risks and uncertainties. See “Forward-Looking Statements”.
CIBC Capital Markets acted as exclusive financial advisor to STEP with respect to the Acquisition. Simmons & Company International, Energy Specialists of Piper Jaffray, acted as exclusive financial advisor to Tucker Energy Services Ltd.
This document contains certain forward‐looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "should", "believe", "plans" and similar expressions are intended to identify forward‐looking information or statements. In particular, but without limiting the foregoing, this document contains forward‐ looking information and statements pertaining to the following: the Offering Price, the completion, size, expenses and timing of the Offering and the number of Subscription Receipts offered pursuant to the Offering; the gross and net proceeds of the Offering and the use of proceeds from the Offering; the exercise of the Over-Allotment Option; the completion of the Acquisition and the timing thereof; the financing of the Acquisition, including expectations regarding the availability of the New Credit Facilities and the timing thereof; the anticipated benefits of the Acquisition; the pro forma operational information of STEP after completion of the Acquisition; expectations regarding growth in the U.S. oilfield services industry; the delivery of Tucker’s fourth fracturing spread in the second quarter of 2018; the anticipated financial and market flexibility provided by the Acquisition; and the Company’s capital plan.
The forward‐looking information and statements contained in this document reflect several material factors and expectations and assumptions of the Company including, without limitation: timing of receipt of applicable regulatory approvals for the Offering and the Acquisition; the Company’s ability to complete the Acquisition and integrate Tucker’s business and operations with STEP’s business and operations; future demand for the Company’s services; the Company’s ability to market successfully to current and new clients; future sources of funding for the Company’s capital program; and the Company’s ability to obtain financing on acceptable terms. The Company believes the material factors, expectations and assumptions reflected in the forward‐looking information and statements are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward‐looking information and statements included in this document are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking information or statements including, without limitation: possible failure to realize the anticipated benefits of the Acquisition; inability to complete the Acquisition on the terms specified or at all; potential undisclosed liabilities associated with the Acquisition; volatility of the oil and natural gas industry; excess equipment levels; competition in the oilfield services industry; restrictions on access to capital; federal and provincial legislative and regulatory initiatives could result in increased costs and additional operating restrictions or delays; inability to manage growth; and actual results may differ materially from management estimates and assumptions.
The forward‐looking information and statements contained in this document speak only as of the date of the document, and none of the Company or its subsidiaries assumes any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws. The reader is cautioned not to place undue reliance on forward‐looking information.
In addition to using financial measures prescribed by IFRS, references are made in this press release to “Adjusted EBITDA” as it relates to Tucker and “funds flow per share” as it relates to STEP and STEP pro forma the Acquisition, which are measures that do not have any standardized meaning as prescribed by IFRS. Accordingly, the Company’s use of such terms may not be comparable to similarly defined measures presented by other entities. These financial measures should not be considered as an alternative to, or more meaningful than, measures of financial performance as determined in accordance with IFRS as an indicator of performance.
“Adjusted EBITDA” is a financial measure not presented in accordance with IFRS and is equal to net income before finance costs, depreciation and amortization, loss (gain) on property and equipment, current and deferred income tax provisions and recoveries, share-based compensation, impairment and transaction costs and foreign exchange (gain) loss. Losses (gains) on property and equipment are excluded because they are not part of the regular business activities of Tucker. Adjusted EBITDA is presented because it is widely used by the investment community as it provides an indication of the results generated by the normal course business activities of Tucker prior to considering how the activities are financed and the results are taxed. STEP uses Adjusted EBITDA internally to evaluate operating and segment performance, because management believes it provides better comparability between periods.
The following table presents a reconciliation of the non-IFRS financial measure of Adjusted EBITDA to the IFRS financial measure of net income (loss) as it relates to Tucker.
“Funds flow” is a financial measure not presented in accordance with IFRS and is equal to net income before depreciation and amortization, share-based compensation, unrealized foreign exchange (gain) loss, loss (gain) on property and equipment, finance costs, deferred income tax expense (recovery), cash finance costs paid and cash tax received. “Funds flow per share” is funds flow divided by the weighted average number of Common Shares outstanding for the period. Funds flow per share is presented because it provides management and investors with an indication of operating results excluding items that are non-cash in nature on a per share basis.
The following table presents a reconciliation of the non-IFRS financial measure of funds flow to the IFRS financial measure of net income (loss) as it relates to STEP and STEP pro forma the Acquisition.
1. Tucker figures converted to Canadian dollars at 1.31 CAD/USD. This reconciliation table should be read in conjunction with the STEP Pro Forma Financial Statements, including the notes thereto, which will be included in the Prospectus.
2. The pro forma net income for the nine months ended September 30, 2017 is based on historical financial statements of STEP and Tucker as adjusted for the effects of the Offering, the New Credit Facilities and the Acquisition, as if these events had taken place on January 1, 2016.
3. A provision for interest expense needs to be recognized due to the New Credit Facilities to be entered into by STEP in connection with financing the Acquisition.
4. An adjustment to record the income tax provisions based on the other adjustments. The statutory interest rate of 27% in Canada has been applied for the pro-forma adjustments made in the period ended September 30, 2017.
5. Calculated by dividing funds flow or net income attributable to Common Shares by the weighted average number of Common Shares outstanding for the period. The calculation of the pro forma funds flow per share and net income per share reflects the issuance of approximately 5.3 million Common Shares (pursuant to the Offering), as if the issuance had taken place on January 1, 2016.
Readers are cautioned not to consider these non-IFRS measures in isolation or place undue reliance on ratios or percentages calculated using these on-IFRS measures. These non-IFRS measures should be read in conjunction with the financial statements of Tucker (the "Tucker Financial Statements") and the STEP pro forma financial statements (the "STEP Pro Forma Financial Statements"), including the notes thereto, both of which will be included in the Prospectus.
Readers are cautioned that the foregoing information from the STEP Pro Forma Financial Statements includes information from the Tucker Financial Statements that were prepared in accordance with U.S. GAAP and reconciled to IFRS for those IFRS adjustments relevant to the Acquisition. Such unaudited pro forma consolidated financial information has been prepared using certain of STEP’s financial statements as well as the Tucker Financial Statements as more particularly described in the notes to the STEP Pro Forma Financial Statements, which will be included in the Prospectus. The historical financial information of Tucker used to prepare the STEP Pro Forma Financial Statements may not reflect what the financial results of Tucker would have been had STEP owned Tucker during the period presented or what STEP’s financial results will be in the future. Actual results may differ from those presented in the STEP Pro Forma Financial Statements and the assumptions and estimates underlying the pro forma financial information may be materially different from STEP’s actual experience going forward.
STEP Energy Services is an oilfield service company founded in 2011 that provides fully integrated coiled tubing and fracturing solutions. The Company’s combination of modern, fit-for-purpose fracturing and coiled tubing equipment has differentiated STEP in plays where wells are deeper, have longer laterals, and higher pressure.
Initially operating only in Canada as a specialized, deep capacity coiled tubing company, in 2015, STEP expanded into the U.S., and also began offering fracturing services to its Canadian clients. Currently, STEP is a fully integrated, deep capacity coiled tubing and fracturing solutions provider focused primarily in the Montney and Duvernay in Canada, and as coiled tubing services provider in the Permian and Eagle Ford basins in Texas and the Haynesville play in Louisiana. STEP’s U.S. business is a key differentiator for STEP, as the rate of expansion and profitability from that segment is expected to contribute meaningfully to the Company’s growth. STEP’s continuing track record of safety, efficiency and execution drives repeat business from our blue-chip exploration and production clients.
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President & Chief Executive Officer