Precision Drilling Corporation Announces Proposed Private Offering of US$400,000,000 of Senior Notes and Conditional Early Re...
June 01 2021 - 3:20PM
Precision Drilling Corporation (“Precision” or the “Company”)
announced today that it intends, subject to market and other
conditions, to offer US$400,000,000 aggregate principal amount of
senior notes due 2029 (the “Notes”) in a private offering that is
exempt from the registration requirements of the U.S. Securities
Act of 1933, as amended (the “Securities Act”). The Notes will be
guaranteed on a senior unsecured basis by current and future U.S.
and Canadian subsidiaries that also guarantee Precision’s revolving
credit facility and certain other future indebtedness. Precision
plans to use the net proceeds from the offering, together with
unutilized capacity under its revolving credit facility, to: (i)
redeem in full US$286 million aggregate principal amount of its
7.750% Senior Notes due 2023 (“2023 Notes”); and (ii) redeem in
full US$263 million aggregate principal amount of its 5.250% Senior
Notes due 2024 (“2024 Notes”). The redemption of the 2023 Notes and
the 2024 Notes is conditional upon the completion of the Notes
offering.
The redemptions will be completed under the
optional redemption provisions of the indentures governing the 2023
Notes and 2024 Notes (together, “the Senior Notes”) at a redemption
price equal to 101.938% of the principal amount of the 2023 Notes
outstanding and 100.875% of the principal amount of the 2024 Notes
outstanding, respectively, and will include accrued and unpaid
interest on the Senior Notes up to, but excluding, the redemption
date of June 16, 2021. Senior Notes redeemed by the Company will be
cancelled and will not be reissued.
The Notes and the related guarantees will be
offered only to persons reasonably believed to be qualified
institutional buyers in reliance on the exemption from registration
set forth in Rule 144A under the Securities Act, and outside the
United States to non-U.S. persons in reliance on the exemption from
registration set forth in Regulation S under the Securities Act.
The Notes and the related guarantees have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, any securities, nor
shall there be any sales of the Notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. This news release is neither an offer to purchase nor
a solicitation of an offer to sell any of the 2023 Notes or the
2024 Notes and this news release shall not constitute a notice of
redemption in respect thereof.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND
STATEMENTS
Certain statements contained in this news
release relating to matters that are not historical facts
constitute “forward-looking information” within the meaning of
applicable Canadian securities legislation and “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the U.S. Private Securities Litigation Reform Act of 1995
(collectively, “forward-looking information and statements”).
Forward-looking information and statements in this news release
include, but are not limited to, the proposed offering of Notes and
the use of the net proceeds from the offering. Forward-looking
information and statements are based on certain expectations and
assumptions made by Precision, including the assumption that the
offering will be completed as proposed. Although Precision believes
that the expectations and assumptions on which such forward-looking
information and statements are based are reasonable, undue reliance
should not be placed on the forward-looking information and
statements as Precision cannot give any assurance that they will
prove to be correct. Actual results could differ materially from
those currently anticipated due to a number of factors and risks,
which include, but are not limited to, the risk that the offering
of Notes or the redemption of Senior Notes will not be completed as
proposed or at all and general economic, market and business
conditions. Readers are cautioned that the foregoing list of risks
and uncertainties is not exhaustive. Additional information on
these and other risks factors that could affect Precision’s
operations, financial results and the completion of the offering
are discussed in Precision’s annual information form and other
disclosure documents on file with the Canadian securities
commissions on SEDAR (www.sedar.com) and with the U.S. Securities
and Exchange Commission on EDGAR (www.sec.gov).
The forward-looking information and statements
contained in this news release are made as of the date hereof and
Precision does not undertake any obligation to update publicly or
revise any forward-looking information or statements, whether as a
result of new information, future events or otherwise, unless so
required by applicable securities laws.
About PrecisionPrecision is a leading provider
of safe and environmentally responsible High Performance, High
Value services to the energy industry, offering customers access to
an extensive fleet of Super Series drilling rigs. Precision has
commercialized an industry-leading digital technology portfolio
known as “Alpha” that utilizes advanced automation software and
analytics to generate efficient, predictable, and repeatable
results for energy customers. Additionally, Precision offers well
service rigs, camps and rental equipment and directional drilling
services all backed by a comprehensive mix of technical support
services and skilled, experienced personnel.
Precision is headquartered in Calgary, Alberta,
Canada and is listed on the Toronto Stock Exchange under the
trading symbol “PD” and on the New York Stock Exchange under the
trading symbol “PDS.”
For further information, please contact:
Carey Ford, Senior Vice President & Chief Financial
Officer713.435.6100
800, 525 - 8th Avenue S.W. Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com
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