AMSTERDAM, Oct. 16, 2020 /PRNewswire/ -- Core
Laboratories N.V. (NYSE: "CLB US" and Euronext Amsterdam: "CLB NA")
("Core", "Core Lab", or the "Company") announced the Company,
through its subsidiary, Core Laboratories (U.S.) Interests
Holdings, Inc. (the "Issuer"), completed a private placement of
$60 million in aggregate principal
amount of the Issuer's senior notes. The note purchase
agreement was signed on 16 October
2020, and the notes will be funded at closing scheduled for
12 January 2021. The notes will be issued in two tranches,
with $45 million due 12 January 2026 (the "2026 Notes") at an interest
rate of 4.09% and $15 million due
12 January 2028 (the "2028" Notes) at
an interest rate of 4.38%. Interest on the 2026 Notes and the 2028
Notes (collectively, the "Notes") is payable semi-annually on
June 30 and December 30 of each year, commencing June 30, 2021. The Notes were issued in a private
transaction and will not be subject to the registration
requirements of the Securities Act of 1933, as amended. The Notes
are guaranteed by the Company and certain of its subsidiaries. The
Company intends to use the net proceeds of the offering to reduce
the Company's current balance under the existing credit
facility.
The Notes are senior unsecured obligations and rank equal in
right of payment to all of the Company's existing and future senior
indebtedness; senior in right of payment to any future subordinated
indebtedness; and effectively junior to the Company's future
secured indebtedness, if any. The Notes are structurally
subordinated to all existing and future indebtedness and all other
obligations of its subsidiaries. The Company may redeem, at its
option, all or part of the Notes at any time prior to maturity at
the applicable make-whole redemption prices plus accrued and unpaid
interest to the date of redemption. The terms of the Notes are
governed by a Note Purchase Agreement dated as of 16 October 2020 (the "Agreement"), between the
Company, the Issuer, and the purchasers of the Notes. The Agreement
contains certain covenants, including limitations on liens and
asset sales. The Agreement also requires the Company to maintain
certain financial covenants, which have been aligned with the
Company's existing credit facility, including:
- To maintain a Coverage Ratio (as defined in the
Agreement);
- To not exceed a Leverage Ratio (as defined in the Agreement);
and
- To not allow Priority Indebtedness (as defined in the
Agreement) to exceed 15% of Consolidated Total Assets (as defined
in the Agreement).
Core Laboratories N.V. is a leading provider of proprietary and
patented reservoir description and production enhancement services
and products used to optimize petroleum reservoir
performance. The Company has over 70 offices in more than 50
countries and is located in every major oil-producing province in
the world.
This release, as well as other statements we make, includes
forward-looking statements regarding the future revenue,
profitability, business strategies and developments of the Company
made in reliance upon the safe harbor provisions of Federal
securities law. The Company's outlook is subject to various
important cautionary factors, including risks and uncertainties
related to the oil and natural gas industry, business conditions,
international markets, international political climates and other
factors as more fully described in the Company's most recent Forms
10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities
and Exchange Commission. These important factors could cause
the Company's actual results to differ materially from those
described in these forward-looking statements. Such
statements are based on current expectations of the Company's
performance and are subject to a variety of factors, some of which
are not under the control of the Company. Because the
information herein is based solely on data currently available, and
because it is subject to change as a result of changes in
conditions over which the Company has no control or influence, such
forward-looking statements should not be viewed as assurance
regarding the Company's future performance. The Company
undertakes no obligation to publicly update or revise any
forward-looking statement to reflect events or circumstances that
may arise after the date of this press release, except as required
by law.
Visit the Company's website at www.corelab.com. Connect with
Core Lab on Facebook, LinkedIn and YouTube.
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SOURCE Core Laboratories N.V.