Nine Energy Service Announces the Redemption of its 2023 Senior Notes, Completion of its Public Offering of Units and Extension of its ABL Facility
February 01 2023 - 05:00PM
Business Wire
Nine Energy Service, Inc. ("Nine" or the "Company") (NYSE: NINE)
announced today the redemption of all of its outstanding 8.750%
Senior Notes due 2023 ( the “2023 Senior Notes”), which was
partially funded with the net proceeds from its underwritten public
offering of 300,000 units, each comprised of $1,000 principal
amount of 13.000% Senior Secured Notes due 2028 (the “2028 Senior
Secured Notes”) and five shares of Nine’s common stock.
In conjunction with the units offering, Nine amended and
extended its existing asset-based revolving credit facility (the
“ABL Facility”). Pursuant to such amendment, among other things,
the maturity date of the ABL Facility has been extended from
October 25, 2023 to January 29, 2027.
“We are extremely pleased to complete this refinancing and to
fully redeem all of the outstanding 2023 Senior Notes,” said Ann
Fox, President and CEO, Nine Energy Service. “With a new capital
structure in place, Nine now has more optionality to unlock equity
value and intends to continue to de-lever. Due to the asset-light
nature of our business, we expect to generate free cash flow moving
forward, which will be used to repay borrowings under the ABL
Facility and reduce term debt.”
“I am extremely proud of the Nine employees and their ability to
navigate through one of the worst downturns in history without
compromising the quality of the Company, now enabling us to
capitalize on the recovery and successfully complete this
refinancing. The entire team at Nine takes the stewardship of this
capital very seriously and we will continue to prudently invest in
the business and focus on generating returns.”
2028 Senior Secured Notes
Nine’s offering of 300,000 units consisted of $300 million
aggregate principal amount of 2028 Senior Secured Notes and 1.5
million shares of its common stock. The public offering price per
unit was $950, generating net proceeds of $279,750,000, after
underwriting discounts and commissions. Among other things, the
2028 Senior Secured Notes include a provision which requires the
Company at the end of each 6 months, beginning on November 14,
2023, to make an offer to purchase at 100% to all holders in an
amount equal to 75% of excess cash flow for the prior two
quarters.
Kirkland & Ellis LLP served as legal counsel to Nine on the
units offering and ABL Facility amendment and extension, and
Simpson Thacher & Bartlett LLP advised the underwriters of the
offering. J.P. Morgan, Wells Fargo Securities and Raymond James
acted as joint book-running managers for the offering. ATB Capital
Markets, EF Hutton, division of Benchmark Investments, LLC, and PJT
Partners acted as co-managers for the offering.
About Nine Energy Service
Nine Energy Service is an oilfield services company that offers
completion solutions within North America and abroad. The Company
brings years of experience with a deep commitment to serving
clients with smarter, customized solutions and world-class
resources that drive efficiencies. Serving the global oil and gas
industry, Nine continues to differentiate itself through superior
service quality, wellsite execution and cutting-edge technology.
Nine is headquartered in Houston, Texas with operating facilities
in the Permian, Eagle Ford, SCOOP/STACK, Niobrara, Barnett, Bakken,
Marcellus, Utica and Canada.
For more information on the Company, please visit Nine’s website
at nineenergyservice.com.
Forward-Looking Statements
The foregoing contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements are those that do not state historical facts and are,
therefore, inherently subject to risks and uncertainties.
Forward-looking statements also include statements that refer to or
are based on projections, uncertain events or assumptions. The
forward-looking statements included herein are based on current
expectations and entail various risks and uncertainties that could
cause actual results to differ materially from those
forward-looking statements. Such risks and uncertainties include,
among other things, the level of capital spending and well
completions by the onshore oil and natural gas industry, which may
be affected by geopolitical and economic developments in the U.S.
and globally, including conflicts, instability, acts of war or
terrorism in oil producing countries or regions, particularly
Russia, the Middle East, South America and Africa, as well as
actions by members of the Organization of the Petroleum Exporting
Countries and other oil exporting nations, and which has been and
may again be affected by the COVID-19 pandemic and related economic
repercussions; general economic conditions and inflation,
particularly, cost inflation with labor or materials; the adequacy
of the Company’s capital resources and liquidity, including the
ability to meet its debt obligations, which may including
refinancing or restructuring its indebtedness by seeking additional
sources of capital, selling assets, or a combination thereof;
equipment and supply chain constraints; the Company’s ability to
attract and retain key employees, technical personnel and other
skilled and qualified workers; the Company’s ability to maintain
existing prices or implement price increases on our products and
services; pricing pressures, reduced sales, or reduced market share
as a result of intense competition in the markets for the Company’s
dissolvable plug products; conditions inherent in the oilfield
services industry, such as equipment defects, liabilities arising
from accidents or damage involving our fleet of trucks or other
equipment, explosions and uncontrollable flows of gas or well
fluids, and loss of well control; the Company’s ability to
implement and commercialize new technologies, services and tools;
the Company’s ability to grow its completion tool business; the
Company’s ability to manage capital expenditures; the Company’s
ability to accurately predict customer demand, including that of
its international customers; the loss of, or interruption or delay
in operations by, one or more significant customers, including
certain of the Company’s customers outside of the United States;
the loss of or interruption in operations of one or more key
suppliers; the incurrence of significant costs and liabilities
resulting from litigation; changes in laws or regulations regarding
issues of health, safety and protection of the environment; and
other factors described in the “Risk Factors” and “Business”
sections of the Company’s most recently filed Annual Report on Form
10-K and subsequently filed Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of the date hereof, and, except as required by law, the Company
undertakes no obligation to update those statements or to publicly
announce the results of any revisions to any of those statements to
reflect future events or developments.
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version on businesswire.com: https://www.businesswire.com/news/home/20230201005144/en/
Nine Energy Service Investor Contact: Heather Schmidt
Vice President, Strategic Development, Investor Relations and
Marketing (281) 730-5113 investors@nineenergyservice.com
Nine Energy Service (NYSE:NINE)
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