/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, May 14, 2024 /CNW/ - CES Energy
Solutions Corp. ("CES" or the "Company") (TSX:
CEU) (OTC: CESDF) announced today that it has entered into an
underwriting agreement to sell, pursuant to a private placement
(the "Offering"), $200 million aggregate principal amount
of 6.875% senior unsecured notes due May 24, 2029 (the
"Notes").
The Offering of Notes supports the repayment of CES' outstanding
$250 million secured Canadian Term
Loan Facility under more attractive terms and provides a maturity
extension to 2029 to further strengthen the capital structure to
meet the needs of the Company while reducing the cost of
capital.
The Offering is being underwritten by BMO Capital Markets and TD
Securities, as joint active bookrunning managers, in a syndicate
that also includes Scotiabank as joint bookrunning manager, ATB
Capital Markets, RBC Capital Markets and Wells Fargo Securities as
co-lead managers, and CIBC Capital Markets, National Bank Financial
Markets, Peters & Co. Limited, Raymond
James and Stifel Canada as co-managers.
CES intends to use the net proceeds of the
Offering, together with draws on its senior syndicated credit
facility, to repay its $250 million
Canadian Term Loan Facility in full.
The Notes are being conditionally offered for sale
in Canada on a private placement basis pursuant to
certain prospectus exemptions. The Notes have not been registered
under the United States
Securities Act of 1933 (the "U.S. Securities Act"), or any
state securities laws, and are being offered and sold in the
United States only to qualified institutional buyers in
reliance on Rule 144A under the U.S. Securities Act and applicable
state securities laws and outside the United States in
offshore transactions in reliance on Regulation S under the U.S.
Securities Act.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful.
About CES Energy Solutions
Corp.
CES is a leading provider of technically advanced consumable
chemical solutions throughout the lifecycle of the oilfield. This
includes solutions at the drill-bit, at the point of completion and
stimulation, at the wellhead and pump-jack, and finally through to
the pipeline and midstream market. CES' business model is
relatively asset light and requires limited re-investment capital
to grow. As a result, CES has been able to capitalize on the
growing market demand for drilling fluids and production and
specialty chemicals in North
America while generating free cash flow.
Additional information about CES is available on SEDAR+ at
www.sedarplus.ca or on the Company's website at
www.cesenergysolutions.com.
Cautionary Statement
Except for the historical and present factual information
contained herein, the matters set forth in this press release, may
constitute forward-looking information or forward-looking
statements (collectively referred to as "forward-looking
information") which involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements of CES, or industry results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking information. When used
in this press release, such information uses such words as "may",
"would", "could", "will", "intend", "expect", "believe", "plan",
"anticipate", "estimate", and other similar terminology. This
information reflects CES' current expectations regarding future
events and operating performance and speaks only as of the date of
the press release. Forward-looking information involves significant
risks and uncertainties, should not be read as a guarantee of
future performance or results, and will not necessarily be an
accurate indication of whether or not such results will be
achieved. A number of factors could cause actual results to differ
materially from the results discussed in the forward-looking
information, including, but not limited to, the factors discussed
below. The management of CES believes the material factors,
expectations and assumptions reflected in the forward-looking
information are reasonable but no assurance can be given that these
factors, expectations and assumptions will prove to be correct. The
forward-looking information contained in this document speaks only
as of the date of the document, and CES assumes no obligation to
publicly update or revise such information to reflect new events or
circumstances, except as may be required pursuant to applicable
securities laws or regulations.
In particular, this press release contains forward-looking
information pertaining to the following: the use of proceeds of the
Offering, the anticipated timing for completion of the Offering;
the timing and terms of repayment of the Canadian Term Loan
Facility; expectations that the Offering and refinancing of the
Canadian Term Loan Facility will strengthen CES' balance sheet and
reduce the cost of capital for CES; and expectations that the
Offering and proceeds of the Notes will meet the future capital
needs of the Company.
CES' actual results could differ materially from those
anticipated in the forward-looking information as a result of a
number of factors and risks, including but not limited those
factors and risks referred to under "Risk Factors" in CES' Annual
Information Form for the year ended December
31, 2023 dated February 29,
2024, and "Risks and Uncertainties and New Developments" in
CES' MD&A for the three months ended March 31, 2024, dated May
8, 2024.
THE TORONTO
STOCK EXCHANGE HAS NOT REVIEWED
AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
SOURCE CES Energy Solutions Corp.