CALGARY,
AB, June 8, 2023 /CNW/ - SECURE ENERGY
Services Inc. ("SECURE" or the "Corporation") (TSX: SES), today
announced that it has commenced a consent solicitation (the
"Solicitation") with respect to proposed amendments (the "Proposed
Amendments") to the indenture (the "Indenture") governing its
11.000% Senior Second Lien Secured Notes due 2025 (the "Notes")
upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement dated June 8,
2023 (the "Statement"). SECURE is soliciting consents from
holders of record of the Notes as at 5:00
p.m., New York City time,
on June 7, 2023 ("Holders"). Subject
to the terms and conditions set forth in the Statement, SECURE will
pay eligible holders who validly deliver their consents on or prior
to 5:00 p.m., New York City time, on June 16, 2023 (as such date and time may be
extended or earlier terminated by SECURE in its sole discretion in
accordance with the Statement, the "Expiration Time"), and do not
validly revoke such consents on or prior to the earlier of the
Effective Time (as defined below) and the Expiration Time, a cash
payment equal to US$5.00 per
US$1,000 in aggregate principal
amount of the Notes consented (the "Consent Payment"). The Consent
Payment will only be payable upon and subject to the occurrence of,
among other things, the receipt of the Requisite Consents (as
defined below).
SECURE is soliciting the consents to the Proposed
Amendments for the purposes of fully aligning the restricted
payment section under the Indenture with the comparable terms under
the indenture governing SECURE's outstanding $340 million aggregate principal amount of 7.25%
unsecured notes due 2026, which facilitates SECURE's delivery of
its capital allocation priorities, including the return of capital
to shareholders in the form of its quarterly dividend and
opportunistic share repurchases.
The Solicitation is subject to certain
conditions, including, among other things, the receipt of valid and
unrevoked consents in respect of more than 50% of the aggregate
principal amount outstanding of the Notes (other than Notes held by
SECURE or any of its affiliates) (the "Requisite Consents") at or
prior to the Expiration Time. The Proposed Amendments will be
effected by a fifth supplemental indenture (the "Fifth Supplemental
Indenture") to the Indenture, which will be executed after the
receipt of the Requisite Consents, as described in more detail in
the Statement. However, the Proposed Amendments will not become
operative unless the Consent Payment is made. SECURE expects to
make the Consent Payment upon or promptly after the time and date
on which the Fifth Supplemental Indenture is executed and delivered
(the "Effective Time").
Delivered consents may be validly revoked prior
to the earlier of the Expiration Time and the Effective Time.
Holders should note that the Effective Time may fall prior to the
Expiration Time and Holders will not be given prior notice of such
Effective Time. Holders will not be able to revoke their consents
after the earlier of the Effective Time and the Expiration
Time.
In the event that SECURE does not receive the
Requisite Consents prior to the Expiration Time, no Consent Payment
will be made by SECURE.
The Solicitation is being made solely on the
terms and subject to the conditions set forth in the Statement.
SECURE may, in its sole discretion, terminate, abandon, extend or
amend the Solicitation as described in the Statement.
SECURE has retained Barclays Capital Inc. to act
as solicitation agent in connection with the Solicitation.
Questions may be directed to Barclays at +1 (800) 438-3242 (toll
free) or 1 (212) 528-7581 (collect). SECURE has retained D.F. King
& Co., Inc. to act as Information and Tabulation Agent in
connection with the Solicitation. Questions and requests for
additional documents may be directed to D.F. King & Co., Inc.
at +1 (800) 848-3410 (toll free) or +1 (212) 269-5550 (bankers and
brokers collect) or by e-mailing SES@dfking.com.
This announcement is for information purposes
only and is neither an offer to sell nor a solicitation of a
consent or an offer to buy or sell any security. This announcement
is also not a solicitation of consents with respect to the Proposed
Amendments or any securities. The Solicitation is not being made in
any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such solicitation under applicable
state or foreign securities or "blue sky" laws.
ABOUT SECURE
SECURE is a leading environmental and energy
infrastructure business headquartered in Calgary, Alberta. The Corporation's extensive
infrastructure network located throughout western Canada and North
Dakota includes waste processing and transfer facilities,
industrial landfills, metal recycling facilities, crude oil and
water gathering pipelines, crude oil terminals and storage
facilities. Through this infrastructure network, the Corporation
carries out its principal business operations, including the
processing, recovery, recycling and disposal of waste streams
generated by our energy and industrial customers and gathering,
optimization, terminalling and storage of crude oil and natural gas
liquids. The solutions the Corporation provides are designed not
only to help reduce costs, but also lower emissions, increase
safety, manage water, recycle by-products and protect the
environment.
SECURE's shares trade under the symbol SES and
are listed on the Toronto Stock Exchange.
Forward-Looking
Statements:
Certain statements contained in this news release
constitute forward-looking information and statements
(collectively, "forward-looking statements") including, but not
limited to, statements concerning, among other things, SECURE's
plans to complete the Solicitation and effect the Proposed
Amendments to the Indenture and the effects thereof; the proposed
timing for completion of the Solicitation and payment of the
Consent Payment; SECURE's ability to successfully effect the
foregoing; and other statements that are not historical facts. The
use of any of the words ''anticipate'', ''plan'', ''expect'',
''intend'', ''propose'', ''might'', ''may'', ''will'', ''shall'',
''should'', ''could'', ''would'', ''believe'', ''predict'', and
similar expressions are intended to identify forward looking
statements. These 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 statements. No assurance can be given that these
expectations will prove to be correct and such forward-looking
statements included in this news release should not be unduly
relied upon. These statements speak only as of the date of this
news release. The Corporation does not undertake any obligations to
publicly update or revise any forward-looking statements except as
required by securities law. Although SECURE believes that the
material factors, expectations and assumptions expressed in such
forward-looking statements are reasonable based on information
available to it on the date such statements were made, actual
results could differ materially from those anticipated in these
forward-looking statements as a result of numerous risks and
uncertainties including, but not limited to, the risks and
uncertainties described in "Solicitation Considerations" included
in the Statement and in "Forward-Looking Statements" and "Risk
Factors" included in SECURE's current Annual Information Form, and
other documents SECURE files with securities regulatory authorities
from time to time, each as filed on SEDAR and available on SECURE's
website at www.secure-energy.com.
TSX Symbol: SES
SOURCE SECURE Energy Services Inc.