Enseco Energy Services Corp. Announces a United States Directional Drilling Acquisition
January 13 2010 - 6:55PM
Marketwired Canada
Enseco Energy Services Corp. ("Enseco" or the "Company") (TSX VENTURE:ENS) is
pleased to announce the Company has signed a definitive agreement to acquire the
assets (the "Directional Drilling Assets") of a private directional services
company (the "Private Company") with operations primarily in the United States
(the "Acquisition"). The payment for the Directional Drilling Assets will
consist of aggregate consideration of approximately $7.8 million consisting of:
(i) the payment of up to $4.0 million in cash; (ii) the issuance of a one-year
$3.0 million 10% convertible secured subordinated debenture with a conversion
price of $0.30 per share, and a one year extension at the option of the Company,
which if exercised would increase the interest rate to 12% per annum; and (iii)
the issuance of approximately 4.1 million common shares ("Common Shares") of
Enseco, at a deemed issue price of $0.20 per share. Enseco expects to close the
Acquisition on or around February 12, 2010. The Common Shares and the debenture
to be issued pursuant to the Acquisition will be subject to a four month hold
period. Desjardins Securities Inc. acted as Strategic Advisor to Enseco with
respect to the acquisition of the Directional Drilling Assets.
The Directional Drilling Assets include approximately $2.0 million in accounts
receivable, and increased Enseco's directional drilling kits by 40% and the
Company's fleet of motors by over 100%. This equipment is currently operating in
the West Texas, Rocky Mountains and the Marcellus shale regions of the United
States. The Private Company generated revenues of approximately $10.5 million
and $2 million in earnings before interest, taxes, depreciation, amortization
and non-recurring management expenses for the year ended December 31, 2009.
Enseco's CEO Mr. Lane Roberts stated, "this acquisition accelerates our
expansion into the most active resource plays in the USA and gives us a critical
mass in regions where there continues to be an increasing shift to horizontal
operations."
Enseco's obligation to complete the Acquisition is subject to various
conditions, including receipt of regulatory approval, completion of an equity
financing and the satisfactory completion of due diligence.
Corporate Strategy
The Company, while continuing to optimise its existing business lines, will be
aggressively expanding its key businesses both organically and through strategic
acquisitions domestically and internationally. Mr. Roberts stated, "In addition
to the acquisition of the Directional Drilling Assets, Enseco expects that the
key field and sales personnel of the Private Company will be retained by Enseco
to ensure that the transition for clients will be seamless. The combination of
this existing activity and our corporate sales office in Houston will allow us
to continue to increase the Company's presence in the growing market for
horizontal well technology and services in the United States."
Enseco is a growing supplier of energy related services operating throughout
Western Canada and the United States, with operational centres in Red Deer,
Edmonton, Beaverlodge, Fort St. John, Midale (Saskatchewan), Minot (North
Dakota) and Gillette (Wyoming) as well as a corporate and sales office located
in Calgary and a corporate sales office in Houston. Enseco is led by an
experienced management team currently offering directional drilling services,
well swabbing, production testing and open hole logging, with a focus on
continued value creation through accretive acquisitions and organic growth.
FORWARD-LOOKING STATEMENTS
Certain information and statements contained in this press release constitute
forward-looking information. Specifically this press release contains
forward-looking statements relating to the closing date of the acquisition, the
anticipated purchase price of the Directional Drilling Assets, the payment of
the purchase price, the securities of Enseco to be issued pursuant to the
Acquisition, the effect of the Acquisition on Enseco's business, the retention
of field and sales personnel of the Private Company, and Enseco's ongoing focus
and business plans. The forward-looking statements contained in this press
release speak only as of the date of this press release and are expressly
qualified by this cautionary statement. These forward-looking statements are
based on certain key assumptions regarding, among other things, the value of the
Directional Drilling Assets, the benefits to be achieved from the Acquisition,
the timing of closing, the satisfaction of closing conditions, including receipt
of regulatory approval, completion of an equity financing and the completion of
satisfactory due diligence. Furthermore, these forward-looking statements are
subject to a variety of risks and uncertainties and other factors that could
cause actual events or outcomes to differ materially from those anticipated or
implied by such forward-looking statements. Such factors include, but are not
limited to general economic conditions in Canada and the United States, industry
conditions, changes in laws and regulations and changes in how they are
interpreted and enforced, increased competition, volatility of commodity prices,
and the inability satisfy the closing conditions, including receipt of
regulatory approval and the completion of an equity financing. Readers are
cautioned that the assumptions used in the preparation of such information,
although considered reasonable at the time of preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on forward-looking
statements. Enseco's actual results, performance or achievement could differ
materially from those expressed in, or implied by, these forward-looking
statements, or if any of them do so, what benefits that Enseco will derive
therefrom. Enseco disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
NON-GAAP MEASURES
This press release refers to earnings before interest, taxes, depreciation,
amortization and non-recurring management expenses ("Normalized EBITDA").
Normalized EBITDA is a measure used by the Company that is not a standard
measure under Canadian generally accepted accounting principles ("GAAP"). The
Company's method of calculating Normalized EBITDA may differ from methods used
by other issuers. Therefore, the Company's use of Normalized EBITDA may not be
comparable to similar measures presented by other issuers. Normalized EBITDA
refers to net earnings (loss) determined in accordance with GAAP, before
depreciation and amortization, net of gain or loss on disposal of capital
assets, interest expense and income tax expense and excluding non-recurring
management expenses. Normalized EBITDA is used by management of Enseco to
determine the ability of an issuer to generate cash from operations. Management
believes Normalized EBITDA is a useful supplemental measure from which to
determine a company's ability to generate cash available for debt service,
working capital, capital expenditures, income taxes and dividends.