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| Profile | Our
Mission | Recent Events
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| March 1, 2010 | Destiny Resource Services Corp. Announces Closing of Merger With Logan Oil Tools and Proposed Name Change |
| December 21, 2009 | WestFire Acquires Exceed and Producing Assets |
| December 2, 2009 | WestFire and Exceed Enter Into $45 Million Bought-deal Common Share Offering |
| November 19, 2009 | Destiny Announces Reorganization and New Management Team |
| November 3, 2009 | WestFire to Acquire Exceed and Producing Assets to Create a Premier Public Viking Focused Junior Producer |
| October 15, 2009 | Simmons is pleased to announce the acquisition of Kuster Company by Probe Technology Services |
| August 8, 2008 | Cadent Energy Partners II, L.P. invests in Probe Holdings, Inc. |
| July 24, 2008 | GT Solar International, Inc. Prices Initial Public Offering |
| July 3, 2008 | Cadent Energy Partners II, L.P. invests in WestFire Energy |
| April 28, 2008 | Cadent Energy Partners and Torqued-Up Energy Services Announce Completion of Cougar Pressure Control Acquisition |
| March 24, 2008 | Cadent Energy Partners II, L.P. Closes at $473.3 Million |
| February 29, 2008 | Cadent Energy Partners announces the recapitalization of Ardent Services |
| December 21, 2007 | Torqued-Up has been recapitalized through an equity investment from Cadent Energy Partners |
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| March 1, 2010 | Destiny Resource Services Corp. Announces Closing of Merger With Logan Oil Tools and Proposed Name Change |
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CALGARY, ALBERTA, Mar 1, 2010 (Marketwire via COMTEX) -- Destiny Resource Services Corp. ("Destiny") (DSC) announces it has closed the merger with Logan Holdings, Inc. Pursuant to the closing, Destiny issued 27,267,706 shares to acquire Logan Holdings, Inc. (and its wholly-owned operating companies, Logan Oil Tools and Dennis Tool Company). Destiny now has 32,850,287 shares outstanding.
Destiny also announces its intention to change its name at its upcoming May 13, 2010 meeting of shareholders to Logan International Ltd.
"We are delighted to conclude the merger of Logan and Destiny and to now be able to move forward with our business plan" said Gerald Hage, CEO of Destiny. "We very much believe in our strategy and look forward to the opportunity to deliver value to our shareholders."
About Logan:
Logan manufactures and sells a complete line of downhole products - retrieving tools, stroking tools, surface tools, remedial tools and high performance polycrystalline diamond compact ("PDC") cutters and bearings for a variety of well workover, intervention, drilling and completion activities. Based in Houston, Texas, Logan is recognized as a leading source of superior products for many of the largest fishing and rental tool companies and a provider of PDC and tungsten carbide inserts to drill bit manufacturers around the world. www.loganoiltools.com.
About Destiny:
Destiny provides seismic front-end services to energy explorers and producers and to seismic acquisition companies in North America. Services provided are seismic line clearing (Destiny Line Clearing); shot-hole drilling (Destiny Drilling; Destiny Drilling USA) and Geospatial Services including survey and mapping (Destiny Survey & Mapping; Destiny Survey & Mapping USA); navigation, positioning and asset management technology (Destiny Navigation Technologies); and locating services (Advanced Locating Services). www.destiny-resources.com.
SOURCE: Destiny Resource Services Corp.
Destiny Resource Services Corp.
Gerald Hage
Chief Executive Officer
(281) 617-5300
(281) 219-6638 (FAX)
Destiny Resource Services Corp.
Bruce Libin
President
(403) 231-2755
(403) 233-8714 (FAX)
www.destiny-resources.com
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| December 21, 2009 | WestFire Acquires Exceed and Producing Assets |
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CALGARY, Alberta, (December 21, 2009) WestFire Energy Ltd. ("WestFire") and Exceed Energy Inc. ("Exceed") (TSXV-EX.A) are pleased to announce that, effective December 18, 2009, the previously announced acquisition by WestFire of Exceed pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") and certain producing oil and gas properties located in the Lloydminster/Lindbergh and Peace River Arch areas of Alberta and light oil properties in southeast Saskatchewan (the "Producing Assets") has been completed.
As part of the Arrangement, Exceed completed its previously announced underwritten private placement (the "Offering") of 800,000,000 Class "A" common shares ("Exceed Shares") for gross proceeds of $45,040,000. The Offering was led by Macquarie Capital Markets Canada Ltd. and included CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., GMP Securities L.P., Raymond James Ltd., Research Capital Corporation and Wellington West Capital Markets Inc. The net proceeds of the Offering were subsequently used by WestFire to acquire the Producing Assets for $30 million prior to closing adjustments with the balance of the proceeds to be used to fund WestFire`s 2010 development drilling program and general corporate purposes.
Pursuant to the Arrangement, Exceed shareholders (including subscribers in the Offering) received 0.01 of a WestFire common share ("WestFire Share") for each Exceed Share held.
Letters of transmittal have been forwarded to Exceed shareholders to be utilized in order to exchange their Exceed Shares for WestFire Shares.
The Exceed Shares are expected to be de-listed from the TSX Venture Exchange ("TSXV") at the close of markets on or about December 23, 2009. WestFire has received conditional approval for the listing of the WestFire Shares from the Toronto Stock Exchange ("TSX"). The WestFire Shares are expected to be listed on the TSX under the symbol "WFE" at the open of markets commencing on or about December 24, 2009.
For further information please contact:
Lowell Jackson
President and CEO
WestFire Energy Ltd.
Telephone: (403) 718-3601
Facsimile : (403) 261-9658
Stephen Burtt
Vice President Finance and CFO
WestFire Energy Ltd.
Telephone: (403) 718-3603
Facsimile: (403) 261-9658
Richard Wolfli
President and CEO
Exceed Energy Inc.
Telephone: (403) 508-1853
Facsimile: (403) 508-1781
Visit our website at www.exceedenergy.com
Reader Advisory
Statements in this joint press release contain forward-looking information including, without limitation, expectations of the timing of the de-listing of the Exceed Shares on the TSXV, listing of the WestFire Shares on the TSX and the anticipated use of proceeds of the Offering. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of WestFire and Exceed. These risks include, but are not limited to; the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to; operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forwardlooking information. Neither WestFire or Exceed undertakes no obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE. |
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| December 2, 2009 | WestFire and Exceed Enter Into $45 Million Bought-deal Common Share Offering |
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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
CALGARY, Alberta, (December 2, 2009) WestFire Energy Ltd. ("WestFire"), a private oil and gas company with operations in Alberta and Saskatchewan, and Exceed Energy Inc. ("Exceed" or the "Company") (TSXV-EX.A) jointly announce that they have entered into an agreement with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd. and including CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., GMP Securities L.P., JF Mackie & Company Ltd., Raymond James Ltd., and Wellington West Capital Markets Inc. (collectively the "Underwriters"), pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought-deal basis, from Exceed an issue of 800,000,000 common shares (the "Common Shares") at a price of $0.0563 per Common Share for aggregate gross proceeds of approximately $45.0 million (the "Offering").
The Common Shares issued pursuant to the Offering will ultimately be exchanged for 0.01 of a WestFire share pursuant to the previously announced Plan of Arrangement (the "Arrangement") which is anticipated to close on or about December 18, 2009. The Offering of the Common Shares will comprise a step of the Arrangement and will be subject to the satisfaction of all of the conditions of the Arrangement, receipt of all necessary stock exchange and regulatory approvals, including the conditional approval of the TSX Venture Exchange for the issuance of the Common Shares pursuant to the Offering and other customary conditions. The Common Shares issued pursuant to the Offering will be subject to a four month hold period under applicable securities laws. However, upon completion of the Arrangement, the WestFire shares issued in exchange for the Common Shares will not be subject to a hold period. As previously announced, WestFire has applied to the Toronto Stock Exchange ("TSX") for the listing of its common shares. The listing of the WestFire shares on the TSX is subject to WestFire fulfilling all applicable listing requirements.
Assuming the Offering and Arrangement are completed, the net proceeds from the Offering will be used following the completion of the previously announced Arrangement to fund WestFire`s 2009/2010 development drilling program, general corporate purposes, and potential corporate and/or asset acquisitions. Closing of the Offering is expected to occur on or about December 18, 2009.
For further information please contact:
Lowell Jackson
President and CEO
WestFire Energy Ltd.
Telephone: (403) 718-3601
Facsimile : (403) 261-9658
Stephen Burtt
Vice President Finance and CFO
WestFire Energy Ltd.
Telephone: (403) 718-3603
Facsimile : (403) 261-9658
Richard Wolfli
President and CEO
Exceed Energy Inc.
Telephone: (403) 508-1853
Facsimile: (403) 508-1781
Visit our website at www.exceedenergy.com
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, or any State Securities Laws and may not be offered or sold in the United States or to U.S. persons unless an exemption from registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States.
Forward-Looking Information
Certain statements contained in this news release constitute "forward-looking statements" as such term is used in applicable Canadian securities laws, including statements concerning the Offering and the Arrangement and the anticipated timing for closing of each as well as the use of the net proceeds of the Offering. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or WestFire to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company and WestFire has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements there may be other factors that cause actions events or results not to be anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release.
Forward-looking statements are made based on management`s beliefs, estimates and opinions on the date the statements are made and neither the Company or WestFire undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as expressly required by applicable law. |
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| November 19, 2009 | Destiny Announces Reorganization and New Management Team |
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CALGARY, ALBERTA--(Marketwire - Nov. 19, 2009) - Destiny Resource Services Corp. ("Destiny") (TSX:DSC) and Logan Oil Tools, Inc. ("Logan"), a Houston based global supplier of down hole tools, jointly announce they have entered into an Agreement and Plan of Merger (the "Agreement") whereby Destiny will be merged with and into Logan (the "Transaction").
Logan and its management team (the "Logan Management Team") will lead a new publicly listed international growth-oriented oilfield manufacturing company. The board of directors will be reconstituted and Logan will take on Destiny`s current listing on the Toronto Stock Exchange (the "TSX"). Under the terms of the Agreement, each Logan share will be exchanged for 4.2 Destiny Common Shares. Upon completion of the Transaction, the shareholders of Logan ("Logan Shareholders") will own approximately 83% of the outstanding common shares of "Mergeco" and the current shareholders of Destiny ("Destiny Shareholders") will own approximately 17%. The boards of directors of each of Destiny and Logan have unanimously approved the Agreement.
Destiny Shareholders, including all of Destiny`s directors and officers, representing approximately 39% of the outstanding common shares of Destiny have signed agreements in support of the Transaction. Logan Shareholders representing approximately 65% of the shares of Logan have signed agreements in support of the Transaction. The proposed Transaction is subject to customary stock exchange and regulatory approvals as well as approval by the shareholders of Destiny voting in person or by proxy at a meeting to be scheduled for late January, 2010. At this meeting, Destiny may also request Shareholders vote on changing the name of Destiny. The Transaction is expected to close shortly thereafter. An information circular pertaining to the Transaction is expected to be mailed by Destiny to its shareholders in late December, 2009.
"We have an aggressive buy and build strategy," said Gerald Hage, Chief Executive Officer of Logan, "and having a public listing allows us to more effectively execute on this strategy. We are excited to have the opportunity to leverage Destiny`s strong balance sheet and cash flow to take Logan to its next stage of growth."
"We see this as an excellent opportunity to create value for our shareholders" said Bruce Libin, Executive Chairman and CEO of Destiny. "Being part of a larger entity should create more recognition and liquidity for our company and our shares. The first class business of Logan and its outstanding leadership make this very attractive for us."
Key Attributes of Mergeco
Mergeco will be a premier publicly listed international oilfield manufacturing company focused on acquiring oilfield manufacturing and technology companies that enhance Logan`s current business and its strategy of providing products and services to major oilfield service companies worldwide. Destiny will continue to operate as a wholly owned subsidiary of Mergeco. Pro forma the closing of the Transaction, Mergeco will have the following key attributes:
- Significant cash flow generation with trailing twelve-month revenue of approximately C$155 million and EBITDA of approximately C$33 million (as at September 30, 2009);
- Estimated current net debt including transaction costs of C$5 million with an anticipated bank line capacity of over C$35 million;
- approximately 32.9 million common shares outstanding;
- Diversified global revenue base with approximately 65% of revenue coming from North America and 35% of revenue coming from international markets;
- Large market share in the fishing and intervention tool market with approximately 55% market share in the North American market and 40% market share in international markets;
- 143,000-square-foot sales, engineering, manufacturing, and warehouse facilities strategically located in Houston, Texas;
- 12 North American and three international dedicated distribution locations; and
- Seismic front-end services business that generates significant cash flow (trailing twelve-month EBITDA of approximately C$8.5 million as at September 30, 2009).
Note: Revenue and EBITDA US$ amounts are converted into C$ based on average rates realized in each fiscal quarter. Net debt amounts in US$ have been converted into C$ utilizing a spot exchange rate of 0.95 US$/C$.
Strategic Rationale and Corporate Strategy
The Logan Management Team is an experienced group with a proven track record of creating value for investors. The business plan will see the Logan Management Team aggressively pursue strategic acquisitions in the oilfield manufacturing sector with a focus on proprietary products or technology, and companies with a significant share of niche markets with the ability to generate favorable margins.
The Logan Management Team believes that Logan is entering a phase of high-growth and requires a public listing in order to achieve its growth objectives. Logan believes that a listing on the TSX will provide the required market following and public valuation needed to pursue its business growth plan. Current economic conditions have resulted in decreased oilfield manufacturing and services activity and have created an opportunity for consolidation in the space.
Logan Management Team
The Logan Management Team has a solid track record of creating value in high growth oilfield services companies through organic growth and acquisitions. The Logan Management Team will include Gerald Hage as President and Chief Executive Officer, and David S. Jones as Senior Vice President and Chief Financial Officer.
Gerald Hage, President and Chief Executive Officer and Director. Mr. Hage has over 35 years of industry experience. Mr. Hage served in a number of senior managerial capacities with Baker Hughes Incorporated ("Baker") from 1979 to 1991, including president of Baker Oil Tools, president of Baker Tubular Products, and President of Reed Tubulars. Working in conjunction with First Reserve Corporation ("First Reserve"), Mr. Hage successfully executed growth strategy, and served as president and chief executive officer of two oilfield services companies and orchestrated over 25 acquisitions of private companies. Mr. Hage served as president and chief executive officer of Total Energy Services, Inc. from 1991 to 1994 (acquired by Enterra International, Inc.) and served as president and chief executive officer of Phoenix Energy Services, Inc. from 1995 to 1999 (the energy products division was acquired by National Oilwell Varco, Inc.). In addition, Mr. Hage was president and chief executive officer of First Reserve Energy Services from 1991 to 1993. Mr. Hage also served on numerous boards of directors including Maverick Tube Corporation, Cal Dive International, Tri-Point Energy, and Black Warrior Energy. Mr. Hage joined Logan as President and Chief Executive Officer and Director in 2007.
David S. Jones, Senior Vice President and Chief Financial Officer. Mr. Jones has over 20 years of financial, operational and business development experience in the oilfield services sector. Mr. Jones served in a number of senior managerial capacities with Weatherford International ("Weatherford") from 1994 to 2007, including vice president of corporate development of the Weatherford completion and production division and most recently as treasurer. During his time as vice president of corporate development, Mr. Jones originated and executed over 50 transactions with an aggregate transaction value of approximately $1 billion, largely comprised of private companies in the production sector. As treasurer of Weatherford, Mr. Jones was responsible for cash management, foreign exchange risk management and was active in the debt capital markets and led the placement of $2.1 billion of public debt issuances. Mr. Jones also negotiated the increase in Weatherford`s bank facility in 2007 to $1.5 billion. Mr. Jones was chief executive officer of Elite Energy Services, Inc. from 2008 to 2009. Mr. Jones joined Logan as Senior Vice President and Chief Financial Officer in October 2009.
Board of Directors
The Board of Directors of Mergeco will consist of representatives from the Logan board, including Mr. Hage, and representatives from the Destiny board, including Mr. Libin.
Other Terms of the Transaction
The Agreement contains customary terms and conditions for a transaction of this nature, including:
- representations and warranties regarding the respective businesses of Destiny and Logan and covenants applicable to each such entity until closing of the Transaction regarding their respective business and affairs;
- a prohibition upon Destiny from soliciting or initiating any discussion concerning any other business combination or similar transaction prior to the completion or termination of the Transaction;
- the right of Logan to match any unsolicited superior proposal received by Destiny; and
- a termination fee of C$1 million is payable to Logan in certain circumstances.
Financial Advisors
Peters & Co. Limited acted as financial advisor to Logan in connection with Transaction. FirstEnergy Capital Corp. provided financial advice to Destiny.
About Logan Holdings
Logan Oil Tools manufactures a complete line of high quality fishing tools, stroking tools and related products for the global workover, intervention and drilling industry. Based in Houston, Texas, Logan Oil Tools is recognized as a leading source of superior products for many of the largest fishing and rental tool companies around the world. For more information about Logan, please visit our website: www.loganoiltools.com
About Destiny Resource Services Corp.
Destiny Resource Services Corp. provides seismic front-end services to energy explorers and producers and to seismic acquisition companies in North America. Services provided are seismic line clearing (Destiny Line Clearing); shot-hole drilling (Destiny Drilling; Destiny Drilling USA) and Geospatial Services including survey and mapping (Destiny Survey & Mapping; Destiny Survey & Mapping USA); navigation, positioning and asset management technology (Destiny Navigation Technologies); and locating services (Advanced Locating Services). www.destiny-resources.com.
Forward-looking Statements
This press release contains forward-looking statements. These statements relate to future events or future performance of Destiny and Mergeco. When used in this press release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "predict", "seek", "propose", "expect", "potential", "continue", 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. Such statements reflect Destiny`s current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Although Destiny believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be correct. Many factors could cause Destiny`s or Mergeco`s actual results, performance, or achievements to materially differ from those described in this press release. These include, but are not limited to, risks that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Agreement and risks that other conditions to the completion of the Transaction are not satisfied on the timelines set forth in the Agreement or at all. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated, or expected. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. These statements speak only as of the date of this press release. Destiny does not intend and does not assume any obligation, to update these forward-looking statements to reflect new information, subsequent events or otherwise, expect as required by law.
The securities to be issued pursuant to the Transaction have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in any jurisdiction. |
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| November 3, 2009 | WestFire to Acquire Exceed and Producing Assets to Create a Premier Public Viking Focused Junior Producer |
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CALGARY, Alberta, (November 3, 2009) WestFire Energy Ltd. (“WestFire”), a private oil and gas company with operations in Alberta and Saskatchewan, and Exceed Energy Inc. (“Exceed”) (TSXV-EX.A) jointly announce that they have entered into an arrangement agreement (the “Arrangement Agreement”) whereby WestFire will acquire all of the outstanding shares of Exceed and apply for the listing of its shares on a recognized Canadian stock exchange (the “Exceed Acquisition”).
WestFire is also pleased to announce that it has entered into an agreement (the “Asset Purchase Agreement”) with a Court-appointed receiver to acquire certain producing oil and gas properties located in the Lloydminster/Lindbergh and Peace River Arch areas of Alberta and light oil properties in southeast Saskatchewan (the “Producing Assets”) for a cash purchase price of $30 million prior to closing adjustments (the “Producing Asset Acquisition”).
Key Attributes of Pro Forma WestFire
WestFire will be a premier publicly listed junior Viking resource player in western Canada with one of the largest land positions of any operator and guided by an experienced board of directors. WestFire will combine high growth, long life Viking light oil resources with conventional light oil, heavy oil, and natural gas assets. Pro forma closing of the Exceed Acquisition and the Producing Asset Acquisition, WestFire will have the following key attributes:
2009 total company exit production greater than 2,100 boepd (50% oil);
Greater than 7 mmboe of proved plus probable reserves (includes GLJ Petroleum Consultants Ltd.’s evaluation of WestFire and the Producing Assets effective December 31, 2008 and September 30, 2009, respectively, and GLJ Petroleum Consultants Ltd.’s audit of Exceed effective September 30, 2009) with significant future reserve growth potential through revisions, additions, improved recoveries and the application of technology;
Significant undeveloped land inventory of 258,000 acres (203,000 net acres) with over 110,000 acres (99,000 net acres) in the heart of the Viking play;
400+ Viking drilling locations representing numerous years of unbooked drilling inventory;
Tax pools in excess of $260 million; and
Run rate cash flow of $15 million based on US$70.00/bbl WTI, CDN$5.00/mcf AECO and $0.90 US$/CDN exchange rate and 2009 exit production.
Corporate Strategy and Strategic Rationale:
WestFire was recapitalized by the current management team in December 2007. Market conditions at the time provided an attractive entry point for a new private asset consolidator. In the past seven quarters, the WestFire team has made ten acquisitions. A major focus of this acquisition strategy was on the emerging light oil resource play in the Viking formation located in west central Saskatchewan and the Redwater area of central Alberta.
Current production of WestFire is approximately 1,400 boe/d, consisting of 33% oil and natural gas liquids and 67% natural gas. Current net debt prior to giving effect to the Exceed Acquisition and the Producing Asset Acquisition is approximately $8.0 million. WestFire has 26.5 million issued and outstanding common shares as of this date.
WestFire’s assets coupled with the Exceed Acquisition and the Producing Asset Acquisition provide for additional growth, diversity and cash flow to fuel the Viking opportunities. The pro forma asset base creates an oil weighted junior company with pure play investment exposure to the horizontal Viking light oil resource play. WestFire has a dominant land position providing a number of years of visible growth through the drilling of 400 plus identified locations. WestFire is expected to have an improved cost of capital as a result of the focused nature of the high netback Viking light oil and conventional assets in Saskatchewan and Alberta.
Viking Resource Play
The Viking formation is an extensive marine deposit that has been delineated by vertical wellbores. Geographically, this light oil resource play has been proven productive in a fairway stretching from the Kindersley area in west central Saskatchewan to the Redwater area in central Alberta.
The Viking oil pools were initially discovered in the early 1950’s with over 8,000 vertical wells drilled in the Kindersley/Redwater areas to date. The lower portion of the formation contains oil in thicker but shaly intervals that have been trapped in compartments of sandstone. Vertical drilling has achieved limited success in recovering this “compartmentalized” oil. The advent of horizontal drilling and multi-stage frac completion techniques have been successful in enhancing the recovery of oil from this formation.
WestFire holds 173 (155 net) sections of land on the Viking play, of which a total of 77 (73 net) sections have vertical penetrations that define the Viking oil potential. The remaining 96 (82 net) sections are adjacent to lands that have vertical well control. A minimum of four horizontal well drilling locations per section exist on these lands. In 2009, WestFire has successfully drilled eight (7.5 net) Viking horizontal wells.
Management and the Board of Directors of WestFire
WestFire’s management group will continue to be led by Lowell E. Jackson as President and Chief Executive Officer, D. Stephen Burtt as Vice-President, Finance and Chief Financial Officer, Darrin R. Drall as Vice-President, Engineering and Frank P. Muller as Senior Vice-President, Exploration.
WestFire will have an experienced Board of Directors that has an outstanding record of building significant oil and gas companies and creating substantial value for shareholders. The Board of Directors will consist of Edward Chwyl (Chairman), John A. Brussa, Raymond T. Chan, Paul Colborne, Lowell E. Jackson, and Michael McGovern.
The Exceed Acquisition
The acquisition of Exceed will be accomplished through a Plan of Arrangement (the “Arrangement”) wherein each Exceed share will be exchanged for 0.01 of a WestFire share. It is expected that up to 645,225 WestFire common shares will be issued pursuant to the Arrangement.
Pursuant to the Arrangement, 25% of the WestFire common shares to be issued to Exceed shareholders will be placed in escrow pending final determination of the amount of a potential contingent liability to Exceed. The ultimate number of WestFire shares to be released from escrow will depend on the actual amount of such liability and in the event the liability exceeds the value of the escrowed shares, the escrowed shares will not be released and will be cancelled by WestFire.
Completion of the Exceed Acquisition is subject to receipt of 66 2/3% of the Exceed shareholders voting in person or by proxy at a meeting of the Exceed shareholders to be held to consider the Arrangement as well as the customary court, regulatory and exchange approvals. The information circular which will contain detailed information for the Arrangement is expected to be mailed to Exceed shareholders on or about November 18, 2009 and it is anticipated that the special meeting of Exceed’s shareholders will be held on or about December 17, 2009 with closing of the Exceed Acquisition on or about December 18, 2009. There can be no assurances that the Exceed Acquisition will be completed as proposed or at all. The Arrangement Agreement provides for termination rights, including in the event the Arrangement is not completed by December 31, 2009.
The Board of Directors of Exceed have unanimously approved the Arrangement and have determined that it is in the best interests of Exceed and its shareholders from a financial point of view and will recommend that shareholders vote their shares in favour of the Arrangement. The directors and officers of Exceed and certain other Exceed shareholders, who collectively beneficially own or control over 50% of the Exceed shares, have entered into support agreements with WestFire to vote their Exceed shares in favour of the Arrangement.
The Arrangement Agreement prohibits Exceed from soliciting or initiating any discussion regarding any other business combination or sale of material assets, contains provisions for WestFire to match competing, unsolicited proposals and, subject to certain conditions, provides for a reciprocal termination fee of $0.15 million.
Producing Asset Acquisition:
The ultimate purchase by WestFire of the Producing Assets is subject to final court approval and customary closing conditions. In the event the Producing Assets are not sold by the receiver to WestFire and WestFire is not in breach of the Asset Purchase Agreement, WestFire is entitled to a one-time payment of $2 million. Funding of the Producing Asset Acquisition is currently intended to be accomplished by a combination of WestFire’s bank debt and proceeds from an equity financing to be completed on or about the closing of the Producing Asset Acquisition which is expected to be completed on or about December 18, 2009.
The Lloydminster/Lindbergh assets are operated 100% working interest heavy oil properties that include 3D seismic coverage over the acreage. Target formations include the Lloydminster and Sparky at shallow depths (500-700m) that will be developed with horizontal drilling.
The Peace River Arch assets are a combination of operated and non-operated light oil and liquids rich natural gas properties. The acreage also has 3D seismic coverage and the main producing horizons are the Granite Wash and Doig. WestFire will optimize production and costs in these areas through improvement in facilities and operations.
The southeast Saskatchewan assets are mostly operated light oil properties with strong netbacks from favourable royalty incentives. Primary formations include the Midale and the Bakken.
Key Attributes of the Producing Assets:
Current production of approximately 625 boe/d, comprised of 32% heavy oil, 24% light/medium oil and natural gas liquids, and 44% natural gas;
Approximately 0.9 million boe of proved reserves and 1.9 million boe of proved plus probable reserves (effective September 30, 2009 as evaluated by GLJ Petroleum Consultants Ltd.);
Reserve life index of 3.9 years proved and 8.3 years proved plus probable; and
57,000 net acres of undeveloped land with extensive 3D seismic.
Advisors
Macquarie Capital Markets Canada Ltd. acts as financial advisor to WestFire for the Exceed Acquisition. Sayer Energy Advisors acts as financial advisor to Exceed and has advised the Exceed Board of Directors that they are of the opinion that the consideration to be paid to Exceed pursuant to the Exceed Acquisition is fair from a financial point of view to the Exceed shareholders, subject to review of final form documentation. A copy of the Sayer Energy Advisors fairness opinion will be included in the Exceed information circular to be sent to the Exceed shareholders in connection with the meeting to be called to approve the Arrangement.
About Exceed
Exceed is a Calgary based emerging oil and gas company engaged in the exploration, development and production of oil and gas reserves in western Canada. Exceed’s Class A common shares trade on the TSX Venture Exchange under the symbol “EX.A”.
For further information please contact:
Lowell Jackson President and CEO WestFire Energy Ltd. Telephone: (403) 718-3601 Facsimile : (403) 261-9658
Stephen Burtt Vice President Finance and CFO WestFire Energy Ltd. Telephone: (403) 718-3603 Facsimile : (403) 261-9658
Richard Wolfli President and CEO Exceed Energy Inc. Telephone: (403) 508-1853 Facsimile: (403) 508-1781 Visit our website at www.exceedenergy.com
Reader Advisory
Certain of the information contained in this joint press release assumes that WestFire has completed the Exceed Acquisition and Producing Asset Acquisition on the anticipated basis and times set forth herein. The Exceed Acquisition is subject to the receipt of the approval of the shareholders of Exceed, the approval of the Court of Queen`s Bench for the province of Alberta as well as all other necessary regulatory approvals. The anticipated listing of the WestFire shares on a recognized Canadian stock exchange is subject to the conditional approval of that stock exchange and WestFire satisfying the listing requirements and all other requirements of such exchange. The Producing Asset Acquisition is subject to the receipt of the approval of the Court of Queen’s Bench for the province of Alberta as well as the satisfaction of other customary closing conditions including the ability of WestFire to fund the purchase price of the Producing Assets.
Boes may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf to one bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. This conversion factor is an industry accepted norm and is not based on either energy content or current prices.
Statements in this joint press release contain forward-looking information including, without limitation, expectations of future production and exit production rates, components of cash flow and earnings, recoverable reserves, drilling results, timing and completion of the Exceed Acquisition and Producing Asset Acquisition, estimated potential of the Viking resource play, the listing of the WestFire shares on a recognized Canadian stock exchange and ongoing corporate strategy and benefits of the Exceed Acquisition and Producing Asset Acquisition. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of WestFire and Exceed. These risks include, but are not limited to; the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to; operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. Neither WestFire or Exceed undertakes no obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.
Readers are further cautioned that the preparation of financial statements in accordance with Canadian generally accepted accounting principles ("GAAP") requires management to make certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.
Cash flow from operations and operating netbacks are not recognized measures under GAAP. Management of WestFire and Exceed believe that in addition to net income, cash flow from operations and operating netbacks are useful supplemental measures as they demonstrate an ability to generate the cash necessary to repay debt or fund future growth through capital investment. Readers are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with GAAP as an indication of WestFire`s or Exceed’s performance. WestFire`s and Exceed’s method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to measures used by other companies. For these purposes, WestFire and Exceed defines cash flow from operations as cash provided by operations before changes in non-cash operating working capital and defines operating netbacks as revenue less royalties and operating expenses.
Readers are also cautioned that this joint press release contains the term reserve life index, which is not a recognized measure under GAAP. Management believes that this measure is a useful supplemental measure of the length of time the reserves would be produced over at the rate used in the calculation. Readers are cautioned, however, that this measure should not be construed as an alternative to other terms determined in accordance with GAAP as a measure of performance. The method of calculating this measure may differ from other companies, and accordingly, they may not be comparable to measures used by other companies.
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| October 15, 2009 | Simmons is pleased to announce the acquisition of Kuster Company by Probe Technology Services |
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| Kuster Company (“Kuster”), headquartered in Long Beach, California, is a leading manufacturer of premium downhole tools for the international oil and gas and geothermal markets. Kuster specializes in the design and manufacture of downhole memory tools for high-pressure, high-temperature conditions.
Probe Technology Services (“Probe”) is a leading independent provider of cased and open hole logging tools to the oil and gas wireline service industry. Probe designs and manufactures open hole and cased hole logging tools for e-line, slickline (memory) and coiled tubing conveyed, and supplies associated products and services. Probe is a portfolio company of Cadent Energy Partners, a private equity firm that focuses exclusively on the energy industry.
Simmons & Company served as the exclusive financial advisor to Kuster Company.
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| August 8, 2008 | Cadent Energy Partners II, L.P. invests in Probe Holdings, Inc. |
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Probe Technology Services, Inc, (“Probe”), a leading independent provider of cased and open hole logging tools and systems, announced today that it has secured an equity investment from Cadent Energy Partners II, L.P. (“Cadent”) to support its global growth initiative.
Probe designs, engineers and manufactures open hole and cased hole logging tools for e-line, slickline (memory) and coiled tubing conveyed, and supplies associated products and services. Probe’s patented and innovative products have successfully performed in wells all over the world.
“We are very pleased to welcome Cadent as partners in Probe. We believe the investment experience and energy expertise of Cadent will serve Probe well at this exciting time in the life of our company,” stated Probe’s President, Brian Hurst. “We expect our business to continue its rapid growth in the years to come.”
“Probe’s excellent customer service and product reputation were key factors in Cadent’s desire to invest in the company,” said David Coppé, a Partner with Cadent. “Probe’s position in the marketplace, innovative products, and strong industry acceptance make it a great platform investment for Cadent Energy Partners.” As part of the transaction, David Coppé and Paul McDermott will join Probe’s Board of Directors alongside Brian Hurst (President) and David Wesson (independent director).
Probe was exclusively represented by Western Strategic Advisors L.L.C. of Fort Worth.
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About Probe Technology Services, Inc.
www.probe1.com
Probe Technology Services, Inc. is a leading independent provider of cased and open hole logging tools to the oil and gas wireline service industry globally. Probe’s patented and proprietary cased hole tools are rapidly becoming the industry standard.
About Cadent Energy Partners
www.cadentenergy.com
Cadent Energy Partners is a private equity firm, with approximately $1 billion under management, targeting investments in small to medium-sized companies in the energy industry. Cadent provides expansion capital to firms that want to accelerate growth and build shareholder value in partnership with an experienced energy investor. Cadent is based in Rye Brook, NY. |
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| July 24, 2008 | GT Solar International, Inc. Prices Initial Public Offering |
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GT Solar International, Inc. (NASDAQ: SOLR) today announced that the initial public offering of 30.3 million shares of its common stock has been priced at $16.50 per share. All of the shares are being sold by one selling stockholder, GT Solar Holdings, LLC. The selling stockholder has also granted the underwriters an option to purchase up to an additional 4,545,000 shares of common stock to cover over-allotments, if any.
Credit Suisse Securities (USA) LLC and UBS Investment Bank acted as joint book-running managers for the offering, and Banc of America Securities LLC, Deutsche Bank Securities, Piper Jaffray and Thomas Weisel Partners LLC acted as co-managers.
A copy of the prospectus relating to the offering may be obtained by contacting: Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York, 10010-3629 (800-221-1037) or UBS Securities LLC, 299 Park Avenue, New York, New York, 10171, Attn: Prospectus Department (888-827-7275, ext. 3884).
A registration statement relating to the offering was filed with and declared effective on July 23, 2008 by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About GT Solar International, Inc.
GT Solar International, Inc. is a leading global provider of specialized manufacturing equipment and services essential for the production of photovoltaic wafers, cells and modules and polysilicon. The company’s principal products are directional solidification systems and chemical vapor deposition reactors and related equipment.
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| July 3, 2008 | Cadent Energy Partners II, L.P. invests in WestFire Energy |
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Cadent Energy Partners, LLC (“Cadent”) is pleased to announce an equity investment in WestFire Energy Ltd. (“WestFire”), a private Calgary-based oil and natural gas exploration and production company. WestFire is engaged in the acquisition of, exploitation of and exploration for oil and gas in West Central Saskatchewan and East Central Alberta.
WestFire has assembled an experienced management team and board of directors. The company is headed by President and CEO, Lowell Jackson, and Chairman, Ed Chwyl. Mr. Jackson previously led Real Resources, Ltd. which grew from 250 boe per day to over 11,000 boe per day before being purchased by TriStar Oil and Gas. Mr. Chwyl previously served as CEO of both Marathon Oil Canada Ltd. and Tarragon Oil and Gas Limited and is currently Chairman of Baytex Energy Ltd. David Coppe, a partner at Cadent, stated “We are excited to partner with WestFire. They have put together a quality management team and a first-class Board of Directors. They have the expertise and the relationships to take advantage of acquisition opportunities presented by the market and exploration and development opportunities arising from their high-quality properties.” Mike McGovern, Cadent Executive Advisor based in Houston, has joined the WestFire Board of Directors.
Cadent Energy Partners is a private equity firm, with approximately $1 billion under management, targeting investments in small to medium-sized companies in the energy industry. Cadent provides expansion capital to firms that want to accelerate growth and build shareholder value in partnership with an experienced energy investor. Cadent is based in Rye Brook, NY.
Additional information on Cadent is available at www.cadentenergy.com, and additional details on WestFire can be found at www.westfireenergy.com.
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| April 28, 2008 | Cadent Energy Partners and Torqued-Up Energy Services Announce Completion of Cougar Pressure Control Acquisition |
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Torqued-Up Energy Services (“Torqued-Up”) is pleased to announce the acquisition of Cougar Pressure Control (“CPC”). CPC is a leading integrated independent provider of high pressure coiled tubing, nitrogen, and fluid pumping services in Texas and Louisiana. CPC will accelerate Torqued-Up’s growth plans in the coiled tubing market. Matt Turner, one of the two Torqued-Up founders said, “We are excited about the opportunity to team up with CPC, creating a larger company with additional coiled tubing equipment to expand geographically into new markets.” Jay Albrecht and John Bendure from CPC will augment the corporate management team, as CEO and CFO, respectively.
Equity financing was led by Cadent Energy Partners (“Cadent”), who recapitalized Torqued-Up in December 2007. Additional equity was provided by the founders of Torqued-Up and Petro Capital Group, the primary equity holders in CPC. The debt syndication was led by PNC Business Credit.
Torqued-Up is a rental and service company supporting the production, completion, well control, snubbing, well stimulation and drilling markets in the oilfield. Products and services include coiled tubing, high pressure fluid pumping, flowback equipment, hydrostatic test pumps, hydraulic wrenches, hydraulic winches and 15K pressure control equipment. In addition, Torqued-Up also provides a variety of chemicals, including acid, glycol, methanol, friction reducers and gels. Torqued-Up was founded in 2004 and has multiple operating locations throughout Texas.
Cadent Energy Partners is a private equity firm, with approximately $1 billion under management, targeting investments in small to medium-sized companies in the energy industry. Cadent provides expansion capital to firms that want to accelerate growth and build shareholder value in partnership with an experienced energy investor. Cadent is based in Rye Brook, NY and focuses primarily on North American opportunities.
Petro Capital Group is an energy focused merchant banking firm based in Dallas, TX. Through its investment fund, Petro Capital/THL Energy Partners, LP, Petro Capital Group provides private capital to oilfield services companies as well as oil and gas companies. Petro Capital Group also provides energy focused investment banking services.
Parks Paton Hoepfl & Brown, a Houston based energy investment banking firm, advised Torqued-Up in the transaction.
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| March 24, 2008 | Cadent Energy Partners II, L.P. Closes at $473.3 Million |
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Cadent Energy Partners, LLC (“Cadent”) announced the final closing of its second private equity fund, Cadent Energy Partners II, L.P. (the “Fund”) with $473.3 million in commitments from its partners, which occurred on February 1, 2008. The Fund exceeded its initial target of $375 million due to strong support from existing investors coupled with new commitments from other leading institutional investors. Paul McDermott, Managing Partner, noted, “We are extremely gratified by the support we have received from our existing limited partners and are pleased to have the opportunity to establish long-term relationships with the new limited partners who have joined our investor group.” “We are excited to continue our strategy of investing in middle-market energy companies as the number of attractive opportunities in the market further validate our investment philosophy and competitive position,” added Bruce Rothstein, Managing Partner.
Lazard acted as placement agent for the Fund. “The tremendous success of this fundraising is a reflection of Cadent’s investment philosophy, strong track record of returns and the strength and quality of its team,” said Michael Sutka, Managing Director of the Private Fund Advisory Group at Lazard.
Established in 2003, Cadent makes control and influential minority investments in small to medium sized energy and related companies primarily based in North America. Cadent invests opportunistically across the energy industry in sub-sectors such as Exploration and Production, Oilfield Services and Equipment, Power Services and Equipment and Downstream Petroleum and typically makes equity commitments of $25 million to $50 million per transaction. Cadent is located in Rye Brook, New York.
For more information, please visit www.cadentenergy.com
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| February 29, 2008 | Cadent Energy Partners announces the recapitalization of Ardent Services |
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Cadent Energy Partners (“Cadent”) is pleased to announce the acquisition and recapitalization of Ardent Services, LLC by its affiliate to form Ardent Holdings, LLC (“Ardent”). Over the last five years Ardent, based in New Orleans, has grown to become one of the largest electrical and instrumentation (“E&I”) service providers for US hydrocarbon process control industries with operating licenses in 27 states and district operations in Texas, Louisiana, California, Colorado, Alabama and the offshore Gulf of Mexico. Ardent plans to expand geographically and serve new and existing markets. “We are excited about the opportunities for expansion throughout North America and are eager to continue our growth through this partnership with Cadent,” said Bryan Landry, CEO and one of the founders of Ardent.
Ardent is a leading provider of E&I services to hydrocarbon processing plants, offshore oil and gas production platforms, offshore drilling rigs, midstream natural gas infrastructure and industrial process plants. These industries require sophisticated E&I systems and services to measure and control pressure, temperature and product flow. Ardent’s customer base is comprised of leading refiners, midstream companies, independent oil and gas companies and a diversified mix of other industrial customers and primary contractors.
Simmons & Company International, a leading investment bank for the energy industry, advised Ardent in the transaction. Wachovia Bank provided debt financing.
Cadent Energy Partners is a private equity firm, with approximately $1 billion under management, targeting investments in small to medium-sized companies in the energy industry. Cadent provides expansion capital to firms that want to accelerate growth and build shareholder value in partnership with an experienced energy investor. Cadent is based in Rye Brook, NY, and focuses primarily on North American opportunities.
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| December 21, 2007 | Torqued-Up has been recapitalized through an equity investment from Cadent Energy Partners |
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Torqued-Up Oilfield Production Services, LP, is pleased to announce that it has recapitalized its business through an equity investment from an experienced energy investor, Cadent Energy Partners (“Cadent”), to form Torqued-Up Holdings, Inc. (“Torqued-Up”). Building on its successful track record of growth in completion related pressure testing and pumping services, Torqued-Up has recently entered the coiled tubing services business. With Cadent’s involvement, Torqued-Up plans to expand its equipment base and geographic footprint in order to continue its growth and better serve the industry. Bob Koricanek, one of the two original founders said, “We are fortunate to have a strong equity partner like Cadent helping fuel our growth. Cadent has a great track record in the service sector and their investment will accelerate our entry into the coiled-tubing business.” Parks Paton Hoepfl & Brown, a Houston based energy investment banking firm, advised Torqued-Up in the transaction. PNC Business Credit provided debt financing.
Torqued-Up is a rental and service company supporting the production, completion, well control, snubbing, well stimulation, and drilling markets of the oilfield. Products and services include coiled tubing, high pressure fluid pumping, flowback equipment, hydrostatic test pumps, hydraulic wrenches, hydraulic winches, and 15K pressure control equipment. In addition, Torqued-Up also provides a variety of chemicals, including acid, glycol, methanol, friction reducers and gels. Torqued-Up was founded in 2004 and has multiple operating locations throughout Texas.
Cadent Energy Partners is a private equity firm, with approximately $1 billion under management, targeting investments in small to medium-sized companies in the energy industry. Cadent provides expansion capital to firms that want to accelerate growth and build shareholder value in partnership with an experienced energy investor. Cadent is based in Rye Brook, NY, and focuses primarily on North American opportunities. |
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