Flint Announces Agreement to Acquire Carson Energy Services Ltd.
PR Newswire
CALGARY, Sept. 1, 2011
(TSX: FES)
CALGARY, Sept. 1, 2011 /PRNewswire/ – Flint Energy Services Ltd. (“Flint” or
the “Company”) announced today that it has entered into a definitive
agreement to acquire (the “Acquisition”) all of the issued and
outstanding shares of Carson Energy Services Ltd. (“Carson”), a
privately held energy services company based in Saskatchewan. The
purchase price to be paid at closing is comprised of $112 million in
cash and 2,121,212 Flint common shares, plus up to an additional $30
million earn-out spread over the next three years, subject to closing
adjustments. Payment of the earn-out portion of the purchase price is
dependent upon Carson meeting EBITDA targets of $40 million per year.
Completion of the Acquisition is subject to the satisfaction of certain
conditions including receipt of all necessary regulatory approvals. The
Acquisition is expected to close on or before October 1, 2011.
Carson, established in 1974 and based in Lampman, Saskatchewan, is one
of Saskatchewan’s largest private companies engaged in energy services
with over 900 employees, and operations in 14 locations covering the
major energy plays in Saskatchewan, Manitoba and eastern Alberta.
Carson offers pipeline construction, fabrication, civil and facility
construction, oilfield maintenance, pipeline integrity, horizontal
directional drilling, trucking and tubular management, environmental
and safety sales and services. Carson’s well respected safety
performance, outstanding employees, strategic services and operations,
and strong customer service will provide a platform for Flint to expand
its energy services reach in Saskatchewan and Manitoba.
As Flint’s Saskatchewan operations are based in three locations offering
a limited suite of services, there will be little overlap or
duplication in operations. Saskatchewan has seen significant growth in
its oil and gas sector activity, making it an attractive area for
expansion, particularly in heavy oil production near Lloydminster and
in the Bakken oil play in southeast Saskatchewan. The Bakken represents
one of the most significant oil focused resource plays in North America
and continues to experience double digit growth in activity. Constant
advances in drilling and completion technologies are drawing an
increasing number of producers to this resource play, and based on the
prevailing outlook for the price of crude oil, industry expects
sustained growth in activity for the foreseeable future. Flint already
has a presence in the U.S. part of the Bakken with locations in Minot,
Williston and Stanley, North Dakota. The addition of Carson locations
positions Flint as the largest established and diversified service
provider across this resource basin.
In addition to the oil and gas industry, Flint’s experience with large
and complex projects in the oil sands, combined with Carson’s local
customer relationships, presents a new opportunity for Flint to expand
its major projects construction and maintenance capabilities in the
largest potash production region in the world.
Flint anticipates that the Acquisition will add over $220 million in
annual revenues and $40 million of EBITDA going forward. There are
numerous incremental opportunities for both Flint and Carson to offer
their existing services across the expanded operational footprint.
Flint’s fluid haul, large construction projects, rig moving, and
maintenance services are some examples of services that can grow across
the Carson operations, while Carson’s horizontal directional drilling
and fabricating capacity can be offered through Flint’s existing
operations.
Ron Carson, President of Carson said, “I am pleased that we have found
the right strategic partner for Carson to accelerate its growth plans
and provide for smooth succession in the future. The combination of
Flint and Carson will allow our employees to continue to succeed and
offer expanding services to all of our customers in the energy market.
We see great synergy with Flint’s systems and processes. I look forward
to working closely with our clients as we increase our ability to
deliver on their growing needs. This is truly an exciting opportunity
for both companies.”
W. J. (Bill) Lingard, President and CEO of Flint said, “I am very
excited to welcome the employees of Carson into the Flint family. Flint
sees this combination with Carson as a strategic opportunity for
growth, tied to the increasing oil drilling and production activities
we are seeing in Saskatchewan. Flint and Carson share similar cultures
of safety, business ethics, and support for its people, communities and
customers. Our combined strengths and resources will make us the
largest energy services provider in Saskatchewan, providing a strong
service platform for our customers in this region, increasing the
service lines available to the producers of southeast Saskatchewan and
Manitoba. While this deal is very accretive to Flint’s earnings on a
standalone basis, we also see a lot of potential to use the strengths
of each of our organizations – Carson’s local expertise and
complementary services, and Flint’s wider project and service
offerings, to grow our combined businesses in Alberta, Saskatchewan and
Manitoba.”
The results of operations of the majority of the acquired businesses
will be reported in Flint’s existing Canadian Production Services
segment, and the trucking and transportation related services will be
reported in Flint’s Oilfield Services segment. Flint intends to fund
this transaction from its existing cash position, revolving credit
facility and by issuance of common shares, subject to the approval of
the Toronto Stock Exchange.
A conference call with management to discuss the Acquisition has been
scheduled for Thursday September 1, 2011 at 1:00 PM ET (11:00 AM MT).
Please visit our website at www.flintenergy.com for further information on how to listen to the conference call.
Flint Energy Services Ltd. is a market leader providing an expanding range of integrated products
and services for the oil and gas industry including: production
services; field construction; oilfield transportation; process
equipment design and manufacturing; and tubular management services.
With more than 10,000 employees, Flint provides this unique breadth of
products and services through over 60 strategic locations in the oil
and gas producing areas of western North America, from Inuvik in the
Northwest Territories to Mission, Texas on the Mexican border. Flint
is a preferred provider of infrastructure construction management,
module fabrication, maintenance services for upgrading, and production
facilities in Alberta’s oil sands sector. www.flintenergy.com
NON-GAAP FINANCIAL MEASURES
In this news release, reference is made to the EBITDA of Carson, which
is a non-GAAP measure. The EBITDA of Carson is defined to mean
[earnings before interest, taxation, depreciation and amortization] and
has been calculated in a manner that is consistent with the manner in
which Flint calculates EBITDA. Flint regularly provides information
concerning its EBITDA for various periods, because EBITDA is commonly
referred to by lenders and other interested parties in evaluating
Flint’s financial position. Accordingly, the anticipated EBITDA of
Carson is a financial measure that has been included in this new
release together with the anticipated revenues of Carson to enable
investors to assess, at a high-level, the financial effect of the
Acquisition. Investors are cautioned, however, that EBITDA should not
be construed as an alternative to net earnings determined in accordance
with GAAP as an indicator of financial performance. Moreover, the
method of calculating EBITDA may differ from other organizations and,
accordingly, the calculations of EBITDA contained in this news release
may not be comparable to other organizations.
FORWARD LOOKING STATEMENTS
Certain statements in this news release are “forward-looking
statements”. All statements other than statements of historical fact
contained in this news release may be forward-looking statements.
Forward looking statements are often, but not always, identified by the
use of words such as “seek”, “anticipate”, “plan”, “continue”,
“estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”,
“targeting” “intend”, “could”, “might”, “should”, “believe” and similar
expressions. In particular, this news release contains forward-looking
statements pertaining to the payment of the purchase price and
adjustments thereto, the payment of the earn-out portion of the
purchase price, the satisfaction of certain closing conditions, the
anticipated timing of closing the Acquisition, the expected outcome of
the Acquisition including, without limitation, the impact of the
Acquisition on annual revenues and EBITDA. These forward-looking
statements are based upon Flint’s current expectations of the
management of Flint regarding future events and future performance of
Flint and Carson as well as certain assumptions concerning the current
status of the due diligence and the process to satisfy the conditions
to close, financial performance of Carson and synergies associated with
the Acquisition. Flint believes that the expectations reflected in
such forward-looking statements, and the assumptions on which such
forward-looking statements are based, are reasonable; however, no
assurance can be given that these expectations will prove to be correct
and such forward-looking statements should not be unduly relied upon.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events
to differ materially from those anticipated in the forward-looking
statements. These factors include, but are not limited to, the failure
to satisfy the closing conditions in a timely fashion or at all, the
inability to integrate the business, assets and employees of Carson
into Flint, fluctuations in oil and gas prices, fluctuations in the
level of oil and gas industry capital expenditures and expenditures on
production and remedial work and other factors that affect demand for
the Company’s services, industry competition, uncertainties as to the
Company’s ability to implement its business strategy effectively in
Canada and the United States, political and economic conditions, the
Company’s ability to attract and retain key personnel, and other risks
and uncertainties described under the heading “Risk Factors” and
elsewhere in the Company’s Annual Information Form for the year ended
December 31, 2010 and other documents filed with Canadian provincial
securities authorities and are available to the public at www.sedar.com. The forward-looking statements are expressly qualified in their
entirety by this cautionary statement. The forward-looking statements
are made as of the date of this news release and Flint assumes no
obligation to update or revise them to reflect new events or
circumstances, except as expressly required by applicable securities
law. Further information regarding risks and uncertainties relating to
Flint and its securities can be found in the disclosure documents filed
by Flint with the securities regulatory authorities, available at www.sedar.com.
SOURCE Flint Energy Services Ltd.
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