Flint Announces Completion of Carson Energy Services Acquisition

Flint Announces Completion of Carson Energy Services Acquisition

PR Newswire

(TSX: FES)

CALGARY, Oct. 3, 2011 /PRNewswire/ – Flint Energy Services Ltd. (“Flint” or the
“Company”) announced that it completed the previously announced
agreement to acquire (the “Acquisition”) all of the issued shares of
Carson Energy Services Ltd. (“Carson”), a privately held energy
services company based in Saskatchewan.

The transaction was subject to regulatory approvals which were obtained
at the end of September, 2011 and closed effective October 1, 2011.
The purchase price 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 on
the Carson operations meeting the EBITDA target of $40 million per
year.

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 17 locations covering 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 provides Flint with a firm platform to
expand its energy services reach in Saskatchewan and Manitoba.

Ron Carson, President of Carson Energy Services Ltd., will continue as
President of Carson’s operations within Flint. Carson will continue to
operate under the Carson Energy Services brand while Flint and Carson
adopt the best practices of each organization, ensuring uninterrupted
and seamless services to their customers. The Carson operating results
will be consolidated in the Company’s Production Services segment, and
will be reported in the fourth quarter and year end statements.

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 9,500 employees, Flint provides this unique breadth of
products and services through over 82 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 EBITDA of Carson, which is a
non-GAAP measure. The EBITDA of Carson is defined to mean earnings
before interest, taxation, depreciation and amortization, stock based
compensation, joint venture results and impairment, and has been
calculated in a manner that is consistent with the manner in which
Flint calculates EBITDA. Flint regularly provides information
concerning Flint’s 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
EBIDTA 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 EBIDTA should not
be construed as an alternative to net earning determined in accordance
with GAAP as an indicator of financial performance. Moreover, the
method of calculating EBIDTA may differ from other organizations and,
accordingly, the calculations of EBITDA contained in this new 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 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, 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 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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