North American Energy Partners Inc.

North American Energy Partners Inc.

November 27, 2006 07:00 ET

North American Energy Partners Accepts Notes Tendered in Tender Offer and Consent Solicitation for its 9% Senior Secured Notes Due 2010

ACHESON, ALBERTA--(CCNMatthews - Nov. 27, 2006) - North American Energy Partners Inc. (TSX:NOA) (NYSE:NOA) (the "Company") announced today that it has completed its previously announced tender offer and consent solicitation for its outstanding 9% Senior Secured Notes due 2010 (CUSIP No. 656844 AE 7) (the" Notes"). The offer expired at 5:00 p.m., New York City time, on November 24, 2006 (the "Expiration Date"). As of the Expiration Date tenders and consents had been received with respect to 100% of the outstanding principal amount of the Notes and the Company has accepted all such Notes for payment.

The total consideration for each US$1,000 principal amount of tendered Notes in US$1,092.64 and includes a consent payment of US$30.00 per US$1,000 principal amount of Notes. Holders of tendered Notes will also received accrued and unpaid interest on their Notes up to, but not including, the payment date for the tender offer and consent solicitation, which is expected to be on or about November 28, 2006.

The obligation of the Company to accept for payment and purchase the Notes in the tender offer and pay for the related consents is conditions on, among other things, the Company's proposed amalgamation with its parent corporations and completion of the subsequent initial public offering of common shares of the amalgamated company. This is described in more detail in the Company's Offer to Purchase and Consent Solicitation Statement dated September 8, 2006 (the "Offer to Purchase"). The Company expects to complete the amalgamation and initial public offering on November 28, 2006.

This announcement is neither an offer to purchase nor a solicitation of an offer to purchase nor a solicitation to tenders or consents with respect to any Notes. The tender offer and the consent solicitation are being made solely pursuant to the Offer to Purchase and the related letter of transmittal.

The Company has retained Credit Suisse Securities (USA) LLC to serve as the dealer manager for the tender offer and the solicitation agent for the consent solicitation. Questions regarding the tender offer and the consent solicitation may be directed to Credit Suisse Securities (USA) LLC at 1-800-820-1853 (toll free) or 1-212-538-0652 (collect). Requests for documents in connection with the tender offer and the consent solicitation may be directed to D.F. King & Co., Inc., the information agent for the tender offer and the consent solicitation, at 1-800-431-9633.

This news release contains forward-looking statements. Actual results could differ materially from those contemplated by such forward-looking statements as a result of any number of factors and uncertainties, many of which may be beyond the Company's control. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in NACG Holdings Inc.'s registration statement and the Company's periodic reports filed with the United States Securities and Exchange Commission. Undue reliance should not be placed upon forward-looking statements and we undertake no obligation to update those statements.

North American Energy Partners Inc. is one of the largest providers of mining and site preparation, piling and pipeline installation services in western Canada. For over 50 years, we have provided services to large oil, natural gas and resource companies, with a principal focus in the Canadian oil sands. We maintain one of the largest independently owned equipment fleets in the region.

Contact Information

  • North American Energy Partners Inc.
    Vincent Gallant
    Vice President, Corporate & Secretary
    (780) 960-2255
    (780) 960-7167 (FAX)