North American Energy Partners Inc.

North American Energy Partners Inc.

November 09, 2006 22:00 ET

North American Energy Partners Announces Purchase Price in Tender Offer and Consent Solicitation for Its 9% Senior Secured Notes Due 2010

ACHESON, ALBERTA--(CCNMatthews - Nov. 9, 2006) - North American Energy Partners Inc. (the "Company") announces today the total consideration for its 9% Senior Secured Notes due 2010 (CUSIP No. 656844 AE 7) (the "Notes") in connection with its previously announced tender offer and consent solicitation for the Notes.

The total consideration for the Notes was determined as of 10:00 a.m., New York City time, today by reference to a fixed spread of 50 basis points above the yield to maturity of the applicable U.S. Treasury security as described in the Company's Offer to Purchase and Consent Solicitation Statement, dated September 8, 2006 (the "Offer to Purchase"). The reference yield for the Notes was 4.831%. The Offer to Purchase sets forth the terms and conditions of the tender offer and consent solicitation more fully.

The total consideration for each US$1,000 principal amount of Notes that were validly tendered prior to 5:00 p.m., New York City time, on September 21, 2006 (the "Consent Date") is US$1,092.64. The total consideration includes a consent payment of US$30.00 per US$1,000 principal amount of Notes. Holders of Notes validly tendered will also receive 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.

As of the Consent Date, the Company had received tenders and consents for 100% of the principal amount of Notes outstanding. The tender offer and consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on November 24, 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 conditioned 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, as described in more detail in the Offer to Purchase.

This announcement is neither an offer to purchase, nor a solicitation of an offer to purchase, nor a solicitation of 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 (800) 820-1853 (toll free) or (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 (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 factors 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.

Contact Information

  • North American Energy Partners Inc.
    Vincent Gallant
    Vice President, Corporate
    (780) 960-2255
    (780) 960-7167 (FAX)
    Email: vgallant@nacg.ca