North American Energy Partners Inc.
TSX : NOA
NYSE : NOA

North American Energy Partners Inc.

November 28, 2006 19:46 ET

North American Energy Partners Completes Initial Public Offering

ACHESON, ALBERTA--(CCNMatthews - Nov. 28, 2006) - North American Energy Partners Inc. (TSX:NOA) (NYSE:NOA) (the "Company") announced today that it completed its previously announced initial public offering (the "Offering") of 12,500,000 of its voting common shares ("Common Shares") at US$16.00 or C$18.38 per share. As part of the Offering, the Company sold 8,750,000 Common Shares and existing shareholders sold 3,750,000 Common Shares. The Company and the selling shareholders have granted the underwriters a 30-day option (the "over-allotment option") to purchase up to an additional 1,875,000 Common Shares at the initial public offering price to cover any possible over-allotments.

In connection with the completion of the Offering, the Company completed the previously announced purchase of its outstanding 9% Senior Secured Notes due 2010. The Company also completed the amalgamation of NACG Holdings Inc. with its two subsidiaries, NACG Preferred Corp. and North American Energy Partners Inc., under the name North American Energy Partners Inc., as well as a pre-closing capital reorganization.

The Company's four principal shareholders (prior to giving effect to the Offering) will continue to have a significant interest in the Company with three shareholder groups, each holding an interest of more than 10% of the outstanding Common Shares. The following is a description of each shareholder's interest in accordance with Canadian securities laws.

The Sterling Group

In connection with the completion of the Offering, Sterling Group Partners I, L.P. has control or direction over an aggregate 6,565,862 Common Shares, which represents approximately 19.03% of the issued and outstanding Common Shares. If the over-allotment option is exercised in full, Sterling Group Partners I, L.P. will sell an additional 292,634 Common Shares at a price of US$16.00 or C$18.38 per share. This would give Sterling Group Partners I, L.P. control or direction over an aggregate 6,273,228 Common Shares, which makes up approximately 17.70% of the issued and outstanding Common Shares.

Sterling Group Partners I GP, L.P., the general partner of Sterling Group Partners I, L.P., is an affiliate of The Sterling Group, L.P. The address of Sterling Group Partners I, L.P. is Eight Greenway Plaza, Suite 702, Houston, Texas 77046.

The Company has been advised that the Common Shares held by Sterling Group Partners I, L.P. were acquired in the ordinary course of Sterling Group Partners I, L.P.'s business. On an on-going basis, Sterling Group Partners I, L.P. expects to monitor and evaluate the Company's financial condition, business, operations and prospects, market price of the Common Shares, conditions in the securities markets generally, general economic and industry conditions, and other factors. Depending on such review and subject to the conditions below, Sterling Group Partners I, L.P. have advised that it may make additional purchases, or may sell or transfer Common Shares over which it may be considered to have control or direction from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the Common Shares or other securities and/or may cause Sterling Group Partners I, L.P. to distribute Common Shares or other securities in kind to its partners. Any of these transactions may occur at any time or from time to time and are subject to: (i) the restrictions contained in a lock-up agreement entered into by Sterling Group Partners I, L.P. in favour of the underwriters for the Offering and (ii) applicable law.

Genstar Capital

In connection with the completion of the Offering, Genstar Capital Partners III, L.P. and Stargen III, L.P. have control or direction over an aggregate 4,753,856 Common Shares, making up approximately 13.78% of the issued and outstanding Common Shares. If the over-allotment option is exercised in full, Genstar Capital Partners III, L.P. and Stargen III, L.P. will sell an additional 211,874 Common Shares at a price of US$16.00 or C$18.38 per share. In this case, Genstar Capital Partners III, L.P. and Stargen III, L.P. will have control or direction over an aggregate 4,541,982 Common Shares. This represents approximately 12.82% of the issued and outstanding Common Shares.

Genstar Capital III, L.P. is the sole general partner of each of Genstar Capital Partners III, L.P. and Stargen III, L.P. Genstar III GP LLC is the sole general partner of Genstar Capital III, L.P. The three individuals who are the managing members of Genstar III GP LLC may be deemed to own Common Shares beneficially owned, or deemed to be beneficially owned, by Genstar III GP LLC, but disclaim such beneficial ownership. Genstar Capital Partners III, L.P. and Stargen III, L.P. are affiliates of Genstar Capital, L.P. The address of Genstar Capital Partners III, L.P. and Stargen III, L.P. is Four Embarcadero Center, Suite 1900, San Francisco, California 94111.

The Company has been advised that the Common Shares held by Genstar Capital Partners III, L.P. and Stargen III, L.P. were acquired in the ordinary course of Genstar Capital Partners III, L.P.'s and Stargen III, L.P.'s businesses. On an on-going basis, Genstar Capital Partners III, L.P.'s and Stargen III, L.P.'s expect to monitor and evaluate the Company's financial condition, business, operations and prospects, market price of the Common Shares, conditions in the securities markets generally, general economic and industry conditions, and other factors. Depending on such review and subject to the conditions below, Genstar Capital Partners III, L.P. and Stargen III, L.P. have advised that they may make additional purchases, or may sell or transfer Common Shares over which they may be considered to have control or direction from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Common Shares or other securities and/or may cause Genstar Capital Partners III, L.P. and Stargen III, L.P. to distribute Common Shares or other securities in kind to their partners. Any of these transactions may occur at any time or from time to time and are subject to: (i) the restrictions contained in a lock-up agreement entered into by Genstar Capital Partners III, L.P. in favour of the underwriters in connection with the Offering and (ii) applicable law.

Perry Funds

In connection with the completion of the Offering, Perry Corp., an affiliate of Perry Strategic Capital and Richard C. Perry (collectively, "Perry"), may be considered to have control or direction over an aggregate 4,753,839 Common Shares, representing 13.78% of the issued and outstanding Common Shares. All such Common Shares are beneficially owned by the Perry Entities as defined below.

If the over-allotment option is exercised in full, the Perry Entities will sell an additional 211,872 Common Shares at a price of US$16.00 or C$18.38 per share. In this case, Perry may be considered to have control or direction over an aggregate 4,541,967 Common Shares, representing approximately 12.82% of the issued and outstanding Common Shares.

Richard C. Perry is the President, sole shareholder and sole director of Perry Corp., which is the investment manager of Perry Partners International, Inc. and the managing general partner of Perry Partners, L.P. Perry Partners International, Inc. is the indirect sole shareholder of the Common Shares owned by Perry Luxco S.A.R.L. As such, Perry may be considered to exercise control or direction over the Common Shares beneficially owned by Perry Luxco S.A.R.L., Perry Partners, L.P. and Perry Partners International, Inc. (collectively, the "Perry Entities").

The address of Perry and Perry Partners, L.P. is 767 Fifth Avenue, 19th Floor, New York, New York, USA, 10153. The address of Perry Luxco S.A.R.L. is Carre Bonn, 20 Rue de la Poste, L-2346 Luxembourg and the address of Perry Partners International, Inc. is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands. Perry and Perry Corp. disclaim any beneficial ownership over such Common Shares, except to the extent of their pecuniary interest, if any, therein.

The Company has been advised that the Common Shares held by the Perry Entities were acquired in the ordinary course of business of the Perry Entities. On an on-going basis, Perry expects to monitor and evaluate the Company's financial condition, business, operations and prospects, market price of the Common Shares, conditions in the securities markets generally, general economic and industry conditions, and other factors. Depending on such review, and subject to the conditions below, Perry has advised that it may make additional purchases or may sell or transfer Common Shares over which they may be considered to have control or direction from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Common Shares or other securities and/or may cause any of the Perry Entities to distribute in kind to their respective partners or shareholders, as the case may be, Common Shares or other securities. Any of these transactions may occur at any time, or from time to time, and are subject to: (i) the restrictions contained in a lock-up agreement entered into by the Perry Entities in favour of the underwriters in connection with the Offering and (ii) applicable law.

SF Holding Corp

In connection with the completion of the Offering, Stephens-NACG LLC has control or direction over an aggregate 3,168,983 Common Shares, representing approximately 9.18% of the issued and outstanding Common Shares. If the over-allotment option is exercised in full, Stephens-NACG LLC will sell an additional 141,238 Common Shares at a price of US$16.00 or C$18.38 per share. In this case, Stephens-NACG LLC will have control or direction over an aggregate 3,027,745 Common Shares which makes up approximately 8.54 % of the issued and outstanding Common Shares.

SF Holding Corp., the sole manager of Stephens-NACG LLC, is an affiliate of Stephens Inc. The address of Stephens-NACG LLC is 111 Center Street, Little Rock, Arkansas, 72201.

The Company has been advised that the Common Shares held by Stephens-NACG LLC were acquired in the ordinary course of business. On an on-going basis, Stephens-NACG LLC expects to monitor and evaluate the Company's financial condition, business, operations and prospects, market price of the Common Shares, conditions in the securities markets generally, general economic and industry conditions, and other factors. Depending on such review, and subject to the conditions below, Stephens-NACG LLC has advised that it may make additional purchases or may sell or transfer Common Shares over which they may be considered to have control or direction from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Common Shares or other securities and/or may cause Stephens-NACG LLC to distribute Common Shares or other securities in kind to its partners. Any of these transactions may occur at any time, or from time to time, and are subject to: (i) the restrictions contained in a lock-up agreement entered into by Stephens-NACG LLC in favour of the underwriters in connection with the Offering and (ii) applicable law.

For more information with respect to the shareholders described above, or a copy of the report which may be filed by them in connection with the foregoing and in accordance with applicable Canadian securities laws, please contact:



Sterling Group Partners I, L.P.
Eight Greenway Plaza, Suite 702
Houston, Texas 77046
John Hawkins: 713-877-8257

Genstar Capital Partners III, L.P. and Stargen III. L.P.
Four Embarcadero Center, Suite 1900
San Francisco, California 94111
Richard Paterson: 415-834-2350

Perry Corp.
767 Fifth Avenue, 19th Floor
New York, New York 10153
Michael Neus: 212-583-4000

Stephens-NACG LLC
111 Center Street
Little Rock, Arkansas 72201
Rick Turner: 501-377-2217


The information provided in this news release is not an admission that any entity named in this release is a joint actor with any other entity named in this news release. The information relating to the Company's principal shareholders was provided by each shareholder. This news release shall not constitute an offer to sell or a solicitation of an offer to buy any Common Shares in any province, territory or state in which such offer or solicitation would be unlawful.

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)
    Email: vgallant@nacg.ca