Trican Well Service Ltd.

Trican Well Service Ltd.

March 16, 2016 08:52 ET

Trican Well Service Closes Sale of Its United States Pressure Pumping Business and Amended Covenant Package With Its Lenders

CALGARY, ALBERTA--(Marketwired - March 16, 2016) - Trican Well Service Ltd. ("Trican" or "the Corporation") (TSX:TCW) is pleased to announce that it will close the sale of its United States pressure pumping business today to Keane Group, a privately-held U.S.-based well completion services company ("Keane"). The closing process has been initiated and will be finalized today. As previously announced, the transaction involves the sale of all of the pressure pumping and select related assets, and the assumption of certain liabilities, of Trican Well Service, L.P., Trican's wholly-owned subsidiary, for a purchase price of US $200 million, or approximately CDN $267 million at the March 15, 2016 closing exchange rate of 1.3362, with customary working capital adjustments to be determined.

In addition to this cash consideration, Trican has received 10% of the shares of Keane Group Holdings, LLC, as well as certain economic interests in Keane that represent up to an additional 20% economic participation above certain thresholds upon a Keane liquidity event. Trican intends to apply the net cash proceeds from this transaction to reduce its outstanding debt. Trican's net debt (net of cash and the hedge receivable) is expected to be approximately CDN $205 million following the paydown.

Concurrently with the closing of this transaction, the previously announced amendments to Trican's lending agreement with its bank lenders under its RCF, as well as to Trican's senior notes, will come into effect. These amendments are consistent with those disclosed in the Corporation's press release from January 26, 2016, including the waiving of all financial covenants until the third quarter of 2016, and relaxed financial covenants thereafter until the first quarter of 2018.

Dale Dusterhoft, CEO of Trican, stated, "We are very pleased to close this transaction and to finalize the amendments to our financial covenants. We are very proud of the business Trican built in the United States. We believe, however, that it is critical at this time to focus on improving the profitability of our Canadian business. These transactions allow us to further strengthen our balance sheet in order to weather the current economic downturn. We wish to thank all of the employees who helped us build our U.S. business, and we look forward to their continued success in the Keane organization, in which Trican will share through our continued investment in the business."

Cautionary Statements Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "intend", "estimate" and "estimated", and other similar words, or statements that certain events or conditions "may" or "will" occur. The forward-looking information in this news release relates, but is not limited to, statements with respect to the sale of Trican's United States pressure pumping business, including the nature of the adjustments to the purchase price, the expected use of net proceeds from the transaction and the impact of the transaction on Trican's financial condition, including its balance sheet and ability to withstand the current economic downturn.

The forward-looking information set out in this news release, is based on certain expectations and assumptions regarding, among other things, the absence of further changes and further economic conditions which may adversely affect Trican.

Forward-looking information is subject to known and unknown risks and uncertainties and other factors which may cause actual results, events and achievements to differ materially from those expressed or implied in such forward-looking information. Actual results could differ materially from those described in this press release as a result of the risk factors set forth under the section entitled "Risks Factors" in our Annual Information Form dated March 25, 2015. Readers are also referred to the risk factors and assumptions described in other documents filed by Trican from time to time with securities regulatory authorities.

Trican undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward looking information.

Headquartered in Calgary, Alberta, Trican provides a comprehensive array of specialized products, equipment and services that are used during the exploration and development of oil and gas reserves.

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