Trinidad Drilling Ltd.

Trinidad Drilling Ltd.

February 08, 2017 11:18 ET

Trinidad Drilling Ltd. Announces Closing of Notes Private Placement, Expiry of Tender Offer and Notice to Redeem Remaining 2019 Notes

CALGARY, ALBERTA--(Marketwired - Feb. 8, 2017) -


Trinidad Drilling Ltd. (TSX:TDG) ("Trinidad" or "the Company") is pleased to announce that it has closed its previously announced private placement of US$350 million aggregate principal amount of 6.625% senior notes due February 2025 (the "Notes"). In addition, the Company announces that its cash tender offer (the "Tender Offer") to purchase any and all outstanding aggregate principal amount of its 7.875% Senior Notes due 2019 (the "2019 Notes") expired this morning at 9:00 am ET.

Pursuant to the terms of the Tender Offer, Trinidad will be taking-up all of the approximately US$203 million aggregate principal amount of 2019 Notes that have been validly tendered. Further to its overall debt refinancing plans and as previously announced, Trinidad is giving notice that all 2019 Notes remaining outstanding following the expiry of the Tender Offer will be redeemed on March 10, 2017, at their principal amount plus any accrued and unpaid interest.

Trinidad plans to use the proceeds from the private placement of the Notes to fund a portion of the cash purchase price for the repurchase of the 2019 Notes.

The closing of the Notes private placement, the Tender Offer and redemption of the 2019 Notes, along with Trinidad's recent equity offering are expected to enhance the Company's financial position. Once fully completed, these transactions are expected to improve Trinidad's debt to EBITDA ratio, extend its long-term debt maturities to 2025 and lower the interest rate on its senior notes from 7.875% to 6.625%. These changes are expected to provide the Company with improved financial flexibility to benefit from increasing customer demand and growing activity in the drilling sector.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction. The Notes were offered and sold only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933 (the "Securities Act") and outside the United States to persons other than U.S. persons in reliance on Regulation S under the Securities Act. The offer and sale of the Notes will not be registered under the Securities Act, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Trinidad is a corporation focused on sustainable growth that trades on the Toronto Stock Exchange under the symbol TDG. Trinidad's divisions currently operate in the drilling sector of the oil and natural gas industry, with operations in Canada, the United States and the United Arab Emirates. In addition, through joint venture arrangements, Trinidad operates drilling rigs in Saudi Arabia and Mexico, and is currently assessing operations in other international markets. Trinidad is focused on providing modern, reliable, expertly designed equipment operated by well-trained and experienced personnel. Trinidad's drilling fleet is one of the most adaptable, technologically advanced and competitive in the industry.

Forward-looking Information Advisory

This document contains certain forward-looking information and statements ("forward-looking statements") within the meaning of applicable Canadian securities laws, relating to Trinidad's plans, strategies, objectives, expectations and intentions for the future. The use of any of the words "expect", "anticipate", "continue", "will", "plans" and similar expressions are intended to identify forward-looking statements. In particular, this document contains forward-looking statements pertaining to, among other things: the intended use of proceeds of the Notes private placement; the effect of the Notes private placement, the Tender Offer, redemption of the 2019 Notes and the recent equity offering on Trinidad's financial position; Trinidad's ability to improve its debt to EBITDA ratio, extend its debt maturity, lower its interest rate on its senior notes and to improve financial flexibility; and the improvement of industry conditions.

Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this document. While Trinidad believes that the expectations and material factors and assumptions reflected in its forward-looking statements are reasonable as at the date hereof, there can be no assurance that any of these expectations, factors or assumptions will prove to be correct. In particular, in presenting its forward-looking statements, Trinidad has made assumptions respecting, among other things: the relative stability of general North American economic conditions; the continued improvement of industry conditions; oil and gas supply and demand conditions in 2017; internal capital expenditure programs and other expenditures by oil and gas exploration and production companies; areas of industry activity and rig demand in such areas; regulatory and legislative conditions; commodity prices, in particular oil and natural gas; future expected cash flows and potential distributions from joint venture partners including Trinidad Drilling International Ltd.; foreign currency exchange rates and interest rates; and future performance and operations of joint ventures and partnership arrangements.

The forward-looking statements included in this document are not guarantees of future performance and should not be unduly relied upon. Readers are cautioned that forward-looking statements are based on current expectations, estimates and projections that, by their nature, involve a number of known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. These known and unknown risks and uncertainties include, but are not limited to: potential changes in the regulatory and legislative environment; political uncertainty and instability in North America and internationally and changes in political leadership in North America and elsewhere; volatility in commodity prices and foreign currency exchange, interest and tax rates; the ability of Trinidad to attract and retain qualified personnel, in particular, field staff to crew the Company's rigs; the existence of competitors, technological changes and developments in the oilfield services industry; further negative downturns in industry conditions; operating risks inherent in the oilfield services industry; variations in internal capital expenditure programs and other expenditures by oil and gas exploration and production companies; volatility in supply and demand for commodities, in particular oil and natural gas; and changes in general economic conditions including the capital and credit markets.

Trinidad cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. Additional information on risks and other factors that could affect Trinidad's business, strategy, operations or financial results are described in reports filed with securities regulatory authorities (accessible through the SEDAR website including but not limited to Trinidad's annual and quarterly MD&A and financial statements, its most recently filed Annual Information Form and Management Information Circular. The forward-looking statements contained in this document speak only as of the date of this document and Trinidad assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

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