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Gasfrac Energy Services Inc
Symbol GFS
Shares Issued 63,631,717
Close 2015-01-14 C$ 0.275
Market Cap C$ 17,498,722
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Gasfrac Energy Services files for creditor protection

2015-01-15 20:53 ET - News Release

An anonymous director reports

GASFRAC FILES FOR CCAA PROTECTION

Gasfrac Energy Services Inc. has commenced proceedings and obtained court protection under the Companies' Creditors Arrangement Act (CCAA) pursuant to an initial order granted by the Court of Queen's Bench, in the province of Alberta, on Jan. 15, 2015. Pursuant to the initial order, the corporation and all of its operating subsidiaries have obtained protection from its creditors under the CCAA, other than in respect of the corporation's primary secured lender, PNC Bank Canada branch, for a period expiring Feb. 9, 2015, as the corporation attempts to restructure and reorganize its assets, business and financial affairs, subject to possible extension from time to time pursuant to further court order. The application for the initial order was not opposed by PNC, and the corporation is currently attempting to negotiate a forbearance agreement with PNC related to its secured indebtedness, although there is no assurance such an agreement will be reached or what the terms thereof will include.

As a result of a combination of continuing negative operating results, limited access at the present time to capital markets for junior issuers such as the corporation, reduced industry activity resulting from depressed petroleum and natural gas commodity prices, and the inability of the corporation to obtain a suitable offer for the purchase of the corporation or its assets after a strategic alternative process, which commenced on Nov. 13, 2014, that would satisfy all of the corporation's existing financial obligations, both secured and unsecured, the corporation was unable to restructure its affairs in an adequate manner, and after careful consideration of all other available alternatives, the board of directors of the corporation determined that it was in the best interests of the corporation and all of its stakeholders to file for an application for creditor protection under the CCAA.

Under the CCAA proceedings, it is expected that the corporation's operations will continue uninterrupted in the ordinary course of business, and obligations to employees, key suppliers of goods and services, and the corporation's customers, after the filing date, will continue to be met on a continuing basis. Under the initial order, the corporation's management will remain responsible for the day-to-day operations of the corporation, and to the best of the knowledge, information and belief of the corporation, there are no intended material changes to the management team or the composition of the board of directors, and the continuity thereof is anticipated to continue throughout the CCAA process.

To enable the corporation and its operating subsidiaries to maintain normal business operations, the initial order provides a stay of certain creditor claims and the exercise of contractual rights arising out of the CCAA process, as well as provides the necessary protection to continue a strategic alternative process under the oversight of the board of directors and with the advice of the corporation's professional advisers. In this regard, the corporation anticipates that it will make an application in the near future for a further court order to create a sale and investments solicitation process (SISP) to be conducted in conjunction with the CCAA proceedings, intended to generate interest in either the business or the assets of the corporation, with the goal of maximizing return in respect of the corporation's assets and creating the foundation of a plan of compromise or arrangement for all stakeholders of the corporation.

Subject to further court approval, it is anticipated that the corporation will continue to retain CIBC World Markets Inc. as sales agent, investment banker and financial adviser to the corporation in connection with any proposed financing or sale transaction that may arise under the CCAA proceedings or any future SISP. A further court application related to approval of this engagement is anticipated to proceed in the near future.

Ernst & Young Inc. has been appointed monitor of the corporation for the CCAA proceedings. A copy of the CCAA initial order will be made available and details relating to this case may be accessed on the monitor's website. The monitor has also established the following information hotline related to enquiries regarding the CCAA process: 403-206-5060.

Trading in the common shares of the corporation on the Toronto Stock Exchange has been halted and it is anticipated that the trading thereof will continue to be halted until a review is undertaken by the TSX regarding the suitability of the corporation for listing on the TSX.

Further news releases will be provided on a continuing basis throughout the CCAA process as may be determined necessary.

We seek Safe Harbor.

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