12:23:20 EDT Sat 18 May 2024
Enter Symbol
or Name
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CA



Secure Energy Services Inc
Symbol SES
Shares Issued 296,835,346
Close 2023-06-08 C$ 6.29
Market Cap C$ 1,867,094,326
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Secure Energy begins consent solicitation for 11% notes

2023-06-08 07:47 ET - News Release

Mr. Rene Amirault reports

SECURE ANNOUNCES CONSENT SOLICITATION TO AMEND ITS 11.000% SENIOR SECURED NOTES DUE 2025

Secure Energy Services Inc. has commenced a consent solicitation with respect to proposed amendments to the indenture governing its 11.000 per cent senior second lien secured notes due 2025 upon the terms and subject to the conditions set forth in the consent solicitation statement dated June 8, 2023. Secure is soliciting consents from holders of record of the notes as at 5 p.m. New York time, on June 7, 2023. Subject to the terms and conditions set forth in the statement, Secure will pay eligible holders who validly deliver their consents on or prior to 5 p.m. New York time, on June 16, 2023 (as such date and time may be extended or earlier terminated by Secure in its sole discretion in accordance with the statement, the expiration time), and do not validly revoke such consents on or prior to the earlier of the effective time (as defined below) and the expiration time, a cash payment equal to $5 (U.S.) per $1,000 (U.S.) in aggregate principal amount of the notes consented. The consent payment will only be payable upon and subject to the occurrence of, among other things, the receipt of the requisite consents (as defined below).

Secure is soliciting the consents to the proposed amendments for the purposes of fully aligning the restricted payment section under the indenture with the comparable terms under the indenture governing Secure's outstanding $340-million aggregate principal amount of 7.25 per cent unsecured notes due 2026, which facilitates Secure's delivery of its capital allocation priorities, including the return of capital to shareholders in the form of its quarterly dividend and opportunistic share repurchases.

The solicitation is subject to certain conditions, including, among other things, the receipt of valid and unrevoked consents in respect of more than 50 per cent of the aggregate principal amount outstanding of the notes (other than notes held by Secure or any of its affiliates) at or prior to the expiration time. The proposed amendments will be effected by a fifth supplemental indenture to the indenture, which will be executed after the receipt of the requisite consents, as described in more detail in the statement. However, the proposed amendments will not become operative unless the consent payment is made. Secure expects to make the consent payment upon or promptly after the time and date on which the fifth supplemental indenture is executed and delivered.

Delivered consents may be validly revoked prior to the earlier of the expiration time and the effective time. Holders should note that the effective time may fall prior to the expiration time and holders will not be given prior notice of such effective time. Holders will not be able to revoke their consents after the earlier of the effective time and the expiration time.

In the event that Secure does not receive the requisite consents prior to the expiration time, no consent payment will be made by Secure.

The solicitation is being made solely on the terms and subject to the conditions set forth in the statement. Secure may, in its sole discretion, terminate, abandon, extend or amend the solicitation as described in the statement.

Secure has retained Barclays Capital Inc. to act as solicitation agent in connection with the solicitation. Questions may be directed to Barclays at 1-800-438-3242 (toll-free) or 1-212-528-7581 (collect). Secure has retained D.F. King & Co. Inc. to act as information and tabulation agent in connection with the solicitation. Questions and requests for additional documents may be directed to D.F. King & Co. Inc. at 1-800-848-3410 (toll-free) or 1-212-269-5550 (bankers and brokers collect) or by e-mailing SES@dfking.com.

About Secure Energy Services Inc.

Secure is a leading environmental and energy infrastructure business headquartered in Calgary, Alta. The corporation's extensive infrastructure network located throughout Western Canada and North Dakota includes waste processing and transfer facilities, industrial landfills, metal recycling facilities, crude oil and water gathering pipelines, crude oil terminals, and storage facilities. Through this infrastructure network, the corporation carries out its principal business operations, including the processing, recovery, recycling and disposal of waste streams generated by the company's energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions the corporation provides are designed not only to help reduce costs, but also lower emissions, increase safety, manage water, recycle byproducts and protect the environment.

We seek Safe Harbor.

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