High Arctic Announces Agreements to Sell its Canadian Well Servicing and Canadian Snubbing Businesses
Calgary, Alberta, July 18, 2022: High Arctic Energy Services Inc. (TSX: HWO) “High Arctic” or the “Corporation” has entered into an asset purchase agreement with Precision Drilling Corporation (“Precision”) to sell High Arctic’s Canadian well servicing business for an aggregate purchase price of $38.2 million payable in cash (the “Well Servicing Transaction”). Additionally, the Corporation has entered into an asset purchase agreement with Team Snubbing Services Inc. (“Team”) to sell High Arctic’s Canadian snubbing business for 42% of the post-closing total outstanding shares in Team and a note receivable of $3.4 million (the “Snubbing Transaction”). Both the Well Servicing Transaction and the Snubbing Transaction retain working capital, are subject to customary commercial closing conditions and are expected to close before the end of July 2022. Michael Binnion, Chairman of High Arctic, commented “After reflection on High Arctic’s core strength and future opportunities, the Board made a strategic decision to divest certain assets in Canada and focus on resurgent opportunities associated with our existing business in Papua New Guinea (“PNG”). PNG is a market where we have a dominant position, a history of high profit margins and free cash flow generation, and where the Corporation’s future fortunes are inextricably tied. We take great pride in the development of our Canadian well servicing and snubbing businesses. These transactions, we believe, set our employees up for success as most transition to a larger organization wherein their safety, service acumen and operational skill set them up for career success.” The Well Servicing Transaction includes High Arctic’s Canadian Well Servicing fleet marketed under the Concord Well Servicing brand comprising of 51 marketable rigs and 29 inactive and out of service rigs, as well as oilfield rental equipment associated with well servicing including 17 modern hydraulic catwalks purchased in 2021. The transaction will result in the transfer of High Arctic’s Well Servicing employees and a large majority of support personnel to Precision. The consideration includes $10.2 million payable at closing and the remaining $28.0 million payable in January 2023, with High Arctic expecting to retain approximately $3.0 million in closing working capital. Title to four Alberta real estate locations owned by the Corporation will transfer to Precision on final payment, with High Arctic retaining owned Alberta properties in Whitecourt and Clairmont. Precision will assume the lease obligations for High Arctic’s properties in Cold Lake and Acheson. Mike Maguire, CEO of High Arctic, said “Consolidation in the well servicing market is necessary to realize the scale and synergies to deliver profitability to shareholders. This transaction delivers to Precision high quality assets and people, and provides High Arctic with access to the capital tied up in our business. We are pleased to have found in Precision’s Well Servicing team, people who share a culture grounded in service quality and believe there is no better place to vend in Concord Well Servicing.” Precision’s President and CEO, Kevin Neveu, stated, “This acquisition significantly expands our well servicing division with high quality rigs and field personnel, strategic regional positioning, and alignment with key customers. High Arctic’s people are well known for their focus on safety and field execution and will complement Precision’s High Performance, High Value operating strategy. The Transaction accomplishes needed consolidation in the well servicing industry, providing greater opportunities for our combined team, while bolstering service capabilities for our customers. I am excited to welcome High Arctic employees to the Precision family.” Paradigm Capital Inc. is acting as exclusive financial advisor to High Arctic in connection with the Well Servicing Transaction. The Snubbing Transaction includes High Arctic’s Canadian Snubbing fleet comprising 7 marketable packages and 32 inactive and out of service snubbing units, underbalance hoists and associated support equipment. Commensurate with the Snubbing Transaction, High Arctic will appoint two directors to the 5-person board of Team, and an affiliate of Team will enter into a five-year lease of High Arctic’s owned property in Clairmont, Alberta on current market terms. The transaction will result in the transfer of High Arctic’s snubbing employees to Team. The Snubbing Transaction recognizes the contributed High Arctic assets at $11.1 million. As part of the consideration, High Arctic will receive a convertible promissory note from Team for $3.4 million with a five-year term, interest accruing at 4.5% from January 1, 2023 and principal repayments commencing July of 2024. High Arctic will receive the remainder of the consideration in the form of 420,000 common voting shares in Team, representing 42% of the post-closing total outstanding shares in Team. Mike Maguire, CEO of High Arctic, said “We are thrilled to become a significant shareholder of Team Snubbing Services Inc., a Canadian snubbing specialist on a rapid growth trajectory. Ownership in Team retains for our shareholders an exposure to the Canadian energy services sector, in a bespoke service offering that realizes high margins overseen by skilled and passionate management, while at the same time releasing our management to focus efforts elsewhere.” Mike Watts, CEO of Team, said “We are genuinely excited for the future of Team. The addition of the top-tier snubbing assets of High Arctic will enable us to realize our business plans for rapid expansion of operations in Canada and abroad. Team management has been working diligently over the past number of years to create a strong corporate and operational foundation given the uncertain times in the Canadian energy industry. This transaction has helped solidify management’s efforts and adds an exciting portfolio to the Team group. Through this transaction we get a strengthened balance sheet, board members with vast experience and knowledge of the energy services industry and capital markets, and employees who are as passionate about high quality, reliable and safe snubbing practices as we are.” Elimination of Production Services Segment. Combined, the two transactions represent the effective divestment of High Arctic’s Canadian Production Services segment. Post-closing, High Arctic will retain in Canada its Ancillary Services Segment comprised of the Nitrogen Pumping business and a smaller Rentals business focused on pressure control while keeping the HAES Rental Services branding. These Ancillary Services businesses will … Read more