CALGARY, AB, July 14, 2021 /CNW/ - Calfrac Well Services Ltd.
("Calfrac" or the "Company") (TSX: CFW) announces that yesterday
the Ontario Securities Commission ("OSC") dismissed the application
by Wilks Brothers, LLC ("Wilks Brothers") to set aside the decision
of the Toronto Stock Exchange ("TSX") that granted exemptive relief
to Calfrac.
As previously announced, in March
2021, the TSX confirmed that its conditional listing
approval in respect of the common shares issuable upon conversion
of the remaining $58,950,000 of 1.5
Lien Notes issued by Calfrac in connection with its 2020
recapitalization transaction had been satisfied. Such
confirmation was subject to, among other conditions, the completion
of the rescission and cancellation of the previously described
$1,050,000 of 1.5 Lien Notes acquired
by an institutional Shareholder, which was completed on
April 15, 2021. Among the
conditions imposed by the TSX in granting exemptive relief, Calfrac
is subject to enhanced review by the TSX until March 2022.
Wilks Brothers applied to the OSC for a hearing and review of
the TSX's decision. The hearing before the OSC was held on
July 12, 2021.
On July 13, 2021, the OSC issued
an order dismissing Wilks Brothers' application. The OSC's
reasons will be released at a later date.
This favorable decision, coupled with the recent dismissal by
the Supreme Court of Canada of
Wilks Brothers' leave to appeal application, allows Calfrac to
focus on Wilks Brothers' remaining active opposition to Calfrac's
recapitalization transaction, being the pending appeal to the U.S.
Court of Appeals for the Fifth Circuit, as disclosed in Calfrac's
June 2, 2021 news release.
Calfrac believes that it is well-positioned to oppose the U.S.
appeal, and looks forward to the opportunity to dispense with the
appeal on the merits.
The briefing schedule and hearing dates for the U.S. appeal
remain to be determined. Calfrac will provide a further update upon
any material developments.
Calfrac's common shares and warrants are publicly traded on the
Toronto Stock Exchange under the trading symbols "CFW" and
"CFW.WT", respectively.
Calfrac provides specialized oilfield services to exploration
and production companies designed to increase the production of
hydrocarbons from wells drilled throughout western Canada, the United
States, Argentina and
Russia.
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" and similar expressions are
intended to identify forward-looking information or statements.
More particularly and without limitation, this press release
contains forward-looking statements and information relating to the
terms of TSX's relief and Wilks Brothers' appeal to the U.S. Court
of Appeals for the Fifth Circuit.
These forward-looking statements and information are based on
certain key expectations and assumptions made by Calfrac in light
of its experience and perception of historical trends, current
conditions and expected future developments, as well as other
factors it believes are appropriate in the circumstances. Although
Calfrac believes that the expectations and assumptions on which
such forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the
forward-looking statements and information, as Calfrac cannot give
any assurance that they will prove to be correct. Since
forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results could differ materially from
those currently anticipated due to a number of factors and risks.
These include, but are not limited to, risks associated with:
Calfrac's ability to continue to manage the effect of the COVID-19
pandemic on its operations; actions taken by Wilks Brothers, LLC;
decisions by securities regulators and/or the courts; default under
the Company's credit facilities and/or the Company's senior secured
notes due to a breach of covenants therein; failure to reach any
additional agreements with the Company's lenders; the impact of
events of default in respect of other material contracts of the
Company, including but not limited to, cross-defaults resulting in
acceleration of amounts payable thereunder or the termination of
such agreements; failure to receive any applicable regulatory,
court, third party and other stakeholder approvals or decisions in
respect of the Recapitalization Transaction or the court orders
granting enforcement thereof; global economic conditions; along
with those risk and uncertainties identified under the heading
"Risk Factors" and elsewhere in the Company's annual information
form dated March 26, 2021, as filed
on SEDAR at www.sedar.com.
The forward-looking statements and information contained in this
press release are made as of the date hereof and Calfrac does not
undertake any obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws. This press release is not an offer of
securities for sale in the United
States. Securities may not be offered or sold in
the United States absent an
exemption from registration under the Securities Act of 1933.
SOURCE Calfrac Well Services Ltd.