calfrac well services ltd. - petersco.com · the division consists of modern, reliable equipment...
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PETERS & CO. LIMITED2300 Jamieson Place308 Fourth Avenue SWCalgary, Alberta T2P 0H7www.petersco.com
Cameron E. PlewesManaging DirectorCorporate [email protected]
Callum J. MoorePrincipalCorporate [email protected]
Benjamin M. GazdicVice PresidentCorporate [email protected]
Franklin P. EldridgeVice PresidentAcquisitions & [email protected]
Paul EllisAssociateCorporate [email protected]
Calfrac Well Services Ltd. ("Calfrac" or the "Company") has initiated a process to identify potential strategic alternatives in respect of the divestiture of the Company’s cementing division (the "Division"). While the Division is presently inactive, all of its assets remain in place and ready for a successful reactivation. The Company has retained Peters & Co. Limited ("Peters & Co.") as its exclusive financial advisor to assist in this process.
OPPORTUNITY OVERVIEW The Division consists of modern, reliable equipment that is capable of providing both primary and remedial cementing services in a variety of well types: shallow and deep, thermal/high temperature, vertical and horizontal, low and high pressure.
Several of the twin units in the package would be amongst the best units currently available. The Division's peak annual operating results were in 2014, when it generated ~C$12 MM in EBITDA. The Division last worked in early 2016.
The estimated replacement cost of the Division’s assets is in excess of $35 MM. The U.S. equipment is primarily in Pennsylvania and the four units in Uruguay are being shipped to San Antonio.
TABLE OF CONTENTSOpportunity Overview . . . .1Process and Contacts . . . .2Disclaimer . . . . . . . . . . . . .3
TWIN TRAILER CEMENTERFLEET OVERVIEW
SINGLE BODY JOB CEMENTER
100 BBL CEMENT BATCH MIXER
UNITED STATES# of
Unit Type Units Description
■ 8 twin units■ 3 single trailer mounted units■ 3 single body job units■ Included in package at
1 trailer / unit■ Average age < 10 years■ 2 bulk cement transport trailers■ 12 permanent storage silos ■ 71 portable silos
Batch Mixers 5 ■ 50 Bbl and 100 Bbl capacity
Other Assets -
■ Plug-loading heads, tank, blender, scales, dust collector, compressors, lab testing equipment
CANADA
Cement Pumpers 2 ■ 2 single body job units
Pneumatic Transport Trailer 1 ■ Average age < 10 years
■ 4 permanent storage silos
■ 3 portable silos
Other Assets -
■ Plug-loading heads, tank, blender, scales, dust collector, compressors, swages, nubbins, lab testing equipment
URUGUAYCement Pumpers 2 ■ 1 single and 1 double body job
unitsFluid Pumpers 2 ■ 2 single body job units
Note: Inclusion of support tractors may be negotiated on a case-by-case basis
Cement Storage and Mixing Equipment
7
Cement Pumpers 14
Pneumatic Transport Trailers
8
Cement Storage and Mixing Equipment
85
Peters & Co. Limited February 2018
Calfrac Well Services Ltd.Information Memorandum – Cementing Asset Division
2Peters & Co. Limited | www.petersco.com
Process and Contacts
Calfrac has retained Peters & Co. as its financial advisor to coordinate all aspects of this strategic alternatives process and Peters & Co. will act as the sole contact for all parties who wish to contact Calfrac ("Interested Parties").
Interested Parties that execute a confidentiality agreement will receive access to an online data room.
Calfrac and Peters & Co. expressly reserve the right at any time to amend or terminate the strategic alternatives process and / or these procedures, to decline to permit an Interested Party to participate in the process, to terminate discussions with any or all Interested Parties, to reject any or all offers, or to negotiate with any party with respect to a possible transaction.
Further information will be communicated solely to Interested Parties that have signed a confidentiality agreement.
Peters & Co. will act as the sole contact for all Interested Parties. The directors, officers and employees of Calfrac should not be contacted directly. All communications and inquiries from Interested Parties should be directed to one of the representatives listed below:
CONTACTS
Peters & Co. Limited | 2300 Jamieson Place | 308 Fourth Avenue SW | Calgary, Alberta, Canada | T2P 0H7
Cameron E. PlewesManaging DirectorCorporate [email protected]
Callum J. MoorePrincipalCorporate [email protected]
Benjamin M. GazdicVice PresidentCorporate [email protected]
Franklin P. EldridgeVice PresidentAcquisitions & [email protected]
Paul EllisAssociateCorporate [email protected]
Calfrac Well Services Ltd. | Information Memorandum | Cementing Asset Divestiture | February 2018
3Peters & Co. Limited | www.petersco.com
Disclaimer
This Information Memorandum is based on information provided by Calfrac from its own records and from other sources. The Information Memorandum is being distributed, on behalf of Calfrac, by Peters & Co., its financial advisor, solely for the use by a qualified third party ("Third Party").
The information contained herein (the "Information") has been prepared in good faith to assist a Third Party in completing its own independent evaluation of the Division, but does not purport to be all inclusive or to contain all of the information that a Third Party may desire or that may be required by a Third Party to properly conduct an evaluation. In all cases, a Third Party should conduct its own independent investigation and analysis of the Division and the data set forth in this Information Memorandum.
Peters & Co. has not independently verified any of the Information contained herein. Neither Peters & Co., the Company, nor their respective affiliates make any representation or warranty (expressed or implied) as to the accuracy or completeness of this Information Memorandum.
Neither Peters & Co., the Company, nor their respective affiliates will assume any liability for a Third Party's use of this Information Memorandum or any other oral, written or other communication transmitted to a Third Party during the course of its evaluation.
Calfrac and Peters & Co. expressly disclaim any and all liability and responsibility for and associated with the quality, accuracy, completeness or materiality of the Information.
A Third Party will conduct its own independent evaluation and analysis of the Information and satisfy itself as to the quality, accuracy, completeness and materiality of the same. The Third Party will rely solely on its own independent evaluation and analysis of the Information at all times.
This Information Memorandum may include certain statements, estimates, forecasts and projections provided by the Company and with respect to the anticipated future performance of the Division. Such statements, estimates, forecasts and projections reflect various assumptions made by the Company and / or Peters & Co. concerning anticipated results, which may or may not prove to be correct. No representations or warranties are made as to the accuracy of such statements, estimates, forecasts or projections. The only Information that will have any legal effect will be that specifically represented or warranted in any definitive agreement, when, as and if executed.
Calfrac Well Services Ltd. | Information Memorandum | Cementing Asset Divestiture | February 2018