Green Field Energy Services, Inc. Commences Consent Solicitation
LAFAYETTE, La., Oct. 5, 2012 /PRNewswire/ — Green Field Energy Services, Inc. (CUSIP Nos.: 39304K AA4; U39065 AA2; and 39304K AB2) (“Green Field” or the “Company”) today announced that it commenced a consent solicitation (the “Solicitation”) with respect to proposed amendments to the indenture (the “Indenture”) governing the Company’s outstanding 13% Senior Secured Notes Due 2016 (the “Notes”). The proposed amendments would permit (a) the one-time incurrence of up to $95.0 million in senior first priority secured indebtedness in the form of term loans under a credit agreement with one of the Company’s key customers, SWEPI, LP (“Shell”), for purposes of financing the purchase of additional equipment, (b) permit the deferral until August 29, 2013 of the Company’s semi-annual obligation to make an offer to repurchase Notes from holders thereof and (c) add an obligation of the Company to issue shares of its preferred stock, par value $0.01 per share (the “Preferred Stock”), under certain conditions yielding gross proceeds of up to $15.0 million in the aggregate.
The record date to determine holders of the Notes entitled to consent is October 4, 2012 (the “Record Date”). The Solicitation will expire at 5:00 p.m., New York City time, on October 15, 2012 (the “Expiration Time”), unless extended. As part of the Solicitation, Green Field will issue additional Notes (“New Notes”) to each holder of Notes as of the Record Date (each, a “Holder”) who has validly delivered a duly executed consent (the “Consent”) at or prior to the Expiration Time and who has not revoked that Consent in accordance with the procedures described in the Consent Solicitation Statement dated the date hereof (as the same may be amended or supplemented from time to time, the “Consent Solicitation Statement”) if the conditions set forth in the Consent Solicitation Statement have been satisfied or, where possible, waived (each such Holder, a “Consenting Holder”), in aggregate principal amount, together with pre-issuance accrued interest from May 15, 2012, such that the sum of (a) such aggregate principal amount and (b) such accrued interest for the period from May 15, 2012 to and including the date of the issuance thereof would be equal to 2.5% of the aggregate principal amount of Notes with respect to which such Consenting Holder has validly delivered its Consent (the “Consent Consideration”). The New Notes will be issued in integral multiples of $1,000, with any fractional amount being rounded up to the nearest $1,000. In connection with the Solicitation: (i) the Company will effect certain amendments to the terms of those certain warrants to purchase shares of common stock of the Company, par value $0.01 per share issued in connection with the original issuance of the Notes, (ii) the Company’s principal shareholders intend to make an additional investment in the Company and (iii) the Company will effect certain amendments to its Registration Rights Agreement to entitle holders of the New Notes to the benefits thereof.
The consummation of the Solicitation and delivery of the Consent Consideration are conditioned upon, among other things, (i) receipt of the Requisite Consents (as defined in the Consent Solicitation Statement) at or prior to the Expiration Time, (ii) the execution and delivery of a supplement to the Indenture (the “Supplemental Indenture”) and an amendment to the Amended and Restated Intercreditor Agreement (the “Amended and Restated Intercreditor Agreement”) setting forth the first priority security interest in the Company’s motor vehicles and equipment being granted to Shell, (iii) the receipt by the Company, no later than November 2, 2012, of at least $70.0 million in gross proceeds of new term loans incurred under the Indenture and the supplement thereto, (iv) the execution and delivery of an amendment to the Warrant Agreement (the “Warrant Agreement Amendment”), (v) the execution and delivery of a share purchase agreement pursuant to which MOR MGH Holdings, L.L.C. and Moody Moreno & Rucks, L.L.C. will purchase shares of Preferred Stock from the Company (the “Share Purchase Agreement”), (vi) the execution and delivery of an amendment to the Registration Rights Agreement relating to the Notes and the New Notes (“the Registration Rights Agreement Amendment”), and (vii) the absence of any injunction or action or other proceeding (pending or threatened) which (if adversely determined) would make unlawful or invalid or enjoin the implementation of the Proposed Amendments or the issuance of the New Notes, or that would question the legality or validity thereof or of the execution and delivery of the Supplemental Indenture, the Amended and Restated Intercreditor Agreement, the Warrant Agreement Amendment, the Share Purchase Agreement or the Registration Rights Agreement Amendment. Green Field may, in its sole discretion, terminate, extend or amend the Solicitation at any time as described in the Consent Solicitation Statement. The Consent Consideration will be delivered promptly following the satisfaction of the conditions outlined in the Consent Solicitation Statement.
Holders may obtain a copy of the Consent Solicitation Statement and related material from the information agent, i-Deal LLC, at (888) 593-9456.
Jefferies & Company, Inc. (“Jefferies”) is the solicitation agent for the Solicitation. Questions regarding the Solicitation may be directed to Jefferies at (203) 708-5831 or (888) 708-5831.
This press release is for informational purposes only, and the Solicitation is being made only pursuant to the terms of the Consent Solicitation Statement that is being distributed to the Holders. The Solicitation is not being made to, and Consents are not being solicited from, Holders in any jurisdiction in which it is unlawful to make such Solicitation or grant such Consent. None of Green Field, the solicitation agent or the information agent makes any recommendation as to whether or not Holders should deliver any Consents. Each Holder must make its own decision as to whether or not to deliver a Consent.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. The New Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws. As a result, the New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
About Green Field
Green Field is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company’s services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services.
In December 2010, Green Field became the first company to provide hydraulic fracturing services utilizing turbine-powered pumping equipment. The Company believes that its technology provides several advantages over the diesel-powered pumping equipment generally utilized in the industry, including significantly lower emissions, a smaller operating footprint, lower manufacturing costs, lower operating costs and greater fuel flexibility, including the ability to operate on natural gas.
CONTACTS: Green Field Energy Services, Inc. Andrew Ward 337-706-1700 DRG&L Ken Dennard / Ben Burnham 713-529-6600
SOURCE Green Field Energy Services, Inc.