|Date Announced:||April 30, 2019|
|Client Name:||Canso Investment Counsel Ltd.|
ClearStream Energy Services Inc.'s wholly-owned subsidiary, ClearStream Energy Holdings LP, entered into an agreement to acquire certain assets of the production services division of AECOM Production Services Ltd. and its affiliates for a purchase price of $18.2 million for the assets and approximately $20 million for the working capital.
Concurrent with the AECOM Transaction, ClearStream Energy Holdings LP entered into an agreement to acquire all of the issued and outstanding shares of Universal Weld Overlays Inc. (UWO) for a purchase price of approximately $12 million to be paid on closing, subject to deferred consideration and earn-out adjustments for an aggregate purchase price of up to $15.3 million. The transactions are expected to close in the second quarter of 2019.
ClearStream financed the transactions through a combination of equity financings of series 2 preferred shares issued on a prospectus exempt basis and, with respect to the AECOM Transaction, a new debt facility from the Business Development Bank of Canada (the "BDC Loan").
In connection with the AECOM Transaction, Canso Investment Counsel Ltd., in its capacity as portfolio manager for and on behalf of certain accounts that it manages, committed to subscribe for up to 20,200 Series 2 Preferred Shares, the proceeds of which will be used to fund a portion of the purchase price for the AECOM Transaction. Canso also provided a bridge debt commitment for the AECOM Transaction, to fund the remaining portion of the purchase price until funding of the BDC Loan.
In connection with the UWO Transaction, Canso has committed to subscribe for up to 12,000 Series 2 Preferred Shares, the proceeds of which will be used to fund the purchase price for the UWO Transaction.
Bennett Jones represented Canso in both transactions.