Calgary oilfield service company STEP Energy Services Ltd has revised its recently filed initial public offering. STEP, backed by Canadian energy private equity firm ARC Financial Corp, said it will sell 10 million common shares at $10 per unit, generating about $100 million in proceeds. That amount may increase to $115 million if a greenshoe option is exercised. STEP originally priced the offering to raise as much as $230 million. ARC, which invested in the company in 2011, will sell shares as part of the IPO. Upon its completion, ARC will remain STEP’s majority shareholder, the final prospectus shows. STEP provides coiled tubing and fracturing solutions.
STEP Energy Services Ltd. files Final Prospectus for Initial Public Offering of Common Shares
CALGARY, ALBERTA–(Marketwired – April 25, 2017) –
STEP Energy Services Ltd. (the “Company” or “STEP”) is pleased to announce that it has priced its initial public offering (the “Offering”) of 10,000,000 common shares at a price of $10.00 per common share for aggregate gross proceeds of $100 million. STEP has filed and obtained a receipt for a final long form prospectus (the “Prospectus”) with the securities commissions of each of the provinces of Canada in connection with the Offering.
The Offering is being made through a syndicate of underwriters co-led by CIBC Capital Markets and Raymond James Ltd. (together, the “Co-Lead Underwriters”) and includes BMO Capital Markets, Peters & Co. Limited, RBC Capital Markets, GMP FirstEnergy, National Bank Financial Inc., Scotiabank and AltaCorp Capital Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”). The Company and the limited partnerships comprising ARC Energy Fund 6 and ARC Energy Fund 8 (collectively, the “Selling Shareholders”) have entered into an underwriting agreement with the Underwriters for the Offering.
The Selling Shareholders have granted to the Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an aggregate of an additional 1.5 million common shares of the Company from the Selling Shareholders at a price of $10.00 per common share. The Company will not receive any proceeds in connection with the exercise of the over-allotment option.
The Offering is expected to close on or about May 2, 2017, subject to customary closing conditions. Completion of the Offering is subject to, and conditional upon, the receipt of all necessary approvals, including regulatory approvals. The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the common shares of the Company under the symbol “STEP”. Listing is subject to the Company fulfilling all of the listing requirements of the TSX on or before June 6, 2017.
The Offering is only made by the Prospectus. The Prospectus contains important information about the securities being offered. Potential investors should read the Prospectus prior to making an investment decision. A copy of the Prospectus is available on the SEDAR website at www.sedar.com.
The Selling Shareholders, each of the directors and officers of the Company and certain other shareholders of the Company (in aggregate holding approximately 96.37% of the outstanding common shares of the Company prior to the completion of the Offering) have entered into lock-up agreements in favour of the Underwriters and will be subject to a lock-up thereunder for 180 days post-closing, subject to certain exceptions set out in the Prospectus.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities offered pursuant to the Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.
About the Company
STEP is an oilfield service company that provides specialized and fully integrated coiled tubing and fracturing solutions. STEP’s corporate headquarters is located in Calgary, Alberta and STEP has coiled tubing and fracturing operations spanning across Western Canada, along with coiled tubing operations in Texas.
STEP Energy Services Ltd.
President & Chief Executive Officer
Photo courtesy of STEP Energy Services Ltd