PRESS RELEASES 12/5/2013 7:56:09 AM | Marketwired News

Aveda Transportation and Energy Services Announces $23 Million Bought Deal Private Placement

2013-12-05T12:56:09+00:00

CALGARY, ALBERTA--(Marketwired - Dec. 5, 2013) -

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Aveda Transportation and Energy Services Inc. ("Aveda" or the "Company") (TSX VENTURE:AVE), a leading provider of oilfield hauling services and equipment rentals to the energy industry, is pleased to announce that it has entered into a $23.0 million bought deal private placement financing with a syndicate of underwriters co-led by Cormark Securities Inc. ("Cormark") and Beacon Securities Inc. ("Beacon") (collectively, the "Underwriters"). The Underwriters have agreed to purchase on a private placement, bought deal basis 6,400,000 subscription receipts ("Subscription Receipts") of the Company at a price of $3.60 per Subscription Receipt (the "Offering").

Each Subscription Receipt will automatically convert into one common share of the Company (a "Common Share") without payment of additional consideration upon the completion of an acquisition (the "Acquisition") of a rig moving, hotshot and rentals business which is located in an active oilfield basin in the United States (the "Target"). The Company has entered into a letter of intent ("Letter of Intent") in respect of the Acquisition which sets out the proposed terms under which the Company intends to acquire the assets of the Target at 3.18 times 2013 normalized earnings before interest, taxes, depreciation and amortization ("EBITDA"). Under the terms of the Letter of Intent, additional consideration in the form of an earnout is payable in respect of the Acquisition based on EBITDA generated by the acquired business post-Acquisition. The Company anticipates the initial payment for the transaction to be between US$38.0 million and US$45.0 million and earnout consideration to be approximately US$9.0 million. US$5.0 million of the initial consideration is anticipated to be paid through the issuance of Common Shares. The Company intends to finance the remaining portion of the purchase price for the Acquisition through the Offering and additional borrowing on its credit facility.

The net proceeds from the Offering will be deposited in escrow pending completion of the Acquisition. If the escrow release conditions are not satisfied on or prior to the date that is 30 days following closing, the proceeds will be returned to the subscribers. Upon completion of the Offering, the Company intends to use the net proceeds of the Offering for the Acquisition and general corporate purposes.

In connection with the Offering, Aveda has agreed to pay the Underwriters a commission of up to 6% of the gross proceeds from the Offering.

The Subscription Receipts will be offered by way of private placement in all of the Provinces of Canada. The Underwriters will also be entitled to offer the Subscription Receipts for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.

The Offering is expected to close on or about December 20, 2013. Closing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

Pursuant to applicable securities laws, all securities issued pursuant to the Offering will be subject to a statutory hold period expiring on date that is four months and a date from the day of closing of the Offering.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

About Aveda Transportation and Energy Services

Aveda provides specialized transportation services and equipment required for the exploration, development and production of petroleum resources in the Western Canadian Sedimentary Basin and in the United States of America principally in and around the states of Texas and Pennsylvania. Transportation services include both the equipment necessary to move the load as well as a trained, professional driver capable of securing, moving and manipulating the load at its origin and destination. Aveda's rental operations include the rental of tanks, mats, pickers, light towers and other equipment necessary for oilfield operations.

Aveda was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006 the Company went public on the TSX Venture Exchange. Aveda has major operations in Calgary, AB, Slave Lake, AB, Leduc, AB, Sylvan Lake, AB, Edson, AB, Mineral Wells, TX, Pleasanton, TX, Midland, TX, Williamsport, PA and Buckhannon, WV. Aveda is publicly traded on the TSX Venture Exchange under the symbol AVE. For more information on Aveda please visit www.avedaenergy.com.

This News Release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes. In particular, this News Release contains forward-looking statements relating to: demand for the Company's services and general industry activity level; the Company's growth opportunities; and expectation to maintain revenue and equipment utilization. Aveda believes the expectations reflected in such forward-looking statements are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.

Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors and assumptions are based on information currently available to Aveda, including information obtained from third party industry analysts and other third party sources. In some instances, material assumptions and material factors are presented elsewhere in this News Release in connection with the forward-looking statements. Readers are cautioned that the following list of material factors and assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to:

  • the entering into of a definitive asset purchase agreement in respect of the Acquisition;
  • the completion of the Offering and the Acquisition;
  • the conversion of the Subscription Receipts into Common Shares;
  • the approval of the TSX Venture Exchange;
  • the performance of Aveda's businesses, including the Acquisition, current business and economic trends;
  • oil and natural gas commodity prices and production levels;
  • capital expenditure programs and other expenditures by Aveda and its customers:
  • the ability of Aveda to retain and hire qualified personnel;
  • the ability of Aveda to obtain parts, consumables, equipment, technology, and supplies in a timely manner to carry out its activities;
  • the ability of Aveda to maintain good working relationships with key suppliers;
  • the ability of Aveda to market its services successfully to existing and new customers;
  • the ability of Aveda to obtain timely financing on acceptable terms;
  • currency exchange and interest rates;
  • risks associated with foreign operations;
  • changes under governmental regulatory regimes and tax, environmental and other laws in Canada and the United States; and
  • a stable competitive environment.

Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Aveda's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks identified in Aveda's annual information form and management discussion and analysis for the year ended December 31, 2012 (the "MD&A"). Any forward-looking statements are made as of the date hereof and, except as required by law, Aveda assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.

This News Release contains the term EBITDA (normalized earnings before interest, taxes, depreciation and amortization). EBITDA as presented does not have any standardized meaning prescribed by international financial reporting standards ("IFRS") and therefore may not be comparable with the calculation of similar measures for other entities. Management uses EBITDA to analyze the operating performance of businesses. EBITDA as presented is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Aveda Transportation and Energy Services Inc.

Bharat Mahajan, CA

Vice President, Finance and Chief Financial Officer

(403) 264-5769

bharat.mahajan@avedaenergy.com

www.avedaenergy.com