Tuscany Announces Completion Of Caroil Acquisition
posted on
Sep 17, 2011 07:15PM
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Press release from Marketwire
Friday, September 16, 2011
CALGARY, ALBERTA--(Marketwire - Sept. 16, 2011) -
Tuscany International Drilling Inc. ("Tuscany") (TSX:TID) is pleased to announce that it has closed the acquisition of all of the issued and outstanding shares of Caroil SAS, a drilling and work-over subsidiary of Établissements Maurel & Prom ("M&P"). Tuscany acquired Caroil in exchange for US$120 million in cash and the issuance of 81,500,000 common shares of Tuscany and 27,500,000 zero cost, non-transferable, non-voting common share purchase warrants of Tuscany.
Messrs. Michel Perret and Paul-André Canel have joined the board of directors of Tuscany as the board appointees of M&P pursuant to the terms of the shareholder rights agreement entered into at closing.
"Tuscany is very pleased with the Caroil transaction, which offers substantial growth and key management that will enhance the company's future" stated Walter Dawson, Tuscany's Executive Chairman. "Our efforts over the coming months will be focused on integrating this acquisition and continuing to improve operational efficiency company-wide," added Reg Greenslade, President and CEO of Tuscany.
New Credit Facility
The cash portion of the purchase price of the Caroil acquisition was funded pursuant to an amended and restated credit facility entered into at closing with Credit Suisse and certain other lenders, providing for a US$220 million senior secured guaranteed term loan and revolving credit facility, of which US$195,000,000 was drawn under the term loan at closing. The new term loan refinances Tuscany's prior term loan facility, matures on September 15, 2016 with quarterly principal repayments commencing on March 15, 2013 and accrues interest at a rate of 3-month LIBOR plus 6.5%, payable quarterly. The facility is guaranteed by subsidiaries of Tuscany and secured by an amended and restated security agreement granting a continuing first priority security interest in all of Tuscany's, Tuscany South America Ltd.'s and such subsidiaries' right, title and interest in, to and under any and all of their present and after acquired personal property, including all equity interests in their respective subsidiaries, subject to limited exclusions.
Financial Advisor
Jennings Capital Inc. acted as Tuscany's sole financial advisor in regards to the acquisition.