CALGARY, ALBERTA--(Marketwired - Sept. 25, 2017) - Seven Generations Energy Ltd. (TSX:VII) has commenced a cash tender offer to purchase any and all of its 8.250% senior unsecured notes due 2020 (the "Notes"). As of September 22, 2017, US$700 million aggregate principal amount of the Notes was outstanding. The tender offer is being made pursuant to an offer to purchase (the "Offer to Purchase") and a related letter of transmittal, each dated September 25, 2017, and a notice of guaranteed delivery. The tender offer will expire at 5:00 p.m., New York City time, on September 29, 2017, unless extended. Tendered Notes may be withdrawn at any time before the expiry of the tender offer.
Holders of Notes that are validly tendered and accepted at or prior to the expiry of the tender offer, or who deliver to the tender and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such Notes, each in accordance with the instructions described in the Offer to Purchase, will receive total cash consideration of US$1,045 per US$1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the settlement date, which is expected to occur on October 2, 2017.
The tender offer is contingent upon, among other things, Seven Generations' successful completion of a proposed debt financing transaction, the proceeds of which will, together with Seven Generations' cash balances, be sufficient to fund the purchase of all outstanding Notes and to pay all fees and expenses associated with such financing and the tender offer. The tender offer is not conditional on any minimum amount of Notes being tendered. Seven Generations may amend, extend or terminate the tender offer, in its sole discretion. 7G currently intends to redeem any and all outstanding Notes that are not validly tendered and purchased by 7G in the tender offer and that remain outstanding.
The tender offer is being made pursuant to the terms and conditions contained in the Offer to Purchase, related letter of transmittal and notice of guaranteed delivery, copies of which may be obtained from D.F. King & Co., Inc., the information agent for the offer, by telephone at (800) 581-5607 (toll-free) or for banks and brokers, at (212) 269-5550 (Banks and Brokers only), at the following web address: www.dfking.com/vii or email firstname.lastname@example.org.
Persons with questions regarding the tender offer should contact the following dealer manager: Credit Suisse Securities (USA) LLC, by telephone at (800) 820-1653 (U.S. toll free) or (212) 538-2147 (call collect).
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Seven Generations Energy
Seven Generations is a low-supply-cost, high-growth Canadian energy developer generating long-life value from its liquids-rich Kakwa River Project, located about 100 kilometres south of its operations headquarters in Grande Prairie, Alberta. Seven Generations' corporate headquarters are in Calgary and its shares trade on the TSX under the symbol VII.
This news release contains certain forward-looking information and statements that involve various risks, uncertainties and other factors. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "should", "believe", "plans", and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: the consummation of the proposed transactions described above, including the proposed debt financing transaction, the terms and timing of the tender offer and the redemption of any Notes that are not tendered under the tender offer.
Readers are cautioned against unduly relying on forward-looking statements which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or results to differ materially from those expressed or implied. Risks and uncertainties that may affect these business outcomes include: risks related to the successful consummation of the tender offer; the risk of a downgrade in 7G's credit ratings and the potential impact on 7G's access to capital markets and other sources of liquidity; fluctuations in currency and interest rates; changes in or interpretation of laws or regulations; and other risks and uncertainties impacting 7G's business as are described in 7Gs Annual Information Form for the year ended December 31, 2016, dated March 7, 2017, which is available on SEDAR at www.sedar.com.
The forward-looking statements contained in this news release speak only as of the date hereof, and 7G does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
Seven Generations Energy Ltd. is referred to herein as "Seven Generations", "Seven Generations Energy" and "7G".