Friday, 29 June 2007

Why I've Been Busy This Year

The below project contributed significantly to "work more, bike less." Big project, interesting, and it's now out in the public realm! Suffice to say, there's 3 guys on the team on this project at FirstEnergy who were pretty tired/stressed for the last few years. If you're not financial service industry familiar, I'll skip the gory details, but let's just say that this amounts to a lot of work.

-- CCS Income Trust to be acquired by CEO-led investor group for approximately $3.5 billion - CCS securityholders to receive $46.00 per unit
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/CALGARY, June 29 /CNW/ - CCS Income Trust (TSX: CCR.UN) ("CCS" or the "Trust") is pleased to announce that it has entered a definitive agreement for a going private transaction with an investor group led by Mr. David Werklund, the Founder, President and Chief Executive Officer of CCS, and which includes CAI Capital Partners, Goldman Sachs Capital Partners, Kelso & Company, Vestar Capital Partners, British Columbia Investment Management Corporation and O.S.S. Capital Management L.P.

Through a series of transactions, a company controlled by the investor group will acquire all the assets of CCS and each securityholder of CCS will receive $46.00 per trust unit or the equivalent amount per exchangeable share based on the applicable exchange ratio (other than Mr. Werklund, who has agreed to accept $45.50 for each trust unit sold by him). Non-resident unitholders of the Trust may elect to have their trust units directly acquired for cash by the acquisition vehicle.

The consideration to be received by CCS securityholders represents a 21.4% premium to the June 28, 2007 closing price of the trust units on the Toronto Stock Exchange. The transaction has been approved unanimously by the board of directors of CCS (with interested and non-independent directors abstaining) following receipt of the unanimous recommendation of an Independent Committee of directors of CCS Inc. "This transaction provides significant value and liquidity to our unitholders, as well as continuity and opportunity for all of our employees,"
said Mr. Werklund. "CCS will continue to be a people-first organization with a sharp focus on customer service, performance excellence and innovative thinking."

The Independent Committee was advised jointly by Raymond James Ltd., as an independent financial advisor, and FirstEnergy Capital Corp., as an independent financial advisor and which, in addition, was engaged to provide a formal valuation of the trust units and exchangeable shares. The Independent Committee has received verbal fairness opinions from each of Raymond James Ltd. and FirstEnergy Capital Corp. that the consideration which the holders of trust units and exchangeable shares will receive under the transaction is fair, from a financial point of view, to such holders (other than Mr. Werklund and any other "related parties", "interested parties" and "joint actors"). Copies of the Raymond James Ltd. and the FirstEnergy Capital Corp. fairness opinions and FirstEnergy Capital Corp. formal valuation, factors considered by the Independent Committee and the CCS Board and other relevant background information will be included in the management information circular that will be mailed to CCS unitholders and exchangeable shareholders for a special meeting of unitholders and exchangeable shareholders (anticipated to be held in early September 2007) to approve the proposed transaction.

To be implemented, the proposed transaction will require approval by two-thirds of the votes of the holders of trust units and exchangeable shares (voting through special voting rights), and two-thirds of the votes of the holders of exchangeable shares of CCS Inc. Mr. Werklund, Mr. Gordon Vivian and O.S.S. Capital Management L.P. have agreed to vote all of their exchangeable shares and trust units (as applicable) representing in aggregate 95.14% and 12.40%, respectively, of the issued and outstanding exchangeable shares and trust units to approve the proposed transaction. The transaction will also require approval by a simple majority of votes cast by holders of trust units and exchangeable shares (voting together with the trust units), other than Mr. Werklund, Mr. Vivian and any other "related parties", "interested parties" and "joint actors". The transaction is subject to certain required regulatory approvals in both Canada and the United States and satisfaction of other customary closing conditions. The Trust has agreed not to initiate any inquiries or proposals from any third party regarding an acquisition proposal involving the Trust but has retained the ability to facilitate a competing proposal not initiated by it which the board of directors believes may lead to a superior proposal. The agreement contains a mutual break fee of 2% of the total equity value of the proposed transaction which is payable under certain circumstances if the proposed transaction is not completed.

CCS unitholders will continue to receive distributions for all months ending prior to the month in which closing of the transaction occurs and a pro rata share of the distribution for the month in which closing of the transaction occurs.

Mr. Werklund will be President and Chief Executive Officer and will remain involved in all aspects of the business and operations of the going forward company. Mr. Werklund will contribute, directly or indirectly, approximately 60% of his entire equity interest in the Trust and CCS Inc. for securities of the acquisition vehicle and will sell the remaining 40% of his equity interest in the Trust pursuant to the transaction. This reinvestment has a value of approximately $500 million based on the current transaction price. Following completion of the transaction, Mr. Werklund will be the single largest shareholder of the acquisition vehicle which will continue to carry on business under the name "CCS Inc." and be majority owned by Canadian residents. Mr. Gordon Vivian, an officer of CCS Inc., will also contribute approximately 70% of his equity interest in the Trust and CCS Inc. for securities of the acquisition vehicle and will sell the remaining 30% of his equity investment in the Trust pursuant to the transaction. It is anticipated that the transaction, if approved by the CCS securityholders, will be completed in the fourth quarter of 2007.

Mr. Naveen Dargan, a current director of CCS (who recused himself from the Independent Committee and from voting on the transaction) is acting as financial advisor to Mr. Werklund. Mr. Dargan has also agreed to serve as a director of the newly formed company.

Goldman Sachs is acting as financial advisor to the investor group (other than Mr. Werklund). Burnet, Duckworth & Palmer LLP is acting as legal counsel to Messrs. Werklund and Dargan and Felesky Flynn LLP is acting as tax counsel to Mr. Werklund. Stikeman Elliott LLP and Debevoise & Plimpton LLP are acting as legal counsel to the other members of the investor group.

Raymond James Ltd. and FirstEnergy Capital Corp. are acting as independent financial advisors to the Independent Committee. Macleod Dixon LLP and Paul, Weiss, Rifkind, Wharton and Garrison LLP are acting as independent legal counsel to the Independent Committee.

About CCS Income Trust
CCS Income Trust is a recognized industry leader providing integrated and environmentally responsible services to upstream and downstream oil and gas companies in Canada and the U.S. Headquartered in Calgary, Alberta, CCS has almost 3,000 employees and provides a diverse number of services across four divisions. CCS Midstream Services provides oilfield waste treatment, recovery and disposal through a network of facilities across western Canada and in the United States. CCS Energy Marketing provides crude oil and condensate marketing services. HAZCO Environmental Services offers integrated remediation, waste management and decommissioning solutions including the operation of engineered landfills throughout Canada. Concord Well Servicing manages well completions, workovers and abandonments with a fleet of 140 rigs. Additional integrated services include NORM management, regulatory compliance expertise, inactive well management, well and pipeline abandonments, oilfield equipment rental, metals recycling and geotechnical and environmental drilling.

Forward-looking statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to take the Trust private, including statements regarding the terms and conditions of the proposed transaction, and receipt of distributions of the Trust. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with a transaction, that the ultimate terms of the transaction will differ from those that currently are contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. We undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of the Trust, its financial or operating results or its securities.

%SEDAR: 00017961E
For further information: Investors: David Werklund, President and Chief Executive Officer, CCS Income Trust, Phone: (403) 233-7565; Marshall McRae, Chief Financial Officer, CCS Income Trust, Phone: (403) 231-1103; Media:
Shauna Lowry, Corporate Communications Manager, Phone: (403) 231-1127; David Ryan, Longview Communications, Phone: (604) 562-5895

Sunday, 24 June 2007

Deadgoat Suffer Solstice race on Sulphur Springs

Felt great to be out. Last year I didn't race, and instead photograped the event.

1. The trails are in great shape, the recent trail improvements have done wonders.
2. Temperature was great - especially for Alberta. Not baking, not snowing, not raining, no hail. Just nice.
3. Course was done well in terms of marking and the lap arrangements.

I survived, again considering how little I've been riding lately, think I got 6th or 7th or something. I could have done without having someone wheelsuck me across the flats to the finish into the headwind. Last time I had a close finish like that, I won the little battle, and regardless there was no wheelsucking going on, it was just sprint for the finish.

Lack of riding is wearing on me... to have a BikingBakke the Bakke has to be doing at least some Biking. Racing every other weekend and not riding in between isn't really a recipe for success. I actually won a mountain bike last year in this category, now I'm suffering to hold top 10. Each passing week I weigh more and have less fitness... sort of the opposite of what's desireable.

I haven't really talked to Tori today, but I hope she had fun.

Tuesday, 12 June 2007

Obituary - Wendell Carroll

Wendell Carroll is a friend of Tori's family. I had only a met him briefly, in the context of an annual Christmas party that was well attended by hoardes of family and friends. He's one of those guys who people seem to say good things about.

Can't be fun to retire and shortly thereafter be diagnosed with cancer. Although writing your own obituary seems like a rather good use of time.

Down for the Count

I started feeling quite a bit worse during the day yesterday, seems that enough open skin will expose you to infection... duhh. The part that doesn't show up like anything on the picture above (mid shin) is all bright pink and infected, the part down by my ankle bone is all swollen and pink. The deepest cut on my knee seems to be healing best, and the part on my hip is mostly not a problem as it seems like the impact ripped the nerves, so I thankfully have no feeling in that area. After speaking with David La Rocque, a coworker/buddy, who cut his leg up in Fernie last year, did the self treatment, then carried around an IV drip antibiotic for a few weeks to stave off a nasty infection, I figured I'd better err on the side of precaution. The fact that my throat was sore and my glands were swollen was the other obvious hint.

After 2.5 hours at the walk in clinic yesterday, I was up for my "treatment". The funny old doctor (Irish sounding), prescribed two things. First, a nurse would do the proper bandaging and cleaning. This was carried out by a nurse who lived next door to Terry Hook, who was my neigbour growing up in Hawkwood, and who did TransRockies last year too. Small world. Then to really "fix me up", he prescribed some sort of horsepill sized antibiotic.

After the long wait, I stopped by the drug store, then headed by mom and dad's for some dinner... as I was warned more than twice that taking the antibiotics on an empty stomach isn't pleasant. I was already feeling a bit tired, and went home to sleep.

The pills apparently incited warfare within, as I'm really tired and still don't feel too hot. Slept for 15 hours straight, other than a brief period where I attempted to get ready for work, but ended up just emailing in for my second sick day since starting in 2000. Funny thing is, I'm still tired. Thought about going for a walk this afternoon, but moving my leg just moves the skin around. Probably sitting on the patio will be the plan!

Monday, 11 June 2007

Legs owee

Well, looks like I found the cornering limits of my "Nobby Nic" tires this weekend in Fernie... little bit of dirt and gravel in the left leg. Actually didn't feel too bad and cleaned up fairly well, enough so that I felt spunky riding on Sunday at Sulphur Springs. But waking up to swollen glands everywhere and a generally infectious feeling has me sitting at the clinic for a little TLC. We'll see!

On the brighter side, that just capped off 6 days of riding in a row, with varying volumes and intensities, but overall it should help me get back to an expected level of fitness if I can rest up now for a few days.

Pigeon Lake Road Race

I don't know if my carpooling mates could tell on the drive up, but I had serious concerns of being left completely in the dust on this one. A one hour crit, or even a 1.75 hour mountain bike race can lend itself to "winging it", but a 140k road race, my first in Cat 2, didn't leave me feeling like that was a sensible option.

It was a sane race, and I managed to hang in. Other than a wheel that's a little worse for the experience, everything held up, my legs included. I contributed two 7.5 minute pulls when the pace slowed, but they weren't particularly aggressive pulls. At the end of the day, I had legs left for a 50th percentile finish. Fine by me, all things considered.

Had a nice little community hall picnic after, the grannies up there do such a heartfelt job with their volunteer roles.

Deadgoats did well and/or seemed to have plenty of fun in their respective categories. Dallas won Cat 3, Mical won the womens, Devin finished 5 spots ahead of me even after "wasting" energy chasing down some breaks. Chris McNeil had an impressive race to finish 2nd on a 40k break that caught the lead breakaway group.

Devon Dust Up

For someone who hadn't been riding for weeks in any sort of meaningful amount, the race didn't go all that bad. Having said that, the Friday night spin after work for an hour tired me out. Easy 1 hour spins aren't supposed to tire out trained bodies, hence I must be pretty untrained. Going out for the Saturday "pre ride spin" with Geoff and Mckee didn't help, it was 95k of pretty solid tempo, despite my continual willingness to drop off the back to keep the pace under (my) threshold a bit.

The Devon course was quite nice, there's always something "less than fun" but overall I quite liked it. Funny enough, despite being under trained and under rested, I hole shotted as I was clipped in right off the start. Fun!

Everything went fine for the first three laps, and I was thinking the chance of making it to the finish before my legs imploded was a pretty decent chance for a while, but that turned out not to be the case. Hit the wall part way through lap 4 and slowed down, legs were feeling crampy. Crashed on the final downhill, removed a little skin, and hobbled to end. The last incline was a hike a bike for me, and my cramping legs made it a Frankenstein like affair. Nearly toppled over.

Felt burnt out after - 3 days of riding was more than I'd done in quite some time.