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
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/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.
Advisors
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
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