Allerød, Denmark (November 17, 2017) — Welltec International ApS (Welltec) has priced its offering of $340 million in aggregate principal amount of 9.500% senior secured notes due 2022 (New Notes) through one of its subsidiaries, Welltec A/S (Issuer). The offering is expected to close on November 28, 2017. Welltec intends to use the proceeds of the offering (i) to repay certain outstanding indebtedness, including to repurchase for cash any and all of the Issuer’s existing 8% Senior Secured Notes due 2019 (2019 Notes) through a tender offer (Tender Offer), and the satisfaction and discharge and ultimate redemption of all 2019 Notes not repurchased in the Tender Offer (if any) and (ii) to pay related fees and expenses.
The New Notes are being offered in a private placement transaction to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (Securities Act), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. No assurance can be given that the offering will be completed. The New Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Welltec develops and delivers technology and solutions for the oil and gas industry. Our solutions are dedicated to optimizing the management and development of clients’ assets, both in the form of well completion technology and intervention services required to ensure performance and integrity. We operate in all types of onshore and offshore well environments, including deepwater, subsea, extended reach, heavy oil and unconventional gas and oil wells.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any security, nor shall there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This announcement is being distributed in the United Kingdom only to, and is directed at (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (Order) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as relevant persons). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2003/71/EC (Prospectus Directive), as implemented in Member States of the European Economic Area, and, once fully effective, under Regulation (EU) 2017/1129 (Prospectus Regulation). The offer and sale of the notes will be made pursuant to an exemption under the Prospectus Directive and, once fully effective, under the Prospectus Regulation, from the requirement to produce a prospectus for offers of securities.
Neither the content of Welltec’s website nor any website accessible by hyperlinks on Welltec’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In addition to historical information, this news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. From time to time, we provide forward-looking statements in other materials we release to the public as well as oral forward-looking statements. We have tried, wherever possible, to identify such statements by using the words “believes,” “estimates,” “aims,” “targets,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “on-going,” “potential,” “product,” “projects,” “guidance,” “seeks,” “may,” “will,” “could,” “would,” “should” or, in each case, their negative, or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are based on potentially inaccurate assumptions and are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this news release, those results or developments may not be indicative of results or developments in subsequent periods.
All forward-looking statements contained in this news release are qualified in their entirety by this cautionary statement. We undertake no obligation to update any forward-looking statements. Forward-looking statements speak only as of the date they are or were made, and we do not intend to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this news release, currently unknown facts or conditions or the occurrence of unanticipated events, except as required by law.