THE WOODLANDS, Texas,
Nov. 5, 2015 /PRNewswire/
-- TETRA Technologies, Inc. (NYSE: TTI) announced today that
it has entered into a formal agreement with affiliates of GSO
Capital Partners LP ("GSO") that will provide TETRA with both
liquidity and an additional platform to continue its growth
initiatives. TETRA and GSO entered into a Note Purchase Agreement
relating to the issuance of $125
million of 11% Senior Notes maturing in seven years. The
Senior Notes will be sold to GSO in a private placement exempt from
the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). The closing and funding are
anticipated in the next two weeks, upon satisfaction of typical
closing conditions. TETRA will use proceeds from the financing to
repay $90 million in senior notes due
April 2016 and the balance to repay
other debt and transaction fees.
Simultaneously with the GSO agreement, the Company also entered
into a Second Amendment to the Note Purchase Agreement with Wells
Fargo Energy Capital, Inc. to extend the maturity date of the
Company's $50 million senior secured
notes from April 1, 2017 to
April 1, 2019 effective upon the
closing and funding of the GSO financing.
TETRA also announced today that it has commenced a cash tender
offer (the "Tender Offer") for up to $25,000,000 aggregate principal amount of its
outstanding 5.09% Senior Notes, Series 2010-A, due December 15, 2017 and 5.67% Senior Notes, Series
2010-B, due December 15, 2020
(collectively, the "Notes"). TETRA issued the Notes in September 2010, pursuant to a transaction exempt
from the registration requirements of the Securities Act, in an
aggregate principal amount of $90,000,000, all of which is outstanding as of
the date hereof. The Tender Offer is being made pursuant to
the Offer to Purchase, dated November 5,
2015 (the "Offer to Purchase") and a related Letter of
Transmittal (the "Letter of Transmittal").
The Tender Offer is scheduled to expire immediately after
11:59 p.m., Eastern Time, on
December 4, 2015, unless extended by the Company in its
sole discretion or the Company terminates the Tender Offer earlier
(the "Expiration Time"). The offered consideration for Notes of
either series to be purchased in the Tender Offer is an amount,
payable in cash, equal to $100,000
per $100,000 principal amount of
Notes validly tendered by registered holders of Notes prior to the
Expiration Time, and accepted for purchase by the Company pursuant
to the Tender Offer, plus accrued and unpaid interest on such Notes
up to, but not including, the date of payment for such Notes.
Acceptance of Notes may be subject to proration as described in the
Offer to Purchase. The date on which the Company accepts Notes
validly tendered for purchase pursuant to the Tender Offer is
referred to herein and in the Offer to Purchase as the
"Acceptance Date" and is expected to occur within one
business day after the Expiration Time.
Consummation of the Tender Offer is conditioned upon the
satisfaction of (i) a minimum tender condition, (ii) a financing
condition and (iii) certain general conditions, each as further
described in the Offer to Purchase. The Company reserves the right,
in its sole discretion, to waive any and all conditions of the
Tender Offer on or prior to the Acceptance Date and to terminate
the Tender Offer for any reason and at any time prior to the
Acceptance Date.
"I am extremely pleased to announce these agreements, which will
provide us with increased liquidity, extend the maturity date of
the Wells Fargo note, and leave us with approximately $50 million in other debt due prior to 2019.
TETRA's continued strong financial performance and deleveraging of
our balance sheet over the past four quarters enabled us to take
advantage of this opportunity. Based on our 2015 financial
results, we are very comfortable with our current balance sheet.
This transaction positions TETRA to be opportunistic in a
challenging market environment. GSO is a highly respected
institution and we look forward to working with them as we continue
to execute our strategy," said Stuart M.
Brightman, President and Chief Executive Officer of
TETRA.
Michael Zawadzki, Managing
Director of GSO, added, "We are delighted to partner with TETRA on
this transaction and to support the Company as it pursues future
growth initiatives. The Company's outperformance despite a
challenging end market backdrop is a testament to the strength of
TETRA's product and service offerings, customer relationships, and
execution capabilities."
About TETRA
TETRA is a geographically diversified oil and gas services
company, focused on completion fluids and associated products and
services, water management, frac flowback, production well testing,
offshore rig cooling, compression services and equipment, and
selected offshore services including well plugging and abandonment,
decommissioning, and diving. TETRA owns an equity interest,
including all of the general partner interest, in CSI Compressco LP
(NADAQ:CCLP), a master limited partnership.
About GSO
GSO Capital Partners LP is the global credit investment platform
of Blackstone. With approximately $81
billion of assets under management, GSO is one of the
largest alternative managers in the world focused on the
leveraged-finance, or non-investment grade related, marketplace.
GSO seeks to generate attractive risk-adjusted returns in its
business by investing in a broad array of strategies including
mezzanine debt, distressed investing, leveraged loans and other
special-situation strategies. Its funds are major providers of
credit for small and middle-market companies and they also advance
rescue financing to help distressed companies.
Forward Looking Statements
This press release includes certain statements that are deemed
to be forward-looking statements. Generally, the use of words such
as "may," "expect," "intend," "estimate," "projects," "anticipate,"
"believe," "assume," "could," "should," "plans," "targets" or
similar expressions that convey the uncertainty of future events,
activities, expectations or outcomes identify forward-looking
statements that the Company intends to be included within the safe
harbor protections provided by the federal securities laws. These
forward-looking statements include statements concerning expected
results of operational business segments for 2015, anticipated
benefits from CSI Compressco following the acquisition of CSI in
2014, including increases in cash distributions per unit,
projections concerning the Company's business activities, financial
guidance, estimated earnings, earnings per share, and statements
regarding the Company's beliefs, expectations, plans, goals, future
events and performance, and other statements that are not purely
historical. These forward-looking statements are based on certain
assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current
conditions, expected future developments and other factors it
believes are appropriate in the circumstances. Such statements are
subject to a number of risks and uncertainties, many of which are
beyond the control of the Company, including the ability of CSI
Compressco to successfully integrate the operations of CSI and
recognize the anticipated benefits of the acquisition. Investors
are cautioned that any such statements are not guarantees of future
performances or results and that actual results or developments may
differ materially from those projected in the forward-looking
statements. Some of the factors that could affect actual results
are described in the section titled "Risk Factors" contained in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2014, as well as other
risks identified from time to time in its reports on Form 10-Q and
Form 8-K filed with the Securities and Exchange Commission.
Logo - http://photos.prnewswire.com/prnh/20100917/TTLOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/tetra-technologies-inc-announces-125-million-in-unsecured-notes-private-placement-with-affiliates-of-gso-capital-partners-lp-to-refinance-debt-and-a-cash-tender-offer-for-up-to-25-million-of-its-509-senior-notes-series-2010-300173901.html
SOURCE TETRA Technologies, Inc.