CALGARY , April 24, 2018 /CNW/ – Connacher Oil and Gas Bound (“Connacher” or the “Company”) announces its banking and operating after-effects for the quarter- and year-ended December 31, 2017 (all amounts are in Canadian dollars unless contrarily noted).
Q4 2017 and Year-End 2017 Highlights
2017 Banking Highlights
Revenue, net of royalties
Adapted EBITDA (2)
Net balance (loss)
Basic per allotment
Diluted per allotment
Funds breeze (used) (3)
Banknote on duke (4)
Alive basic absence
($ 000) except per allotment amounts
Adapted EBITDA is a non-GAAP admeasurement and is authentic in the “Advisory Section” of the 2017 MD&A and is accommodated to net balance (loss) beneath “Reconciliations of Net Balance (Loss) to EBITDA, Adapted EBITDA, and Bitumen Netback”
Funds breeze (used) is a non-GAAP admeasurement and is authentic in the “Advisory Section” of the 2017 MD&A and is accommodated to banknote breeze from operating activities beneath “Reconciliations of Banknote Breeze From (Used in) Operating Activities to Funds Breeze (Used)”
Antithesis includes belted banknote of $7.1 million, pursuant to the acceding of the Antecedent Adjustment accepted in the Company’s CCAA proceeding afore the Court of Queen’s Bench of Alberta, Judicial Centre of Calgary
2017 Operational Highlights
Boilerplate criterion prices
Heavy oil cogwheel (US$/bbl)
$/US$ barter bulk
Assembly and sales volumes (1)
Daily bitumen assembly (bbl/d)
Daily bitumen sales (bbl/d)
Bitumen netback ($/bbl) (2)(3)
Aggregate of articles awash
Accomplished bitumen sales bulk
Busline and administration costs
Net accomplished bitumen sales bulk
Net bitumen acquirement bulk
Assembly and operating costs
The Company’s bitumen sales and assembly volumes alter due to changes in account and artefact losses
A non-GAAP admeasurement which is authentic in the “Advisory Section” of the 2017 MD&A. Bitumen netback is accommodated to net accident beneath “Reconciliations of Net Balance (Loss) to EBITDA, Adapted EBITDA, and Bitumen Netback”. Bitumen netbacks per amounts are affected by adding the absolute amounts presented in the “Bitumen Netback” table on folio 10 by bitumen awash volumes as presented in the “Production and Sales Volumes” table on folio 9, with the barring of dilbit sales (presented as dilbit sales disconnected by dilbit sales volume) and diluent costs (presented as the bulk of diluent in balance of the dilbit diplomacy price)
Afore accident administration adjustment assets or losses
Companies’ Creditors Adjustment Act (“CCAA”) Announcement and Status
On March 31, 2016 , the Aggregation entered into a abstinence acceding (the “Forbearance Agreement”) with Acclaim Suisse AG, Cayman Islands Branch, as authoritative agent, and assertive lenders basic the “Required Lenders” in account of US$153.8 actor of loans fabricated by the lenders (the “Lenders”) beneath the acclaim acceding anachronous as of May 23, 2014 (as amended, restated, supplemented, or contrarily adapted from time to time, including as adapted pursuant to Amendment No. 1 anachronous May 8, 2015 ) (the “Amended Term Loan Facility”). Beneath the acceding of the Abstinence Agreement, the Lenders agreed to, amid added things, abstain from appliance administration rights and remedies arising from the Company’s abortion to pay the banknote absorption and arch payments due on March 31, 2016 until the beforehand of April 30, 2016 ; the accident of an accident of absence beneath the Adapted Term Loan Facility, different to the abortion to pay arch and absorption due on March 31, 2016 ; or the accident of a absence or aperture of representation by the Aggregation beneath the Abstinence Agreement.
On April 30, 2016 , the Aggregation entered into a added abstinence acceding (the “Second Abstinence Agreement”) which continued the abstinence aeon until May 16, 2016 .
On May 17, 2016 , the Aggregation accustomed and acquired creditor aegis beneath the Companies’ Creditors Adjustment Act (“CCAA”) pursuant to an adjustment (the “Initial Order”) accepted by the Court of Queen’s Bench of Alberta , Judicial Centre of Calgary (the “Court”). The Court accepted CCAA break aegis for an antecedent aeon expiring on June 16, 2016 . Since the Antecedent Order, seven Court-ordered break extensions accept been obtained, with the best contempo extending the break of diplomacy until and including June 29, 2018 (the “CCAA Break Period”).
Under the Antecedent Order, Ernst & Young Inc. was appointed by the Court as the adviser (the “Monitor”).
The CCAA is a federal defalcation statute that allows an bankrupt aggregation which owes creditors in balance of $5 actor to restructure its business and banking diplomacy and stays creditors and others from administration rights adjoin the bankrupt company.
The Antecedent Adjustment additionally accustomed and accustomed the Aggregation and the Adviser to conduct a auction and advance address action (the “SISP”), as set out in Schedule “A” to the Antecedent Order, to analyze one or added purchasers and/or investors in the Company’s business and/or property.
As accustomed and accustomed by the Antecedent Order, the Aggregation anchored acting costs in the anatomy of a chief anchored debtor-in-possession acclaim adeptness (the “DIP”) from assertive absolute lenders (certain of which are additionally cogent shareholders of the Company) (the “Interim Lenders”) for up to US$20 actor (collectively, the “Total DIP Commitments”), with antecedent commitments of up to US$11.5 actor (the “Initial Commitments”). At December 31, 2017 , the Aggregation had fatigued about US$16.5 actor of the DIP.
On October 26, 2016 , the Aggregation entered into a Waiver, Approval, and Modification Acceding (the “First DIP Amendment Agreement”) with its Acting Lenders accompanying to the DIP. Pursuant to the Aboriginal DIP Amendment Agreement, the Acting Lenders agreed to abandon assertive bound defaults beneath the DIP accompanying to the CCAA SISP timelines and avant-garde to the Aggregation an added bulk of about US$5.0 actor of the Absolute DIP Commitments initially accustomed by the Court to abutment the Company’s continuing operations.
On December 16, 2016 , the Aggregation entered into a added Approval and Modification Acceding (the “Second DIP Amendment Agreement”) with the Acting Lenders accompanying to the DIP. The Added DIP Amendment Acceding continued the adeptness date beneath the DIP from May 17, 2017 to December 31, 2017 and adapted assertive accoutrement of the DIP in adjustment to accommodate the Aggregation with greater adaptability to access into ambiguity agreements and added abiding contracts.
On June 27, 2017 , the Aggregation entered into Approval and Modification Acceding #3 (the “Third DIP Amendment Agreement”) with the Acting Lenders with account to the DIP. The Third DIP Amendment Acceding continued the adeptness date of the DIP from December 31, 2017 to January 31, 2018 .
On January 30, 2018 , the Aggregation accustomed approval from the Court in its proceeding beneath the CCAA to admission a adeptness to Burgess Energy Holdings, L.L.C (“Burgess”) on all of the acreage (the “Royalty Lands”) absolute bitumen calm with the oil bank rights and interests endemic by the Aggregation (the “Royalty”) for banknote consideration. Concurrent with the closing of the Adeptness transaction, the Aggregation acclimated a allocation of the application to repay, in full, its US$16.5 actor DIP accustomed pursuant to a acclaim adjustment anachronous as of May 15, 2016 . Furthermore, the Aggregation acquired an addendum of the CCAA break of proceeding to June 29, 2018 .
On March 28, 2018 , the Court accustomed the Company’s access into a Abutment Acceding (the “Support Agreement”) with assertive aboriginal affirmation lenders captivation in balance of 75% of the arch bulk of debt outstanding beneath the Adapted Term Loan Adeptness and admission of a new SISP. The Abutment Acceding provides the foundation for the Company’s avenue from CCAA aegis by accepting majority aboriginal affirmation lender abutment for the admission of a new SISP and the accomplishing of either a (i) “Superior Transaction” articular during the SISP (being a transaction that provides greater than $90 actor of banknote consideration, excluding absolute banknote on hand, additional acquittal of all antecedence claims and acceptance of assertive liabilities), or (ii) pre-negotiated acclaim bid transaction pursuant to which a anew formed article on account of the aboriginal affirmation lenders (“Newco”) will access the assets of the Aggregation (the “Credit Bid Transaction”) in the accident a Superior Transaction is not identified.
The Abutment Acceding additionally contains a cardinal of banking and non-financial covenants and restrictions on the Company.
The key appearance of the Acclaim Bid Transaction accommodate (i) accumulation of Newco to access all or essentially all of the Company’s assets (ii) acceptance by Newco of the Company’s post-CCAA filing barter payables; (iii) offers of application actuality fabricated by Newco to all of the Company’s employees; (iv) access by Newco into a new chief anchored adeptness (the “Newco Chief Anchored Facility”); and (v) administration of the shares of Newco and the obligation beneath the Newco Chief Anchored Adeptness to the absolute aboriginal affirmation lenders on the acceding set out in the Abutment Acceding and accompanying exhibits. The Acclaim Bid Transaction, if implemented, would not accommodate a accretion to stakeholders above the absolute aboriginal affirmation lenders and creditors with claims that rank in antecedence to the aboriginal affirmation lenders.
Further advice on the new SISP and the Acclaim Bid Transaction can be begin on the CCAA Monitor’s website at www.ey.com/ca/connacheroilandgas.
The Acclaim Bid Transaction or any Superior Transaction articular pursuant to the SISP will be accountable to approval of the Court.
As at December 31, 2017 , in affiliation with the CCAA proceeding, the Aggregation articular the afterward obligations accountable to abeyant compromise:
(Canadian dollars in thousands)
Accepted and abiding portions of Adapted Term Loan Adeptness
Absorption payable on Adapted Term Loan Adeptness
Absorption payable on Convertible Notes
Barter and accrued liabilities
Absolute liabilities accountable to accommodation
The above obligations, accountable to abeyant compromise, represent the amounts accepted to be bound through the CCAA proceeding and abide accountable to future, potentially material, adjustments. On August 24, 2016 , the Court accepted a claims action adjustment establishing a action for the filing of claims adjoin the Aggregation and its admiral and admiral by September 26, 2016 (the “Claims Bar Date”). The Aggregation accustomed 89 claims by the Claims Bar Date.
The liabilities that are not accountable to the CCAA proceeding are afar from the liabilities accountable to abeyant accommodation and accommodate assertive non-restructuring liabilities incurred consecutive to May 17, 2016 .
Connacher is a Calgary -based in situ oil bank developer, producer, and banker of bitumen. The Aggregation holds a 100 per cent absorption in about 465 actor barrels of accepted and apparent bitumen affluence and operates two steam-assisted force arising accessories amid on the Company’s Great Divide oil bank leases a Fort McMurray, Alberta .
Forward Attractive Information
This columnist absolution contains advanced attractive advice including, but not bound to the accomplishing and cachet of the CCAA proceeding, the SISP, and Abutment Agreement, the Company’s adeptness to administer its clamminess position and arrange the basic appropriate to advance absolute assets and assembly bases, armamentarium aliment capital, armamentarium alive basic requirements and accommodated acknowledged and added commitments; expectations apropos approaching article prices, adopted barter rates, diluent alloy ratio, busline costs, abuse costs, abuse usage, and assembly and operating costs in approaching periods; expectations apropos sales and production, bitumen netback, accepted and authoritative expenses, and basic expenditures in approaching periods; the Company’s reserves; and accepted operational and banking achievement in approaching periods.
Forward attractive advice is based on management’s expectations apropos the Company’s approaching banking position; the Company’s approaching growth, after-effects of operations and production, approaching article prices and adopted barter rates; approaching basic and added expenditures (including the amount, nature, and sources of allotment thereof), diplomacy for and after-effects of conduct activity; ecology matters; business diplomacy and opportunities; and approaching bread-and-er conditions. Advanced attractive advice involves cogent accepted and alien risks and uncertainties, which could account absolute after-effects to alter materially from those anticipated. These risks include, but are not bound to: the accident that the new SISP action may not aftereffect in a Superior Transaction, the accident that the CCAA Break Aeon will not be continued accomplished June 29, 2018 and that as a result, creditors will be advantaged to exercise their assorted rights and remedies adjoin the Company, the akin of acknowledgment of the Company, the accomplishing and appulse of any about-face or restructuring on the assets, business and banking diplomacy of the Company, approaching co-operation of the creditors of the Company, the Company’s adeptness to accomplish acceptable banknote breeze from operations or to access able costs to armamentarium basic expenditures and alive basic needs and to advance the Company’s advancing obligations during the CCAA action and thereafter, the adeptness to advance relationships with suppliers, customers, employees, shareholders and added third parties in ablaze of the Company’s accepted clamminess bearings and the CCAA proceeding, as able-bodied as the risks associated with the oil and gas industry (e.g., operational risks in development, analysis and production; delays or changes in diplomacy with account to analysis or development projects or basic expenditures; the ambiguity of assets and adeptness estimates; the ambiguity of geological interpretations; the ambiguity of estimates and projections apropos to production, costs and expenses; and health, affirmation and ecology risks), accident of article bulk and adopted barter bulk fluctuations, risks associated with the appulse of accepted bread-and-er conditions, risks and uncertainties associated with advancement the all-important authoritative approvals and accepting the costs to abide operations and access assembly to levels ahead achieved.
Reported boilerplate assembly levels may not be cogitating of acceptable assembly ante and approaching assembly ante may alter materially from the assembly ante reflected in this columnist absolution due to, amid added factors, difficulties or interruptions encountered during the assembly of bitumen.
Although Connacher believes that the expectations in such advanced attractive advice are reasonable, there can be no affirmation that such expectations shall prove to be correct. Any advanced attractive advice included in this columnist absolution is especially able in its absoluteness by this cautionary statement. Any advanced attractive advice included herein is fabricated as of the date of this columnist absolution and Connacher assumes no obligation to amend or alter any advanced attractive advice to reflect new contest or circumstances, except as appropriate by law.
SOURCE Connacher Oil and Gas Limited
View aboriginal content: http://www.newswire.ca/en/releases/archive/April2018/24/c7194.html
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