- The Recapitalization Proposal significantly strengthens
Arcan's balance sheet by eliminating approximately $171.25 million of debt and reducing its annual
interest obligations by approximately $10.9
million
- Revitalizes Arcan for the benefit of all stakeholders, frees
management to focus on continuing its operational success and
further exploit growth opportunities within its existing asset
base
- Stornoway is pleased to
have played constructive role in developing Recapitalization
Proposal
TORONTO,
Dec. 22, 2014 /CNW/ - Stornoway
Portfolio Management Inc. ("Stornoway") announced today that it
supports Arcan Resources Ltd. ("Arcan")(ARN: TSX-V) proposed
transaction (the "Recapitalization Proposal") in which $171.25 million of Arcan's Convertible Debentures
(the "Debentures") would be exchanged for equity of the
company.
The Ravensource Fund ("Ravensource") and The
Stornoway Recovery Fund LP ("SRFLP"), both managed by Stornoway, have significant investments in
Arcan's Debentures. In its capacity as the investment manager of
Ravensource and SRFLP, Stornoway
executed a support agreement whereby Stornoway has agreed, subject to certain terms
and conditions, to vote in favour of and support the
Recapitalization Proposal.
"Stornoway is
pleased to have played an active and constructive role in working
with other key stakeholders to develop an alternative solution to
strengthen Arcan's capital structure. We have always believed that
Arcan was on the right operational path, but was significantly
hampered by its substantial debt and interest burden. The passage
of the Recapitalization Proposal will free Arcan management to
focus on exploiting opportunities for continued growth and driving
operational efficiency while dramatically reducing the pressures
that a highly leveraged balance sheet imposes on it. We believe
that the Recapitalization Proposal is a truly transformative
transaction developed at a time of significant headwinds - and
opportunity - in the oil & gas sector," said Scott Reid, President.
Stornoway SUPPORTS the Recapitalization
Proposal for reasons that include the following:
- Dramatically reduces the company's current capital structure
risks through the elimination of $171.25
million of debt and $10.9
million of annual interest expense while simplifying the
capital structure in the process
- Allows Arcan to focus its operating cash flow by investing in
the drill bit rather than paying interest to debentureholders
- Provides increased certainty to the capital markets and Arcan's
banking syndicate with respect to Arcan's capital structure
- Recapitalization proposal was the product of a constructive
discussions between Arcan and debentureholders
Background to Stornoway's SUPPORT of the Recapitalization
Proposal
In August 2014,
Stornoway voted against the
proposed arrangement between Arcan and Aspenleaf Energy Limited
("Aspenleaf") in which Aspenleaf would acquire 87.5% of Arcan's
assets (the "Aspenleaf Proposal"). Stornoway acknowledges that Arcan has too much
debt and that vital cash flow is being diverted to paying interest
rather than used to harvest its reserves. This excessive
debt-load not only places a significant interest burden on the
company but leaves the company financially vulnerable.
However, Stornoway believed that
an internal solution to strengthen Arcan's capital structure
existed that would deliver superior long-term results compared to
the Aspenleaf Proposal.
While rejecting the Aspenleaf Proposal,
Stornoway announced its
willingness and commitment to working constructively with Arcan and
other key stakeholders to develop an alternative solution to repair
its capital structure and allow Arcan to exploit its resources for
the benefit of all stakeholders. The Recapitalization
Proposal is the result of constructive discussions between Arcan
and an ad hoc committee of debentureholders (the "Ad Hoc Committee
of Debentureholders") holding approximately 40% of the Debentures,
in which Stornoway played an
active role.
Goodmans LLP acted as counsel to the Ad Hoc
Committee of Debentureholders.
Stornoway Portfolio Management
Stornoway Portfolio Management Inc. is an
employee-owned asset management firm located in Toronto, Canada. Stornoway's investment team has extensive
experience investing in and restructuring companies that are in
financial distress. Stornoway
takes a solution-oriented approach and has a successful track
record of working with management teams and fellow stakeholders to
inject the necessary capital, time and energy to fix the root cause
of financial distress, unlocking stakeholder value in the
process.
SOURCE Stornoway Portfolio Management Inc.