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Calfrac Well Services Ltd. — M&A Activity 2020
Aug 21, 2020
42766_rns_2020-08-21_7c4032a4-99da-4ec2-bdc9-f684af3ece71.pdf
M&A Activity
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THIS SENIOR UNSECURED NOTEHOLDER VOTING INFORMATION AND ELECTION FORM IS PROVIDED TO SENIOR UNSECURED NOTEHOLDERS IN CONNECTION WITH A RECAPITALIZATION TRANSACTION INVOLVING CALFRAC WELL SERVICES LTD. PLEASE COMPLETE THIS SENIOR UNSECURED NOTEHOLDER VOTING INFORMATION AND ELECTION FORM AS REQUIRED BY YOUR INTERMEDIARY AND SUBMIT IT IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN.
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SENIOR UNSECURED NOTEHOLDER VOTING INFORMATION AND ELECTION FORM
This Senior Unsecured Noteholder Voting Information and Election Form ("Senior Unsecured Noteholder VIEF") is provided by management of Calfrac Well Services Ltd. (the "Company") for use in connection with the meeting of holders (the "Senior Unsecured Noteholders") of Senior Unsecured Notes (as defined in the Management Information Circular of the Company dated August 17, 2020 (the "Information Circular")) of Calfrac Holdings LP, to be held in the McMurray Room at the Calgary Petroleum Club, 319 – 5th Avenue S.W., Calgary, Alberta at 1:00 p.m. (Calgary time) on September 17, 2020 (the "Senior Unsecured Noteholders’ Meeting"), and at any postponement or adjournment thereof. Reference is made to the Information Circular for further information. Before completing, please carefully read this Senior Unsecured Noteholder VIEF and the Information Circular including with respect to the ability of Senior Unsecured Noteholders to receive a portion of the consideration issued under a plan of arrangement (the "CBCA Plan") pursuant to the Canada Business Corporations Act in the form of Common Shares in the capital of the Company, from the Early Consenting Noteholder Common Share Pool (the "Early Consent Shares"), as well as any exhibits and appendices thereto. Capitalized terms used herein and not otherwise defined have the meaning given to them in the Information Circular.
Senior Unsecured Noteholders as at 5:00 p.m. (Calgary time) on August 10, 2020, being the record date for the Senior Unsecured Noteholders’ Meeting (the "Record Date"), that vote in favour of the Senior Unsecured Noteholders’ Arrangement Resolution and who make the necessary early consent election in accordance with the terms provided herein, in each case prior to 5:00 p.m. (Calgary time) on September 8, 2020 (the "Early Consent Date"), will be considered an "Early Consenting Noteholder" under the CBCA Plan and therefore be entitled to receive a portion of the consideration issued under the CBCA Plan in exchange for their Senior Unsecured Notes in the form of Early Consent Shares. An election in ATOP or any similar program will not constitute a vote to be counted by the Proxy, Information and Exchange Agent. In order for a Senior Unsecured Noteholder to be considered an Early Consenting Noteholder under the CBCA Plan and/or be eligible to receive the Early Consent Shares, as applicable, a Senior Unsecured Noteholder must follow the instructions as outlined herein.
ONLY SENIOR UNSECURED NOTEHOLDERS THAT VOTE IN FAVOUR OF THE SENIOR UNSECURED NOTEHOLDERS’ ARRANGEMENT RESOLUTION AND MAKE AN EARLY CONSENT ELECTION PRIOR TO THE EARLY CONSENT DATE WILL BE CONSIDERED EARLY CONSENTING NOTEHOLDERS AND THEREFORE BE ENTITLED TO RECEIVE EARLY CONSENT SHARES UNDER THE CBCA PLAN.
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Process for Submission of Instructions by Beneficial Noteholders
This Senior Unsecured Noteholder VIEF is to be distributed to Senior Unsecured Noteholders who do not hold their Senior Unsecured Notes in registered form (each, a " Beneficial Noteholder ") in accordance with the Interim Order of the Court of Queen’s Bench of Alberta, dated August 7, 2020 (the " Interim Order ").
Beneficial Noteholders who wish to vote in respect of the Senior Unsecured Noteholders’ Arrangement Resolution at the Senior Unsecured Noteholders’ Meeting must submit a duly completed Senior Unsecured Noteholder VIEF (or such other form of voting instruction as such Beneficial Noteholder’s Intermediary may require for the purpose of soliciting its vote) to their Intermediary in accordance with the instructions provided by such Intermediary prior to the Voting Deadline of 5:00 p.m. (Calgary time) on September 15, 2020 (or such earlier deadline set by your Intermediary). Your vote will be recorded by your Intermediary.
In addition, each Beneficial Noteholder who wishes to be an Early Consenting Noteholder and receive a portion of the consideration issued under the CBCA Plan in exchange for their Senior Unsecured Notes in the form of Early Consent Shares must prior to 5:00 p.m. (Calgary time) on the Early Consent Date of September 8, 2020 , (i) vote in favour of the Senior Unsecured Noteholders’ Arrangement Resolution by providing voting instructions to its Intermediary by submitting this duly completed Senior Unsecured Noteholder VIEF (or such other form of voting instruction as its Intermediary may require for the purpose of soliciting such Beneficial Noteholder’s vote); AND (ii) also instruct their Intermediary to make an early consent election through the voluntary corporate action established pursuant to The Depository Trust Company’s (" DTC ") Automated Tender Offer Program system (" ATOP ") or similar program utilized by such Intermediary. An election in ATOP or any similar program will not constitute a vote to be counted by the Proxy, Information and Exchange Agent. No fractional Common Shares (including Early Consent Shares) will be issued under the CBCA Plan and any fractional Common Shares shall be rounded down to the nearest whole number of Common Shares without compensation therefor.
Note also that Intermediaries may have an earlier cut-off date than the Early Consent Date. Beneficial Noteholders should only complete and return this Senior Unsecured Noteholder VIEF if instructed to by their Intermediary.
Issuance of Early Consent Shares
Pursuant to the CBCA Plan, Beneficial Noteholders that vote in favour of the Senior Unsecured Noteholders’ Arrangement Resolution and make an early consent election prior to 5:00 p.m. (Calgary time) on the Early Consent Date in accordance with the terms provided herein (such that they are Early Consenting Noteholders under the CBCA Plan) will be entitled to receive a portion of the consideration issued under the CBCA Plan in exchange for their Senior Unsecured Notes in the form of Early Consent Shares. The Early Consent Shares issued pursuant to the CBCA Plan shall be delivered to Early Consenting Noteholders by way of delivery of the Early Consent Shares, on the Effective Date, through the facilities of DTC, to Intermediaries who, in turn, will make delivery of the Early Consent Shares to the respective Early Consenting Noteholder (or its nominee) pursuant to standing instructions and customary practices of DTC.
Senior Unsecured Noteholders do not need to provide registration information in respect of any consideration to be issued to them under the CBCA Plan. Reference should be made to the section of the Information Circular entitled " Procedures – Issuances and Distributions " for more information.
Appointment of Proxyholders
A Senior Unsecured Noteholder may appoint a proxyholder by contacting Kingsdale Advisors (the " Proxy, Information and Exchange Agent ") in advance of the Voting Deadline by: (i) telephone, toll-free in North America at 1-877-659-1822or at 416-867-2272 outside of North America; or (ii) e-mail to [email protected] and following the instructions received from them. Persons appointed as proxyholders need not be Senior Unsecured Noteholders.
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Vote Tabulation
Pursuant to the Interim Order, the Proxy, Information and Exchange Agent (or such other scrutineer for Senior Unsecured Noteholders' Meeting) is authorized and directed to separately tabulate the votes cast by:
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(a) The Initial Commitment Parties, the Additional Commitment Parties (each as defined in the Commitment Letter) and their respective joint actors (collectively, the " Commitment Parties ", and each, a " Commitment Party ");
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(b) Wilks Brothers, LLC and their joint actors (collectively, the " Wilks Parties ", and each, a " Wilks Party "); and
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(c) All other Senior Unsecured Noteholders.
Those Senior Unsecured Noteholders who are either a Commitment Party or a Wilks Party are directed to indicate which group they belong to by checking the applicable box in Item 3 below. If a Senior Unsecured Noteholder does not check any box in Item 3 below, such Senior Unsecured Noteholder is deemed to represent and warrant that such Senior Unsecured Noteholder is neither a Commitment Party nor a Wilks Party.
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ITEM 1: SENIOR UNSECURED NOTEHOLDER VOTING INSTRUCTIONS
Senior Unsecured Noteholders shall be entitled to provide the following instructions (select one):
- OPTION 1 – VOTE IN FAVOUR OF THE SENIOR UNSECURED NOTEHOLDERS’ ARRANGEMENT RESOLUTION AND ELECT TO RECEIVE EARLY CONSENT SHARES. This option can only be selected if instructions are provided prior to 5:00 p.m. (Calgary time) on the Early Consent Date.
If checking this box, the undersigned Senior Unsecured Noteholder must validly deliver its voting instructions to its Intermediary and must also instruct its Intermediary to make the appropriate early consent election prior to 5:00 p.m. (Calgary time) on the Early Consent Date.
- OPTION 2 – VOTE AGAINST THE SENIOR UNSECURED NOTEHOLDERS’ ARRANGEMENT RESOLUTION.
By checking this box, the undersigned Senior Unsecured Noteholder votes against the Senior Unsecured Noteholders’ Arrangement Resolution and therefore is NOT an Early Consenting Noteholder and is NOT entitled to receive Early Consent Shares.
- OPTION 3 – VOTE IN FAVOUR OF THE SENIOR UNSECURED NOTEHOLDERS’ ARRANGEMENT RESOLUTION. Only select this option if instructions are provided after 5:00 p.m. (Calgary time) on the Early Consent Date.
By checking this box, the undersigned Senior Unsecured Noteholder votes in favour of the Senior Unsecured Noteholders’ Arrangement Resolution but will not be an Early Consenting Noteholder and therefore is NOT entitled to receive Early Consent Shares.
OPTION 4 – NO ACTION TAKEN.
By checking this box, the undersigned Senior Unsecured Noteholder elects not to vote in favour of or against the Senior Unsecured Noteholders’ Arrangement Resolution and therefore is NOT an Early Consenting Noteholder and is NOT entitled to receive Early Consent Shares.
In order for a Beneficial Noteholder to be considered an Early Consenting Noteholder and be eligible to receive Early Consent Shares, such Beneficial Noteholder must (i) vote in favour of the Senior Unsecured Noteholders’ Arrangement Resolution and (ii) provide its early consent election instructions to its Intermediary, and its Intermediary must have (A) taken such steps and/or actions as are necessary to complete and submit such early consent election instructions to DTC through ATOP (or such other method as may be accepted by the Proxy, Information and Exchange Agent and the Applicants) and (B) deliver such voting instructions to the Proxy, Information and Exchange Agent through a Master Proxy, in each case, prior to 5:00 p.m. (Calgary time) on the Early Consent Date. An election in ATOP or any similar program will not constitute a vote to be counted by the Proxy, Information and Exchange Agent.
This Senior Unsecured Noteholder VIEF revokes and supersedes all Senior Unsecured Noteholder VIEFs of earlier date.
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ITEM 2: CERTIFICATION
Beneficial Noteholders should follow the instructions provided by their Intermediary to vote and return this form to such Intermediary only if instructed to do so.
TO BE COMPLETED BY SENIOR UNSECURED NOTEHOLDERS:
Full Legal Name of Senior Unsecured Noteholder: Authorized Signature of Senior Unsecured Noteholder: Name of Authorized Signatory of Senior Unsecured Noteholder (please print): Official Capacity or Title (please print): Principal amount of Senior Unsecured Notes held by Senior Unsecured Noteholder as at the Record Date (please specify currency):
By completing and submitting this Senior Unsecured Noteholder VIEF, you acknowledge that you are: (a) the holder of Senior Unsecured Notes being voted; or (b) the authorized signatory for an entity that is a holder of such Senior Unsecured Notes being voted.
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ITEM 3: VOTE TABULATION
In order to comply with the Interim Order, each Senior Unsecured Noteholder must indicated by checking a box below if such Senior Unsecured Noteholder is either a Commitment Party or a Wilks Party (as defined below):
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I am an Initial Commitment Party, an Additional Commitment Party (each as defined in the Commitment Letter) or a joint actor thereof (a " Commitment Party ").
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I am Wilks Brothers, LLC or a joint actor thereof (a " Wilks Party ")
If you fail to check either box above, you represent and warrant that you are neither a Commitment Party nor a Wilks Party.
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Any questions and requests for assistance may be directed to our Proxy, Information and Exchange Agent:
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The Exchange Tower
130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario
M5X 1E2
North American Toll Free Phone:
1-877-659-1822
Email: [email protected]
Facsimile: 1-416-867-2271
Toll Free Facsimile: 1-866-545-5580
Outside North America, Banks and Brokers Call Collect: 1-416-867-2272