Calfrac Announces Rights Offering and Redemption of Second Lien Notes

Executive Summary

• Calfrac Well Services Ltd. is launching a C$35 million rights offering, fully back‑stopped by major shareholders/directors.
• Net proceeds (rights offering plus up to C$15 million credit facility draws) will be used to redeem outstanding 10.875% second‑lien notes (~US$120 million) before their 2026 maturity, reducing long‑term debt and interest expense.
• The rights offering includes a standby purchase agreement with five designated purchasers who will absorb any unsubscribed shares, ensuring the full C$35 million is raised.

Key Details

• Rights Offering Size: Aggregate gross proceeds of C$35 million.
• Record Date: November 21, 2025 (Toronto time).
• Subscription Price: $2.69 per whole common share – a 15% discount to the five‑day VWAP preceding the announcement.
• Basic Subscription Privilege: One right entitles holder to subscribe for 0.1514872 of a common share; ~6.6 rights required for one full share.
• Offering Period: Opens November 21, 2025; expires December 19, 2025 at 5:00 p.m. Toronto time.
• Trading Symbol for Rights: CFW.RT on the TSX from November 21, 2025.
• Back‑stop/Standby Purchasers:
• George Armoyan – 37.5% of standby shares
• Charles Pellerin – 37.5%
• Brian Luborsky – 10.0%
• EdgePoint Investment Group Inc. – 10.0%
• Ronald P. Mathison – 5.0%
• Use of Proceeds: Repayment of the subsidiary’s 10.875% second‑lien notes (principal ≈ US$120 million) and reduction of overall debt; also to fund a potential draw under existing term loan (C$120 million) and/or other credit facilities (up to C$15 million).
• Redemption Details: Redemption price = 100% of principal + accrued interest up to, but excluding, the redemption date (expected ~December 23, 2025), subject to completion of rights offering and credit facility draws.
• Credit Facility Drawdowns: Anticipated additional C$15 million from existing syndicated or operating facilities, combined with term loan drawdown capability of C$120 million.
• Related‑Party Transaction: Standby purchase agreement involves directors who collectively hold >60% of outstanding common shares; exempted from MI 61‑101 valuation and minority approval requirements per section 5.1(k).
• Regulatory Conditions: Completion contingent on required regulatory approvals, including TSX acceptance.

Notable Quotes

“In addition to addressing Calfrac's near‑term debt maturities and expanding the lending syndicate to include an additional Tier 1 bank, this refinancing plan aligns with Calfrac's financial priorities of continued debt reduction and lowering cash interest expense,” – Mike Olinek, Chief Financial Officer.