ARC Energy Fund 8 Completes Take-Private Acquisition of STEP Energy Services Ltd.

Executive Summary

• STEP Energy Services Ltd. completed a take‑private transaction under a plan of arrangement, resulting in ARC Energy Fund 8 and its Purchaser acquiring 100% of the outstanding common shares.
• The cash consideration was $5.50 per share; post‑closing ownership is 70.44% by ARC Energy Fund 8 and 10.92% by the Purchaser, with ARC Energy Fund 6 retaining its pre‑transaction stake.
• STEP will apply to delist from the Toronto Stock Exchange and cease to be a reporting issuer in Canada, with delisting expected around December 17, 2025.

Key Details

• Consideration: $5.50 per share paid in cash for all shares not already owned by ARC Energy Fund 8 or ARC Energy Fund 6.
• Share Acquisition Breakdown:
• ARC Energy Fund 8 acquired 24,700,000 shares.
• Purchaser (2659160 Alberta Ltd.) acquired 7,958,832 shares.
• ARC Energy Fund 6 retained its existing 13,588,546 shares.
• Post‑Closing Ownership:
• ARC Energy Fund 8: 51,354,454 shares (70.44% of outstanding).
• Purchaser: 7,958,832 shares (10.92%).
• ARC Energy Fund 6: 13,588,546 shares (18.64%).
• Total Outstanding Shares After Transaction: 100% owned collectively by ARC Energy Fund 8, ARC Energy Fund 6, and the Purchaser.
• Delisting & Reporting Status: STEP has applied to delist its common shares from the TSX; expected delisting date is on or about December 17, 2025. STEP also intends to cease being a reporting issuer in all Canadian provinces.
• Early Warning Disclosure: The transaction triggers NI 62‑103 early warning requirements; ARC Energy Fund 8 filed an early warning report with securities commissions.
• Advisors & Counsel:
• Lead financial advisor to ARC – RBC Capital Markets; co‑financial advisor – ATB Capital Markets.
• Legal advisor to ARC – Norton Rose Fulbright Canada LLP.
• Sole lead arranger/bookrunner for senior credit facilities – ATB Financial.
• Financial advisor to STEP’s Special Committee – Peters & Co. Limited; independent valuator – Ernst & Young LLP; legal advisor to the Special Committee – Burnet, Duckworth & Palmer LLP.
• Legal advisor to STEP – Stikeman Elliott LLP.

Notable Quotes

No direct quotes were included in the release.