Calfrac closes $35-million rights offering

Executive Summary

• Calfrac Well Services Ltd. closed its previously announced oversubscribed rights offering, issuing approximately 13 million common shares for gross proceeds of $35 million.
• The proceeds, combined with existing credit facilities and cash on hand, are being used to redeem all outstanding $120 million aggregate principal amount of 10.875% second-lien secured notes.
• The redemption extends the company's long-term debt maturities to July 1, 2028, and supports a deleveraging strategy targeting long-term debt at the lower end of the $200-$215 million guidance range.

Key Details

• Transaction Structure: Rights offering to holders of common shares.
• Subscription Period: Expired at 5 p.m. Toronto time on Dec. 19, 2025.
• Shares Issued: Aggregate of 13,011,153 common shares.
• Subscription Price: $2.69 per common share.
• Gross Proceeds: Approximately $35 million.
• Total Shares Outstanding: 98,900,612 common shares as of the closing date.
• Oversubscription Status: More than twice oversubscribed; 96.7% of rights exercised under the basic subscription privilege.
• Standby Purchase Agreement: No common shares were issued pursuant to the standby purchase agreement due to the oversubscription.
• Insider Participation: Insiders (including directors and officers) acquired approximately 8.2 million common shares, representing approximately 63% of the rights offering.
• Use of Proceeds: Redemption of all outstanding $120,000,100 (U.S.) aggregate principal amount of 10.875% second-lien secured notes issued by subsidiary Calfrac Holdings LP.
• Funding Sources for Redemption: Net proceeds from rights offering, drawdown of $120-million delay-draw term facility, additional proceeds from existing syndicated facility, and cash on hand.
• Debt Maturity Extension: Long-term debt maturities extended to July 1, 2028.
• Debt Guidance: Company expects to exit the year with long-term debt at the lower end of the $200-$215 million guidance range, representing a year-over-year reduction of more than $100 million.

Notable Quotes

• "Closing this oversubscribed rights offering with the support of a focused group of long-time shareholders is a strong endorsement of the company's outlook and improved financial position. The repayment of the second-lien notes is a meaningful milestone as it extends the company's long-term debt maturities to July 1, 2028, and provides certainty surrounding Calfrac's deleveraging strategy. The company is on track to exit the year with long-term debt at the lower end of the previously announced guidance of between $200- to $215-million, which is a year-over-year reduction of more than $100-million." — Mike Olinek, Chief Financial Officer