(Eco-Stim Energy Solutions, Inc., 6.Mar.2017) – Eco-Stim Energy Solutions, Inc. announced that an affiliate of Fir Tree Partners (FTP) entered into a transaction with an affiliate of Albright Capital Management LLC (ACM) pursuant to which FTP has purchased from ACM $22 million aggregate principal amount of the company’s outstanding 14% convertible notes due 2018 and approximately two million shares of the company’s outstanding common stock.
This transaction is part of a comprehensive recapitalization designed to position the company to capitalize on attractive growth prospects and create a path to a potential equitization of substantially all of the company’s debt, subject to shareholder approval.
As part of the recapitalization, the company issued to FTP an additional $17 million aggregate principal amount of convertible notes to provide the company with needed growth capital and issued to FTP approximately $2.4 million principal amount of additional convertible notes in payment of accrued interest on the existing convertible notes. After giving effect to these transactions, the company now has approximately $41.4 million of outstanding convertible notes, which FTP has agreed to convert into common stock at a conversion price of $1.40 per share, subject to receipt of shareholder approval and satisfaction of certain other conditions. Assuming all of the $41.4 million in notes are converted, on a proforma basis the company would issue 29.6 million shares to FTP and would then have approximately 44.6 million shares outstanding and no outstanding debt. The company’s management team and largest shareholder have agreed to vote in favor of the conversion. If the note conversion is not approved by shareholders all of the outstanding convertible notes will mature in May 2018. All outstanding convertible notes will accrue interest at 20%. In addition, FTP has the right, which they exercised, to name three members to the Board of Directors, which now consists of seven members. FTP will also have approval rights with respect to certain future actions by the company.
“The company has endured through a challenging period and its outstanding debt with ACM had certain covenants that were likely to be violated in the near term. This recapitalization with FTP allows the company to avoid these covenant defaults, while providing the company with needed growth capital and a clear path to eliminating debt while preserving upside to our current shareholder base,” said Eco-Stim President and CEO J. Chris Boswell.
Alexander Nickolatos, Chief Financial Officer added, “The debt conversion price of $1.40 represents a significant premium to the last 30-day average trading price. If shareholders approve the conversion of all outstanding debt, we believe the debt free balance sheet should unlock value for all shareholders and allow the Company to grow as the market continues to recover. We are pleased to welcome Fir Tree and their three directors onto the Board of Directors. It has been a real pleasure working with them on this transaction and we look forward to growing the Company together.”
Andrew Teno, a Director at FTP, said, “Fir Tree looks forward to working with EcoStim’s management team to pursue long-term growth opportunities in the US and in Argentina. We believe that access to growth capital and a fully equitized balance sheet will benefit all of EcoStim’s shareholders.”
***