Destiny Closes Business Acquisition of D&D Fitzpatrick and Announces Private Placement Financing with First Reserve Corporation.CALGARY, ALBERTA--(BUSINESS WIRE)--June 3, 1999-- Destiny(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :DSC (1) (Digital Signal Controller) A microcontroller and DSP combined on the same chip. It adds the interrupt-driven capabilities normally associated with a microcontroller to a DSP, which typically functions as a continuous process. See microcontroller and DSP. .) (Alberta Stock Exchange Alberta Stock Exchange See Canadian Venture Exchange (CDNX). :DSC.) Destiny Resource Services Corp. ("Destiny") announced today that it had completed the acquisition of certain assets and the operations of D&D Fitzpatrick ("Fitzpatrick") previously announced on May 12, 1999. The transaction totaled $3.3 million and consisted of $2.6 million in cash, $0.5 million as a vendor loan and $0.2 million in common shares of Destiny at $1.00 per share. The cash to complete the transaction was provided by way of a bridging loan with First Reserve Corporation ("First Reserve"). At the same time Destiny announced that it had reached agreement in principle with First Reserve on a $20 million CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. private placement. The financing consists of $3 million in common stock of Destiny at $1.25 per share, $7 million in Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. convertible into common stock of Destiny at a conversion price of $1.625 per share and $10 million in Senior Subordinated Debt Subordinated Debt A loan (or security) that ranks below other loans (or securities) with regard to claims on assets or earnings. Also known as "junior security" or "subordinated loan". . The preferred stock carries a dividend rate of 6 1/2 percent paid semi-annually and the subordinated debt an interest rate of 8 percent paid semi-annually. The financing is subject to the satisfactory execution of the financing agreements Financing Agreements In the context of project financing, the documents which provide the project financing and sponsor support for the project as defined in the project contracts. and regulatory approval and is scheduled to close within ten days. The proceeds of the financing will be used by Destiny to fund acquisitions, repay debt including the outstanding convertible debenture and for general corporate purposes. After giving effect to the transaction, including the conversion of the preferred stock, First Reserve would hold 32 percent of Destiny's issued and outstanding common shares. Destiny is a Calgary based oilfield service company providing essential integrated services to the oil and gas exploration and production industries in Canada, the United States, Central and South America, the Middle East, Africa and Southeast Asia. First Reserve Corporation is a private equity firm specializing in the energy industry. Founded in 1980, the firm currently manages a portfolio of energy holdings with a market value in excess of $1.5 billion. The firm is headquartered in Greenwich, Connecticut and also has offices in Houston, Texas and Denver, Colorado. Other First Reserve portfolio companies include TransMontaigne Inc., Weatherford International, Inc., Cal Dive International, Inc., Cardinal Services, Inc. and Pursuit Resources Corp. Raymond James & Associates, Inc. acted as financial advisor and agent to Destiny in this transaction. Neither the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. nor the Alberta Stock Exchange has approved or disapproved of the information contained herein. |
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