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Share Name Share Symbol Market Type
TSXV:EEN TSX Venture Common Stock
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Estrella Announces Transaction and Operational Update and Resignation of CEO

04/11/2013 1:16pm

Marketwired Canada


Estrella International Energy Services Ltd. (the "Company" or "Estrella") (TSX
VENTUER:EEN), announces that the Company has completed its previously announced
private placement ("Private Placement") of Series B Preference Shares to Ringo
Holding L.P. ("Ringo"), for aggregate gross proceeds to the Company of
CDN$123,322,570. 


Private Placement and Consolidation

On November 1, 2013, the Company issued 24,664,514 Series B Preference Shares of
the Company to Ringo at an issue price of CDN$5.00 per share, for aggregate
gross proceeds to the Company of CDN$123,322,570. As previously disclosed, the
proceeds of the private placement were used to repay all outstanding
indebtedness owing by the Company to Ringo. 


The Series B Preference Shares are convertible into post-consolidated Common
Shares of Estrella on a 1 for 1 basis. The issued and outstanding Common Shares
of Estrella were consolidated on a 1 for 100 basis on October 31, 2013.


Operational Update

The Company is also pleased to announce the following update on its operations:

Acquisition of San Antonio Colombia - A Key Milestone for Estrella

In June 2013, Estrella entered into a definitive share purchase agreement with
San Antonio International Oil & Gas Services LLC for the acquisition of the
issued and outstanding shares of San Antonio Internacional Co. Inc. ("SAIC") for
a purchase price of US$122.5 million. This acquisition was completed on August
1, 2013.


SAIC provides specialized services, equipment and personnel for the exploration
and development of onshore oil and gas resources throughout Colombia. It has a
portfolio of complementary oilfield services and equipment business lines
including drilling, workover, cementing, casing running and coiled tubing. Its
assets include 26 drilling and workover rigs. SAIC was the Colombian subsidiary
of San Antonio Internacional and enjoyed a leading position in the Colombian
market. 


The acquisition of SAIC significantly altered Estrella's scale and market position:



--  The total number of rigs of Estrella increased from 19 to 45 rigs, with
    rigs operating in 3 of the 5 countries where Estrella is present. 
--  The pro forma consolidated revenues of Estrella as at December 31, 2012,
    increased from US$81 to US$240 million. 
--  Estrella became the largest service provider in Colombia with a market
    share of approximately 15% and a total fleet of 37 rigs (24 drilling
    rigs and 13 workover rigs). 
--  Estrella now has access to the knowledge and experience of SAIC and its
    management team, its best practices and their commercial relationships
    in the Colombian market. The Colombia team, led by Mario Rodriguez who
    has more than 20 years of experience in the industry, is fully devoted
    to taking Estrella's Colombian operations to the next level. 
--  This acquisition is expected to generate synergies from an SG&A and an
    OPEX perspective in an estimated range of US$4 million to US$8 million.



Estrella is currently engaged in a formal process to integrate SAIC with its
existing Colombian operations. This process has evolved according to plan and
both companies are currently operating under common direction and are servicing
clients jointly. It is expected that the coming months will show growth in the
combined utilization rates and synergies in the SG&A, leading to improved
financial results. 


Higher rig utilization in Argentina

In Argentina, Estrella continues to see substantial growth coupled with a less
uncertain political and business environment, with the Argentine government,
through YPF, showing commitment in the development of significant
non-conventional oil and gas reserves (mainly driven by the Vaca-Muerta
formation). The Company expects increased demand for its E&P services not only
from YPF but from all operators in the market. 


We are pleased to announce that our utilization rates in Argentina are currently
above 90%. Estrella is currently negotiating a 2 year extension with Pluspetrol
for rig 103; Rigs 551 and 1201 recently won long-term contracts with YPF for 3+2
years; and Rig 1001 has been awarded a 5 year contract with YPF. Rig 1001 is
currently being mobilized to Argentina and operations are expected to start in
December 2013. We are pleased to report that the Company expects to have all 6
of its rigs in Argentina operating during Q1 2014.


Debt reduction and working capital improvement

Since the US$25 equity financing with Ringo in Q3 2012, the Company has reduced
its overall indebtedness from US$49.3 million to US$15 million. These figures
exclude the approximately US$118 million in shareholder loans owing to Ringo
("Shareholder Loan"), which was repaid in connection with the Private Placement,
and the US$54.5 million in acquisition financing related to the SAIC deal.


Through this debt reduction initiative, Estrella has eliminated expensive and
restrictive debt.


This increase in working capital has allowed Estrella to improve its debt
position with its suppliers and secure better payment terms on recurrent
purchases. This process of improving payables is expected to continue in the
months to come and is expected to result in stronger relationships with key
suppliers.


Key areas of value accretion over the next 12 - 18 months

Estrella has two main drivers of value accretion for the next 12 - 18 months: 



--  Further optimization of the new Estrella (integrated operations of
    Estrella + SAIC); and 
--  Exploring a wide portfolio of new business opportunities that are
    currently being evaluated by the Company.



In terms of optimization of the current operations, management believes that
completing a successful integration of SAIC and continuing to have a strong
commercial strategy are fundamental sources of value for the months to come.


In addition, the Company is currently evaluating a number of new business
opportunities to create value on top of its existing platform. This portfolio of
opportunities includes: further consolidation of the Colombian market,
acquisition and deployment of new rigs in Colombia and Argentina, further
expansion and penetration of its current E&P services portfolio, and entry into
other Latin American countries where Estrella can add value to local and
international operators.


Management efforts will be concentrated in making these two pillars a reality
for the Company.


Resignation of CEO

Estrella regrets to announce that Warren Levy has tendered his resignation as
President and Chief Executive Officer of the Company. 


Mr. Levy will continue in his role as President and Chief Executive officer
until December 31, 2013, and will assist the Board of Directors in identifying
his successor. The Company is considering candidates from both inside the
Company as well as from industry, and will make an announcement concerning a
successor when the selection process is concluded.


Chairman of the Board of Directors, Horacio Reyser, commented: "We sincerely
thank Warren for his hard work and effort in founding and helping grow the
Company into the regional leader it is today. We wish him all the best in his
future endeavours."


Mr. Levy commented, "There comes a time in the growth of every successful
company when the founders recognize the need to pass the baton to new
leadership. Due to the entry of Ringo and the recent acquisition of San Antonio
Colombia, the Company is entering a new phase, and I feel that the time is now
for a new leader to help take Estrella through its next phase of growth."


Statements in this press release may contain forward-looking information. Any
statements in this press release that are not statements of historical fact may
be deemed to be forward-looking statements. Forward-looking statements are often
identified by terms such as "may", "should", "anticipate", "expects" and similar
expressions. Forward-looking statements in this press release include, but are
not limited to, statements with respect to the future business plans, prospects
and services.


The reader is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events or circumstances
may cause actual results to differ materially from those predicted, as a result
of numerous known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of Estrella. The reader is cautioned not to place
undue reliance on any forward-looking information. Such information, although
considered reasonable by management at the time of preparation, may prove to be
incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this press release are expressly
qualified by this cautionary statement. The forward-looking statements contained
in this press release are made as of the date of this press release, and
Estrella does not undertake any obligation to update publicly or to revise any
of the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by securities law.


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Estrella International Energy Services Ltd.
Warren Levy
Chief Executive Officer
+54 (11) 5217-5250


Estrella International Energy Services Ltd.
Javier Vedoya
Chief Financial Officer
+54 (11) 5217-5250
+54 (11) 5217-5280 (FAX)
info@estrellasp.com

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