|By Marketwired .||
|March 27, 2014 10:40 AM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 03/27/14 -- Tuscany International Drilling Inc. (the "Company") announces, further to its press release dated February 2, 2014, that the Company is continuing to negotiate an asset purchase agreement (the "Stalking Horse Agreement") by and between the Company, as seller, a newly formed entity that will be controlled by certain of the Company's senior secured pre-petition and/or debtor in possession lenders, as buyer ("Newco") and Credit Suisse AG, Cayman Islands Branch, as administrative agent (the "Administrative Agent") regarding an acquisition by Newco of all or substantially all of the assets of the Company, including its ownership interests in certain of its subsidiaries. The Stalking Horse Agreement will be subject to approval by the United States Bankruptcy Court for the District of Delaware (the "US Court") and will provide Newco with the option, at its sole discretion, of paying all or a portion of the purchase price under the Stalking Horse Agreement by way of a credit bid of the senior secured pre-petition and/or debtor in possession obligations owed by the Company.
In order to continue the Company's ordinary course operations during the restructuring and in furtherance of the sale process, various orders were entered by the US Court under Chapter 11 of the United States Bankruptcy Code ("US Code") in the United States Bankruptcy Court for the District of Delaware (the "Chapter 11 Proceedings") in respect of the Company and Tuscany International Holdings (U.S.A.) Ltd. ("Tuscany USA", and together with the Company, "Tuscany") on March 21, 2014. The relief granted included an order authorizing Tuscany to retain GMP Securities, LLC ("GMP") as its investment banker and to implement bidding and marketing procedures (the "Bid Procedures") in order to seek higher and better offers for all or a portion of Tuscany's assets than the offer contemplated by in the Stalking Horse Agreement. The Bid Procedures allow for bidders to submit bids for all or any portion of the assets or equity of the Company and its subsidiaries and provide that initial bids must be received on or before 5:00 pm (Eastern Standard Time) on April 25, 2014. In the event that the Company receives a Qualified Bid (as such term is defined in the Bid Procedures), the Company will proceed with an auction at 10:00 am (Eastern Standard Time) on May 2, 2014 in accordance with the terms of the Bid Procedures. Further, under certain circumstances more fully set forth in the Bid Procedures, the bid deadline and auction date may be extended by 21 days in the event that, by April 25, 2014, the Company receives one or more letters of intent or other non-binding proposals which, individually or in the aggregate, contemplate transactions for a purchase price exceeding the outstanding preparation and postpetition claims of the Company's secured lender. Tuscany urges any party interested in bidding on all or a portion of its assets or equity interests to contact its investment banker (GMP) as soon as possible at the address set forth below.
Copies of the Bid Procedures and all of the orders granted in the Chapter 11 Proceedings in respect of Tuscany are available online at: http://cases.primeclerk.com/tuscany/. Tuscany also has received and intends to continue to seek recognition of the various orders that are granted under Chapter 11 of the US Code in the Companies' Creditors Arrangement Act ("CCAA") proceedings that were commenced in respect of Tuscany on February 4, 2014 (the "CCAA Proceedings").
The Chapter 11 Proceedings and CCAA Proceedings were commenced to implement a restructuring of the Company's debt obligations and capital structure through a plan of reorganization under the US Code, as previously announced in the press release dated February 2, 2014. Other than Tuscany USA, none of the Company's other subsidiaries are parties to the Chapter 11 Proceedings or the CCAA Proceedings. The operations of the Company and all of its subsidiaries are intended to continue as usual and obligations to employees and suppliers during the restructuring process are expected to be met in the ordinary course.
Tuscany, a corporation headquartered in Calgary, Alberta, is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil and Ecuador.
Statements in this news release contain forward-looking information including, without limitation, statements with respect to Tuscany's strategic alternatives, the restructuring of the assets and liabilities of the Company and the future financial position and focus of the Company. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Tuscany. These risks include, but are not limited to: (i) Tuscany's level of indebtedness and the acceleration of such indebtedness; Tuscany's ability to complete a strategic restructuring and refinancing transaction or alternative transaction, Tuscany's ability to negotiate and execute definitive documentation with respect to the restructuring (including Tuscany's ability to complete a new debtor-in-possession credit facility and new replacement senior secured credit facility) and obtain bankruptcy court approval thereof; (ii) the effects of the commencement of the CCAA and US Code proceedings on Tuscany and the interests of various creditors, equity holders and other constituents; (iii) bankruptcy court rulings and the outcomes of the proceedings in general; (iv) the length of time Tuscany will operate under the proceedings; (v) risks associated with third party motions in the proceedings, which may interfere with Tuscany's ability to consummate Tuscany's restructuring plan; (vi) the potential adverse effects of the proceedings on Tuscany's liquidity or results of operations; (vii) Tuscany's ability to execute its business and restructuring plan; (viii) increased legal and other costs related to the proceedings; (ix) Tuscany's ability to maintain contracts that are critical to its operation and to obtain and maintain normal terms and relationships with its suppliers, other service providers, customers, employees, stockholders and other third parties; (x) Tuscany's ability to retain key executives, managers and employees; (xi) Tuscany's ability to
generate sufficient cash flow from operations or obtain adequate financing to fund its capital expenditures and meet working capital needs and its ability to continue as a going concern during the restructuring; (xii) the volatility of Tuscany's stock price; (xiii) the availability of capital on economic terms to fund Tuscany's significant capital expenditures and acquisitions; (xiv) Tuscany's ability to obtain adequate financing to pursue other business opportunities; (xv) regulatory and environmental risks associated with exploration, drilling and production activities; (xvi) the adverse effects of changes in applicable tax, environmental and other regulatory legislation; (xvii) a deterioration in the demand for Tuscany's products; (xviii) the risks and uncertainties inherent in estimating future revenues and the timing of expenditures; (xix) intense competition with companies with greater access to capital and staffing resources; (xx) the risks of conducting operations in foreign jurisdictions and the impact of pricing differentials, fluctuations in foreign currency exchange rates and political developments on the financial results of Tuscany's operations; and (xxi) other risks as described in reports that the Company files with securities regulators. Any of these factors could cause the Company's actual results and plans to differ materially from those in the forward-looking statements. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. Tuscany does not undertake any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.
GMP Securities, LLC
331 Madison Avenue
New York, New York 10017
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