|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
Learn how to solve the problem of keeping files in sync between multiple Docker containers. In his session at 16th Cloud Expo, Aaron Brongersma, Senior Infrastructure Engineer at Modulus, discussed using rsync, GlusterFS, EBS and Bit Torrent Sync. He broke down the tools that are needed to help create a seamless user experience. In the end, can we have an environment where we can easily move Docker containers, servers, and volumes without impacting our applications? He shared his results so yo...
Jul. 31, 2015 11:45 PM EDT Reads: 782
Palerra, the cloud security automation company, announced enhanced support for Amazon AWS, allowing IT security and DevOps teams to automate activity and configuration monitoring, anomaly detection, and orchestrated remediation, thereby meeting compliance mandates within complex infrastructure deployments. "Monitoring and threat detection for AWS is a non-trivial task. While Amazon's flexible environment facilitates successful DevOps implementations, it adds another layer, which can become a ...
Jul. 31, 2015 10:15 PM EDT Reads: 307
With SaaS use rampant across organizations, how can IT departments track company data and maintain security? More and more departments are commissioning their own solutions and bypassing IT. A cloud environment is amorphous and powerful, allowing you to set up solutions for all of your user needs: document sharing and collaboration, mobile access, e-mail, even industry-specific applications. In his session at 16th Cloud Expo, Shawn Mills, President and a founder of Green House Data, discussed h...
Jul. 31, 2015 04:30 PM EDT Reads: 425
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Jul. 31, 2015 03:00 PM EDT Reads: 493
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...
Jul. 31, 2015 02:30 PM EDT
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Jul. 31, 2015 02:30 PM EDT Reads: 276
Chuck Piluso presented a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Te...
Jul. 31, 2015 02:00 PM EDT Reads: 367
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
Jul. 31, 2015 01:45 PM EDT Reads: 109
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Jul. 31, 2015 11:45 AM EDT Reads: 124
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
Jul. 31, 2015 11:45 AM EDT Reads: 134
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Jul. 31, 2015 10:00 AM EDT Reads: 146
For IoT to grow as quickly as analyst firms’ project, a lot is going to fall on developers to quickly bring applications to market. But the lack of a standard development platform threatens to slow growth and make application development more time consuming and costly, much like we’ve seen in the mobile space. In his session at @ThingsExpo, Mike Weiner, Product Manager of the Omega DevCloud with KORE Telematics Inc., discussed the evolving requirements for developers as IoT matures and conducte...
Jul. 31, 2015 08:45 AM EDT Reads: 305
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Jul. 31, 2015 08:00 AM EDT Reads: 165
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Arch...
Jul. 30, 2015 07:30 PM EDT Reads: 1,403
Providing the needed data for application development and testing is a huge headache for most organizations. The problems are often the same across companies - speed, quality, cost, and control. Provisioning data can take days or weeks, every time a refresh is required. Using dummy data leads to quality problems. Creating physical copies of large data sets and sending them to distributed teams of developers eats up expensive storage and bandwidth resources. And, all of these copies proliferating...
Jul. 30, 2015 06:30 PM EDT Reads: 895