The proposed Recapitalization is intended to be implemented by way of a corporate plan of arrangement (the "CBCA Plan Transaction") under the Canada Business Corporations Act (the "CBCA"). In connection with the proposed CBCA Plan Transaction, the Company intends to commence proceedings under the CBCA (the "CBCA Proceedings") before the Court of Queen's Bench of Alberta (the "Court") tomorrow, July 13, 2016. As part of the CBCA Proceedings, the Company will be seeking a preliminary interim order (the "Preliminary Interim Order") from the Court. The Preliminary Interim Order being sought by the Company will contain a stay prohibiting any person, including the Secured Noteholders and holders of the Unsecured Notes (the "Unsecured Noteholders"), other than the lenders under the Revolving Facility (the "Lenders"), from terminating, making any demand, accelerating, amending or declaring in default or taking any enforcement steps under any contract or other agreement to which the Company is a party. The Company has also entered into a separate forbearance agreement with the Lenders in connection with the Revolving Facility (the "Forbearance Agreement"), as described in further detail below, and, as such, the Company will not be seeking a stay in respect of the Lenders under the Preliminary Interim Order. Lightstream intends to continue to operate our business and satisfy our obligations to our service providers, suppliers, contractors and employees in the ordinary course of business as we pursue completion of the Recapitalization.
The Preliminary Interim Order sought by the Company will seek authorization to return to the Court on or before August 5, 2016 to seek a further order in the CBCA Proceedings (the "Interim Order Application") authorizing the Company to call, hold and conduct the required special meetings (the "Special Meetings") of the Secured Noteholders, the Unsecured Noteholders and the holders of Common Shares (the "Shareholders") to consider and vote on the CBCA Plan Transaction.
Lightstream and the Ad Hoc Committee are continuing to negotiate and finalize the terms of the proposed CBCA Plan Transaction and are working to finalize the documentation necessary to implement the proposed Recapitalization, including the CBCA plan of arrangement. The precise terms of the CBCA Plan Transaction, further details of which are set forth below, will be fully disclosed as part of the Interim Order Application and in the management information circular that will be prepared and delivered to Secured Noteholders, Unsecured Noteholders and Shareholders in connection with the Special Meetings. The Company will issue a further press release when the exact record date and meeting date for such Special Meetings have been determined. If all requisite approvals are obtained, the CBCA Plan Transaction will bind all Secured Noteholders, Unsecured Noteholders and Shareholders.
The completion of the Recapitalization is subject to a number of conditions, including that all required stakeholder, third-party, regulatory, Court and stock exchange approvals, consents or waivers must have been received (or, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or terminated) and, in the event that the Recapitalization proceeds by way of the CBCA Plan Transaction, Lightstream must have entered into an additional forbearance agreement with our Lenders, replaced the Revolving Facility with a new credit facility and, upon the completion of the CBCA Plan Transaction, the Lightstream board of directors must be constituted in a manner acceptable to the Ad Hoc Committee.
In the event that the requisite approvals in respect of the CBCA Plan Transaction are not obtained or the Company is otherwise unable to complete the CBCA Plan Transaction, the Company has agreed to pursue the Recapitalization through a sale transaction (the "CCAA Sale Transaction") that will be implemented through proceedings commenced under the Companies' Creditors Arrangement Act (the "CCAA"), further details of which are set forth below.
Should the CBCA Plan Transaction ultimately not proceed, and in order to ensure that the Company is able to implement the CCAA Sale Transaction in a timely fashion, the Company will initiate a sale and investment solicitation process ("SISP") on July 13, 2016 which is intended to generate interest in and potentially divest the business and/or the assets of the Company, with the goal of maximizing value for all stakeholders of the Company and identifying the best available transaction in the event that the CBCA Plan Transaction does not proceed. TD Securities Inc. has been engaged by Lightstream to manage the SISP.
As previously announced on June 14, 2016, Lightstream determined that it would not make the interest payment in the amount of US$32.1 million (approximately CDN$41.7 million) on the Secured Notes on June 15, 2016. Under the indenture governing the Secured Notes (the "Secured Indenture"), Lightstream had a 30-day grace period to make such payment. If the Company fails to make the required interest payment by July 15, 2016, there will be an event of default under the Secured Indenture, which will in turn cause a cross default under the Revolving Facility and the indenture governing the Unsecured Notes (the "Unsecured Indenture"). The commencement of the CBCA Proceedings is also a cross default under the Revolving Facility and a cross default under the Unsecured Indenture. Upon the occurrence of a cross default under the Revolving Facility, all obligations owing under the Revolving Facility, together with unpaid interest accrued thereon will become immediately due and payable. Lightstream has determined that it will not make the requisite interest payment on the Secured Notes and therefore the Company will be in default under its Revolving Facility, Secured Indenture and Unsecured Indenture on July 15, 2016.
As noted above, if the Preliminary Interim Order being requested is granted by the Court, the Secured Noteholders and Unsecured Noteholders will be stayed under the Preliminary Interim Order in connection with such defaults but the Lenders under the Revolving Facility are not expected to be subject to the stay. Instead, the Company (along with certain of its subsidiaries) has entered into the Forbearance Agreement with The Toronto-Dominion Bank, as Administrative Agent and other Lenders under the Revolving Facility. Under the terms of the Forbearance Agreement, among other things, the Lenders have agreed, subject to customary conditions, to forbear from exercising their enforcement rights and remedies arising on account of the cross defaults until July 28, 2016, including in respect of the Company's hedging liabilities. The Company will work toward entering into a second forbearance agreement with the Lenders on or before July 28, 2016. The Company expects that the second forbearance of the Lenders would be subject to a number of conditions including that Lightstream would diligently advance the CBCA Plan Transaction and the SISP and obtain commitments for a new credit facility to be in place upon the completion of the CBCA Plan or the CCAA Sale Transaction, as applicable.
The Company has cash on hand, currently in excess of $26.4 million, and monthly oil and gas sales revenue which averaged $26.7 million per month for the previous two months. Lightstream intends to continue to operate our business and satisfy our obligations to our service providers, suppliers, contractors and employees in the ordinary course of business as we pursue the completion of the Recapitalization.
Additional Details Respecting the Proposed Recapitalization
As noted above, the parties are continuing to negotiate and finalize the more detailed terms of the proposed Recapitalization and are working to finalize the documentation necessary to implement the proposed Recapitalization. However, the features of the proposed CBCA Plan Transaction are expected to include the following key elements:
- prior to the CBCA Plan Transaction, the Company will seek to continue as a CBCA company;
- the Secured Noteholders, Unsecured Noteholders and Shareholders will each be placed in their own voting class for the purposes of considering and voting on the proposed CBCA Plan Transaction;
- Lightstream's Shareholder Rights Plan will be terminated and all rights thereunder will be cancelled and extinguished;
- on implementation of the proposed CBCA Plan Transaction, the capital structure of the Company will be as follows:
- the existing Common Shares will be consolidated and new Common Shares will be issued, with the result that approximately 100 million Common Shares will be outstanding,
- existing Shareholders will hold a total of 2.25% of the then-outstanding Common Shares and existing Shareholders will also receive Series 2 warrants equal to 7.75% of the total number of issued Common Shares (the Series 2 warrants will be exercisable for a period of five years following the effective date of the CBCA Plan Transaction and have a sliding scale exercise price between CDN$12.88 and CDN$14.96),
- the Secured Noteholders will hold a total of 95% of the then-outstanding Common Shares in full and final satisfaction of their Secured Notes and claims in connection therewith,
- the Unsecured Noteholders will hold a total of 2.75% of the then-outstanding Common Shares in addition to Series 1 warrants equal to 5% of the total number of issued Common Shares (the Series 1 warrants will be exercisable for a period of five years following the effective date of the CBCA Plan Transaction and have a sliding scale exercise price between CDN$10.25 and CDN$11.77), in full and final satisfaction of their Unsecured Notes and claims in connection therewith,
- no fractional Common shares or warrants will be issued and any fractional Common Shares or warrants that would have been issuable shall be rounded down to the nearest whole number, and
- the Company will endeavour to maintain the listing of its Common Shares on the Toronto Stock Exchange;
- the Revolving Facility will be replaced with a new credit facility;
- all incentive shares and deferred compensation shares under Lightstream's employee incentive plans will be adjusted to reflect the capital reorganization contemplated by the CBCA Plan Transaction and will have a maximum term of six months following completion of the Recapitalization;
- all outstanding stock options will be repurchased for nominal consideration or otherwise be terminated;
- Lightstream will amalgamate with our wholly owned subsidiary and continue to carry on business as a CBCA company;
- following implementation of the proposed CBCA Plan Transaction, the ownership percentages in the capital structure of Lightstream will be subject to post-implementation dilution to the extent that any Series 1 warrants, Series 2 warrants or existing options, incentive shares and deferred compensation shares existing under the Company's equity based compensation plans are exercised, or any Common Shares are issued pursuant to the Company's employee incentive plans;
- the board of directors of reorganized Lightstream shall consist of (i) the current Chief Executive Officer, (ii) one or more existing directors acceptable to the Ad Hoc Committee and (iii) other new individuals acceptable to the Ad Hoc Committee;
- the completion of the CBCA Transaction is expected to result in the creation of new "control persons" (as such term is defined in applicable securities laws) of the Company;
- all priority claims, including, without limitation, taxes payable and unpaid wages, will remain unaffected; and
- all trade debt will remain unaffected.
Annual General Meeting
With a view to reducing the expense and inconvenience to Shareholders associated with holding two separate meetings, Lightstream sought and received an extension from the TSX to postpone our Annual General Meeting to as late as September 30, 2016 in order to accommodate the Shareholder vote required for the Recapitalization. The Company will issue a press release when the exact record date and meeting date have been determined.
Information Provided to the Ad Hoc Committee
As part of our negotiations with the Ad Hoc Committee, and pursuant to confidentiality agreements, the Company provided Secured Noteholders who were parties to such agreements, with certain internal financial projections regarding the Company, including internal production forecasts, budgeting scenarios and reserves sensitivity analyses (the "Restructuring Information"). A copy of the Restructuring Information has been posted on the Company's website at www.lightstreamresources.com. This Restructuring Information was prepared by management of the Company as at May 31, 2016, represents a small sample of a number of possible scenarios and is subject to interpretation as well as a number of significant assumptions. As a result, readers are cautioned that the Restructuring Information does not necessarily reflect the Company's current circumstances or the current estimates or projections of management. Neither the board of directors of the Company nor any of its committees approved the projections or analyses contained in the Restructuring Information.
The Company does not, as a matter of course, publish reserves sensitivity analyses or our budgets or publish internal projections or forecasts of our anticipated financial position, expenditures, cash balances or cash flows. The Restructuring Information was prepared for the purposes of negotiating the transactions contemplated in the Support Agreement and was not prepared with a view to being disclosed publicly. It has been posted to the Company's website only because such information was made available to certain members of the Ad Hoc Committee and is not appropriate for any other purpose. Therefore, the Restructuring Information should not be regarded as an indication that Lightstream or any other person considered, or now considers, this information to be necessarily predictive of actual future results, and does not constitute an admission or representation by any person that such information is material, or that the expectations, beliefs, opinions, and assumptions that underlie such information remain the same as of the date of this press release. Given the highly speculative nature of the information provided and the assumptions underlying it, as well as the fact that the information represents only one of a number of possible scenarios, Lightstream does not view the Restructuring Information provided to the members of the Ad Hoc Committee and as subsequently posted to the Lightstream website as material. The Restructuring Information may be incomplete, may no longer be accurate, is subject to interpretation and should not be relied upon by any person in making an investment decision or for any other purpose.
In all cases, the Restructuring Information is also subject to significant risks, including the risk factors set forth in the Company's annual information form for the year-ended December 31, 2015 which is filed under the Company's profile on SEDAR at www.sedar.com (the "AIF") under the heading "Risk Factors" and under the headings "Risks and uncertainties" and "Sensitivities" in the Company's management's discussion and analysis for the year-ended December 31, 2015 and for the three-months ended March 31, 2016 which are also filed on SEDAR.
In addition to the foregoing, the financial information provided in the Restructuring Information was not prepared in accordance with International Financial Reporting Standards and is therefore unlikely to be comparable to similar information presented by other issuers. Neither the independent auditor of the Company nor any other independent accountant has examined the Restructuring Information nor expressed any opinion or other form of assurance on such Restructuring Information. For financial information respecting the Company, reference should be made to the Company's annual audited financial statements for the year-ended December 31, 2015 and accompanying management's discussion and analysis and its interim financial statements for the three-months ended March 31, 2016 and accompanying management's discussion and analysis, as filed on SEDAR. Further, as the Restructuring Information was not prepared with a view to being disclosed publicly, the internal production forecasts and reserves sensitivity analyses provided in the Restructuring Information was not prepared in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities or the related staff notices of the Canadian Securities Administrators and therefore should not be relied upon by investors. Information respecting the Company's reserves and resources is available in the Company's AIF under the headings "Statement of Reserves Data" and "Additional Information Relating to Reserves Data".
With respect to the Restructuring Information and subject to applicable securities laws, the Company does not intend to or anticipate that we will, and we further disclaim any obligation to furnish updated projections, sensitivity analyses or forecasts or similar forward looking information to holders of securities issued by the Company or to include such information in documents required to be filed with the applicable Canadian Securities Administrators or otherwise make such information publicly available.
Lightstream has retained TD Securities Inc. and Evercore Capital L.L.C. as our financial advisors, Lightstream's Board retained RBC Capital Markets as their independent financial advisor, and the Ad Hoc Committee retained BMO Capital Markets as its financial advisor for the recapitalization plan.
This press release provides only summary information in respect of the proposed Recapitalization, including only summary information relating to the terms of the Support Agreement, the Forbearance Agreement and the Preliminary Interim Order. Readers are urged to consult the full text of the Support Agreement, Forbearance Agreement and Order for further important information. Copies of these documents will be filed under the Company's profile on SEDAR at www.sedar.com and posted on the Company's website at www.lightstreamresources.com.
Lightstream Resources Ltd. is an oil and gas exploration and production company focused on light oil in the Bakken and Cardium resource plays. We are committed to delivering industry leading operating netbacks, strong cash flows and consistent operating results through leading edge technology applied to a multi-year inventory of existing and emerging resource play opportunities. Our long-term strategy is to efficiently develop our assets and deliver an attractive dividend yield.
Forward Looking Information. Certain information provided in this press release constitutes forward-looking information (within the meaning of applicable Canadian securities laws). Specifically, this press release contains forward-looking information in respect of the Recapitalization and the matters related thereto including the anticipated timing of certain events, including the timing, form, substance and receipt of the Preliminary Interim Order (including any stay proceedings) and the timing of the Interim Order Application, the second forbearance agreement, the negotiation of the final terms thereof, the commencement of the SISP and the ability of Lightstream to continue to operate its business in the ordinary course while pursuing the Recapitalization. The forward-looking statements are based on information currently available as well as certain expectations and assumptions concerning anticipated financial performance, business prospects and general market conditions. Although Lightstream believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Lightstream can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, which risks include, without limitation that the Company may not be able to complete the Recapitalization on the timeline or on the terms currently contemplated or at all, the Recapitalization may have an effect on the Company other than what is currently anticipated, the pursuit of the Recapitalization may divert management time and attention away from other business matters and that the Company's business is exposed to commodity price and exchange rate fluctuations and changes in the general conditions in the oil and gas industry and in general economic conditions. In addition, the Company is exposed to each of the risks set forth in the AIF which has been filed on SEDAR and can be accessed at www.sedar.com. Except as may be required by applicable securities laws, Lightstream assumes no obligation to publicly update or revise any forward-looking information provided herein or otherwise, whether as a result of new information, future events or otherwise.