Welltec Launches Senior Secured Notes Offering
Allerød, Denmark (September , 2021) — Welltec International ApS (Welltec) is launching an offering of $325 million in aggregate principal amount of its senior secured notes due 2026 (New Notes). Welltec intends to use the proceeds of the offering, the Equity Investment (as defined below) and cash on hand to (i) pay the consideration in connection with a tender offer (Tender Offer) to purchase for cash any and all of the 9.500% Senior Secured Notes due 2022 issued by Welltec A/S on November 28, 2017 (2022 Notes) and any accrued and unpaid interest on the 2022 Notes from the most recent interest payment date and to, but excluding the settlement date of the Tender Offer, (ii) redeem, satisfy and discharge any 2022 Notes not repurchased in the Tender Offer and (iii) pay estimated fees and expenses.
In connection with the offering of the New Notes, and conditioned upon the consummation thereof, Welltec’s two major shareholders have agreed to make an aggregate equity contribution of at least $50.0 million (the Equity Investment), in the form of subscribing for additional shares in Welltec International ApS.
The New Notes are being offered in a private placement transaction to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (Securities Act), and outside the United States in accordance with Regulation S under the Securities Act. No assurance can be given that the offering will be completed or, if completed, as to the terms on which it will be completed. The New Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Welltec® is a global technology company that develops and provides efficient, hi-tech solutions for the energy industry.
The company was founded in 1994 and grew rapidly by supplying innovative robotic technology to oil and gas operators. In 2010, Welltec introduced a new business segment focused on the development of Completion products. Commercialization of these products began in 2014, and the company is now a global leader in the field of metal expandable packer technology. Welltec’s cutting-edge products and services are designed to optimize the performance and integrity of a well, in any environment.
Through advanced engineering and lightweight design, Welltec’s solutions have helped clients increase operational efficiency and reduce carbon footprints in a safe and sustainable way for more than 25 years.
This news release is for information purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, nor shall there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This announcement is being distributed only to, and is directed at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) the high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this announcement relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 (Prospectus Regulation, including as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). The offer and sale of the notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
Neither the content of Welltec’s website nor any website accessible by hyperlinks on Welltec’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In addition to historical information, this news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. From time to time, we provide forward-looking statements in other materials we release to the public as well as oral forward-looking statements. We have tried, wherever possible, to identify such statements by using the words “believes,” “estimates,” “aims,” “targets,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “on-going,” “potential,” “product,” “projects,” “guidance,” “seeks,” “may,” “will,” “could,” “would,” “should” or, in each case, their negative, or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are based on potentially inaccurate assumptions and are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this news release. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this news release, those results or developments may not be indicative of results or developments in subsequent periods.
All forward-looking statements contained in this news release are qualified in their entirety by this cautionary statement. We undertake no obligation to update any forward-looking statements. Forward-looking statements speak only as of the date they are or were made, and we do not intend to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this news release, currently unknown facts or conditions or the occurrence of unanticipated events, except as required by law.
Søren Søgaard Suhr, CFO
Cell: +45 2034 0488