Secure Energy Services Inc. Announces Strategic Acquisition of Predator Midstream Ltd.

Secure Energy Services Inc. Announces Strategic Acquisition of Predator 
Midstream Ltd. 
CALGARY, ALBERTA -- (Marketwired) -- 08/12/14 --  SECURE Energy
Services Inc. ("Secure" or the "Corporation") (TSX: SES) is pleased
to announce that it has entered into an agreement to acquire all of
the assets of Predator Midstream Ltd. ("Predator") for an aggregate
purchase price of approximately $107 million, subject to certain
customary closing conditions. 
Summary of the Acquisition 
Predator is a privately owned company headquartered in Calgary,
Alberta. Predator owns and operates three existing transloading rail
terminals located in Alberta at Mannville, Alliance and High Prairie.
Predator transloads crude oil from truck to rail and has the ability
to offer the customer access to its current fleet of 275 rail cars.
Predator has well established relationships with both producers and
refiners which have contributed to its successful growth as it
provides Canadian oil producers access to high value markets. 
Predator's management team has demonstrated the ability to execute on
capital projects and has earned a reputation as a leader in moving
crude by rail for Canadian oil producers. The Predator management
team is led by CEO and founder, Joel MacLeod. Mr. MacLeod, along with
his management and operational team will continue to operate the
day-to-day business. 
Acquisition Details 
Total consideration for the Predator acquisition is $107 million,
subject to certain closing adjustments. The purchase price is being
paid with $65 million in cash and the balance of $42 million through
the issuance of common shares of SECURE. Closing is expected to occur
on or about August 15, 2014. 
The expected range for Predator's contribution to consolidated
EBITDA, adjusted for an August 15, 2014 closing date, for the
remainder of 2014 is anticipated to be in the range of approximately
$5 to $7 million. The expected 2015 annualized run rate EBITDA is
anticipated to be in the range of approximately $17 to $20 million
reflecting full year utilization of assets put into operations during
2014. 
Strategic Rationale 
The strategic acquisition of Predator further strengthens SECURE's
midstream infrastructure by offering SECURE customer's enhanced
market access at the field level and to downstream
markets.Transporting crude oil by rail continues to become more
prevalent with many crude oil producers due to pipeline constraints.
The addition of Predator's three transloading terminals to SECURE's
Full Service Rail ("FSR") offering provides an immediate rail
facility network that complements SECURE's pipeline connected Full
Service Terminals ("FST"). In addition to their existing transloading
terminals, Predator has numerous midstream projects in various stages
of development that are in alignment with SECURE's midstream growth
strategy. 
We are pleased to welcome Predator's experienced management and
operational staff to Secure. "The acquisition of Predator is an
exciting addition that complement's Secure's existing midstream
infrastructure" states Rene Amirault, Chairman, President and Chief
Executive Officer of Secure. "This acquisition further enhances our
service offering allowing our customers to access an expanded network
of facilities. With continued restrictions on available pipeline
access, Predator and Secure are aligned that it is imperative we
provide our customers with the most efficient, safe and cost
effective solution to moving their crude oil to market." 
"The entire Predator Team is excited to become an integral part of
Secure where there will be both immediate and long term synergies for
the combined entity. We plan to continue to aggressively develop and
expand market access for producers and refiners through our rail
network" states Joel Macleod, President and Chief Executive Officer
of Predator. 
About SECURE Energy Services Inc. 
SECURE is a TSX publicly traded energy services company that focuses
on providing specialized services to upstream oil and natural gas
companies. 
The Corporation operates three divisions: 
Processing, Recovery and Disposal Division ("PRD"): The PRD division
owns and operates midstream infrastructure that provides processing,
storing, shipping and marketing of crude oil, oilfield waste disposal
and recycling. Specifically these services are clean oil terminalling
and rail transloading, custom treating of crude oil, crude oil
marketing, produced and waste water disposal, oilfield waste
processing, landfill disposal, and oil purchase/resale service.
Secure currently operates a network of facilities throughout western
Canada and in North Dakota, providing these services at its full
service terminals, landfills and stand-alone water disposal
facilities. 
Drilling Services Division ("DS"): The DS division provides equipment
and chemicals for building, maintaining, processing and recycling of
drilling and completion fluids. The drilling fluids service line
comprises the majority of the revenue for the division which includes
the design and implementation of drilling fluid systems for producers
drilling for oil, bitumen and natural gas. The DS division focuses on
providing products and systems that are designed for more complex
wells, such as medium to deep wells, horizontal wells and horizontal
wells drilled into the oil sands. 
OnSite Division ("OS"): The operations of the OS division include
environmental services which provide pre-drilling assessment
planning, drilling waste management, remediation and reclamation
assessment services, laboratory services, and "CleanSite" waste
container services; integrated fluid solutions which include water
management, recycling, pumping and storage solutions; and projects
which include pipeline integrity (inspection, excavation, repair,
replacement and rehabilitation); demolition and decommissioning and
reclamation and remediation of former wellsites, facilities,
commercial and industrial properties. 
Forward Looking Statements 
Certain statements contained in this document constitute
"forward-looking statements" and/or "forward-looking information"
and/or "financial outlooks" within the meaning of applicable
securities laws (collectively referred to as forward-looking
statements). When used in this document, the words "may", "would",
"could", "will", "intend", "plan", "anticipate", "believe",
"estimate", "expect", and similar expressions, as they relate to
Secure, or its management, are intended to identify forward - looking
statements. Such statements reflect the current views of Secure with
respect to future events and operating performance and speak only as
of the date of this document. Forward-looking statements included or
implied in this news release may include, but are not limited to: the
acquisition of the assets of Predator by SECURE; the anticipated
closing date; EBITDA of Predator; EBITDA contribution of the Predator
assets to SECURE; general market conditions; the oil and natural gas
industry; activity levels in the oil and gas sector, including market
fundamentals and drilling levels; demand for the Corporation's
services; expansion strategy; completion of facilities; the impact of
new facilities on the Corporation's financial and operational
performance; and acquisition strategy. 
Forward-looking statements concerning expected operating and economic
conditions are based upon estimated results as well as the assumption
that increases in market activity and growth will be consistent with
industry activity in Canada, and the United States, and growth levels
in similar phases of previous economic cycles. 
Forward-looking statements involve significant risks and
uncertainties, should not be read as guarantees of future performance
or results, and will not necessarily be accurate indications of
whether such results will be achieved. Readers are cautioned not to
place undue reliance on these statements as a number of factors could
cause actual results to differ materially from the results discussed
in these forward-looking statements, including but not limited to
those factors referred to and under the heading "Business Risks" in
SECURE's Management's Discussion and Analysis for the three months
ended March 31, 2014 and under the heading "Risk Factors" in the
Corporation's annual information form ("AIF") for the year ended
December 31, 2013 and also includes the risks associated with the
possible failure to realized the anticipated synergies in integrating
the operations of Predator with the operations of SECURE. Any
"financial outlook" in this press release, as defined by applicable
securities legislation, has been approved by management of SECURE and
is included for the purpose of illustrating the materiality of the
acquisition of the assets of Predator, and for no other purpose.
Although forward-looking statements contained in this document are
based upon what the Corporation believes are reasonable assumptions,
the Corporation cannot assure investors that actual results will be
consistent with these forward-looking statements. The forward-looking
statements in this document are expressly qualified by this
cautionary statement. Unless otherwise required by law, Secure does
not intend, or assume any obligation, to update these forward-looking
statements. 
Non GAAP Measures 
The Corporation uses accounting principles that are generally
accepted in Canada (the issuer's "GAAP"), which includes,
International Financial Reporting Standards ("IFRS"). In addition,
this press release refers to the Non-GAAP financial measure EBITDA in
respect of Predator. EBITDA is not a recognized measure under IFRS
and does not have any standardized meaning prescribed by IFRS. EBITDA
as used by the Corporation may not be comparable to similar measures
presented by other reporting issuers. See the management's discussion
and analysis available at www.sedar.com for a reconciliation of
historical EBITDA of the Corporation to the equivalent IFRS measure,
which is illustrative of the determination of EBITDA in respect to
Predator. Management believes that in addition to net earnings,
EBITDA is a useful supplemental measure as it provides an indication
of the results generated by the principal business activities of
Predator prior to consideration of how those activities are financed
or how the results are taxed. EBITDA should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with GAAP. 
Website: www.SECURE-energy.ca 
Contacts:
SECURE Energy Services Inc.
Rene Amirault
Chairman, President and Chief Executive Officer
(403) 984-6100
(403) 984-6101 (FAX) 
SECURE Energy Services Inc.
Allen Gransch
Chief Financial Officer
(403) 984-6100
(403) 984-6101 (FAX)
 
 
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