Gibson Energy Inc. entered into a definitive agreement to acquire OMNI Energy Services Corp. from Wellspring Capital Partners IV, L.P sponsored by Wellspring Capital Management LLC for approximately $450 million.
October 11, 2012
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Gibson Energy Inc. (TSX:GEI) entered into a definitive agreement to acquire OMNI Energy Services Corp. from Wellspring Capital Partners IV, L.P sponsored by Wellspring Capital Management LLC for approximately $450 million on October 11, 2012. Under the terms of the agreement, OMNI will have working capital of $43.5 million, no debt and no cash at closing. Post acquisition, OMNI shall add 1,091 employees to the Gibson team, including strong management and operations groups. The deal will terminate if not completed by December 31, 2012. Gibson Energy will pay to OMNI a termination fee of $20 million.
In connection with the acquisition, Gibson has agreed to sell, on a bought deal basis, an aggregate of 15.84 million subscription receipts for gross proceeds of approximately $357.46 million (CAD 350 million). The acquisition shall be financed with $357.46 million (CAD 350 million) subscription receipt offering, cash on balance sheet and capacity under Gibson Energy's revolving credit facility. Gibson Energy will have access to at least $70 million in immediately available funds under its credit facilities to fund a portion of the purchase price and any fees and expenses incurred in connection with the transaction.
The acquisition is subject to customary approvals including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. It has been approved by the Board of Directors of Gibson Energy and OMNI Energy Services. The transaction is expected to get completed on or about October 31, 2012. Sean Brown, John Manning and Michael Spencer of BMO Capital Markets Corp. acted as the financial advisors for Gibson's Board of Directors. Jason Silvera, Nick Luongo, Jordan Miller, Paul Chan, Hilary Jay, David Kuiper, Michael Feeley, Aron Potash, David Taub, Julie Crisp, Larry Stein and Lauren Murphey of Latham & Watkins LLP and Will Osler, Kahlan Mills, Sandra Malcolm, Alan Rautenberg, Pat Brennan and Jeremy Russell of Bennett Jones LLP acted as legal advisors for Gibson Energy. Angelo Bonvino, Nick Ramphal, Samuel Welt and James Schwab of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Sebastien Theriault, Sylvain Cossette and Trevor Rowles of Davies Ward Phillips & Vineberg LLP acted as legal advisors for Wellspring Capital Management LLC. BlackArch Partners LP acted as financial advisor to OMNI. The conversion was done through www.oanda.com on October 11, 2012.
Gibson Energy Inc. is a liquids infrastructure company. The Companyâs principal businesses consist of the storage, optimization, processing, and gathering of liquids and refined products. Its segments include Infrastructure and Marketing. The Infrastructure segment includes a network of liquids infrastructure assets that include oil terminals, rail loading and unloading facilities, gathering pipelines, a crude oil processing facility, and other small terminals. The Marketing segment is involved in the purchasing, selling, storing, and optimizing of hydrocarbon products as part of supplying the Moose Jaw Facility and marketing its refined products, as well as helping to drive volumes through the Companyâs key infrastructure assets. The Marketing segment also engages in optimization opportunities. The Company's operations are located across North America, with core terminal assets in Hardisty and Edmonton, Alberta, Ingleside, Texas, and including a facility in Moose Jaw, Saskatchewan.
Gibson Energy Inc. entered into a definitive agreement to acquire OMNI Energy Services Corp. from Wellspring Capital Partners IV, L.P sponsored by Wellspring Capital Management LLC for approximately $450 million.
GIBSON ENERGY INC. 
