Flint Energy Services Acquires Transco Energy Services

On December 1, 2006, Flint Energy Services Ltd. completed the acquisition of all of the issued and outstanding shares of Transco Energy Services Ltd.

Flint provides a full range of integrated midstream construction and production services through 46 operating locations throughout western and northern Canada and the southern and mid-western United States, as well as Transco's additional 40 locations, 25 of which provide transportation services and 15 of which provide tubular management throughout British Columbia, Alberta, Saskatchewan and the Northwest Territories.

Transco is a diversified energy services company with more than 1,200 employees operating from more than 40 locations throughout British Columbia, Alberta, Saskatchewan and the Northwest Territories. Through its operating divisions and subsidiaries, Transco operates two complementary business segments: an oilfield transportation and logistics segment and a tubular management segment.

The final aggregate purchase price of the acquisition of Transco was approximately $440 million, which was funded from cash on hand, the net proceeds received by Flint from its recent public offering of common shares, the expansion of Flint's credit facilities and the issuance of 1,879,637 Flint common shares to the Transco security holders. Additionally, $114.7 million in Transco's debt was assumed by Flint in the transaction.

Flint's public offering of common shares consisted of the offering, by way of a short-form prospectus, of 2,215,000 common shares at $56.50 per common share, which resulted in aggregate gross proceeds of $125,147,500. In addition, Flint granted the underwriters an over-allotment option to purchase up to an additional 221,500 common shares, which was fully exercised by the underwriters on November 30, 2006 for additional gross proceeds of $12,514,750, resulting in aggregate gross proceeds from the public offering and the over-allotment option of $137,662,250.

TD Securities Inc. acted as lead manager and bookrunner for the offering with a syndicate of underwriters including Peters & Co. Limited, Blackmont Capital Inc., FirstEnergy Capital Corp., Paradigm Capital Inc., Westwind Partners Inc., Sprott Securities Inc. and Tristone Capital Inc.

Flint was represented in respect of both the acquisition and the public offering by Bennett Jones LLP. In respect of the acquisition, the Bennett Jones team was led by Frank Layton, Q.C. (corporate) and included Mark Kortbeek, Christopher Skelton, Harinder Basra, Stephanie Wanke and Monica Smolik (corporate), Paul Farion, John MacNeil and Jason Marino (securities), Y. Beth Riley and Jo'Anne Strekaf (competition) and Darcy Moch (tax). With respect to the public offering, the Bennett Jones LLP team was led by Frank Layton, Q.C. (corporate) and included Mark Kortbeek (corporate) and Neil Stevenson, Jason Marino, Harinder Basra and Shannon Ward (securities).

Transco was represented by Osler, Hoskin & Harcourt LLP on the acquisition with a team that was led by Robert Lehodey, Q.C. and Pierre Magnan and included Rummy Basra, Heidi Wong and Shayna Staniloff (corporate and securities), Stan Ebel and Maureen McAlister (tax), Peter Glossop and Kevin Ackhurst (competition).

On the public offering, the syndicate of underwriters was represented by MacLeod Dixon LLP, with a team that was led by Kent Kufeldt and included Christopher Wolfenberg, Stacey Scott and Candace Herman (securities).


Peter L. Glossop Stephanie Wanke Jo'Anne Strekaf Rummy K. Basra Christopher M. Wolfenberg Frank P. Layton Darcy D. Moch Christopher R. Skelton Robert A. Lehodey Stanley R. Ebel Heidi Wong Candace T. Herman Paul M. Farion Monica Smolik Jason T. Marino Y. Beth Riley John D. MacNeil Mark P. Kortbeek Neil H. Stevenson Harinder Basra Kevin D. Ackhurst Shannon K. Ward Kent D. Kufeldt Pierre Magnan