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Nov. 30, 2012 /CNW/ - Cyrus Capital Partners, L.P. ("
CCP"), Cyrus Opportunities Master Fund II, Ltd. ("
COMF"), Crescent 1, LP ("
C1"), CRS Fund, Ltd. ("
CRSF"), Cyrus Europe Master Fund, Ltd. ("
CEMF"), Cyrus Select Opportunities Master Fund, Ltd. ("
CSMF") and FBC Holdings S.à.r.l. ("
FBC" and together with CCP, COMF, C1, CRSF, CEMF and CSMF, the "
Filing Parties") announce the acquisition of 8,200 common shares ("
Common Shares") of High Arctic Energy Services Inc. ("
High Arctic") at a price per share of
$1.8444 in transactions on the Toronto Stock Exchange on
November 29, 2012.
As previously reported, on
November 13, 2007, CCP acquired control or direction, direct or indirect, over
$23 million in aggregate principal amount of 12% unsecured convertible subordinated debentures of High Arctic due
December 31, 2012 (the "
Debentures"), beneficial ownership of which was acquired on that date by way of private placement by the Issuer to each of COMF, C1, CRSF and CEMF. On
April 23, 2010, COMF, C1, CRSF and CEMF each transferred beneficial ownership of all
$23 million in aggregate principal amount of the Debentures to FBC.
CCP is the investment manager of each of COMF, C1, CRSF and CEMF and exercised sole investment discretion over all Debentures held by each of them. COMF, C1, CRSF, CEMF and CSMF (collectively, the "
Funds") are the sole shareholders of FBC. CCP is one of two managers on the board of managers of FBC, and as the investment manager of the Funds, is solely responsible for exercising investment discretion with respect to FBC.
April 30, 2010 (i) Issuer and FBC signed in escrow an amending agreement (the "
Amending Agreement") pursuant to which the Issuer and FBC agreed to amend the terms of the Debentures (A) to change the "Conversion Price" of the Debentures from
$1.62 to $0.25 per Common Share, subject to adjustment from time to time, and (B) to provide that a holder of Debentures had the right at any time from the date of the Amending Agreement to
April 30, 2010, or such later date as approved by the Issuer in its sole discretion, at its option to convert the principal amount plus all interest owing under the Debentures, on the basis of 4,000 Common Shares for each
$1,000 principal amount of the Debentures so converted, and (ii) FBC signed in escrow a notice (the "
Conversion Notice") of the conversion by FBC of all
$23 million in aggregate principal amount of Debentures, and
$2,491,666.67 in interest accrued and payable thereon, for 101,966,666 Common Shares. The Amending Agreement and Conversion Notice were released from escrow and the conversion became effective on
May 21, 2010.
June 14, 2011, the Issuer completed a consolidation of its Common Shares on the basis of one (1) new post-consolidation Common Share for every five (5) pre-consolidated Common Shares. As a result, upon the completion of such consolidation (i) CCP may have been be deemed to have control or direction, direct or indirect, over 20,393,334 Common Shares and (ii) FBC, and the Funds as the sole shareholders of FBC, beneficially owned 20,393,334 Common Shares.
As a result of the previous conversion of the Debentures and the acquisition of the 8,200 Common Shares (i) CCP may be deemed to have control or direction, direct or indirect, over 20,401,534 Common Shares (or approximately 41.0% of the Common Shares outstanding on the date hereof) and (ii) FBC, and the Funds as the sole shareholders of FBC, each beneficially own 20,401,534 Common Shares (or approximately 41.0% of the Common Shares outstanding on the date hereof).