Best Energy Services, Inc., formerly Hybrook Resources, Inc., issued a corporate update detailing a series of recent events and transactions that have established Best Energy Services as an operating company in the oil field service sector.
Specifically, on February 14, 2008, the company secured a $25 million term and revolving credit facility from PNC Bank. On the same date, Best Energy Services closed on a private equity offering that as of that date yielded $8.64 million in gross proceeds to the company. The offering provided for the unregistered sale of 8,640 Units, comprising the total issuance of 5.4 million shares of common stock and 777,600 shares of Series A Convertible Preferred Stock to 64 institutional and accredited investors.
Each unit, priced at $1,000, consisted of 625 shares of common stock and 90 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has a stated face value of $10 per share, which shall be redeemed by the company using no less than 25% of its net after tax income each year. The unredeemed portion of the face value will bear interest at an annual rate of 7%, payable quarterly in cash or in kind at the then-current market price, at the company's option. The unredeemed face value may be converted into common stock by the holder at a conversion price of $4.00 per share, or by the company at a conversion price of $4.00 in the event that the company's common stock closes at a market price of $9.60 per share or higher for more than 20 consecutive trading days.
The New York City-based investment banking firm of Andrew Garrett, Inc. served as the exclusive placement agent on the transaction.
In tandem with the closing of both the debt and equity financings, Best Energy Services completed the following planned acquisitions and asset purchases: acquired 100% interest in Best Well Service, Inc.; acquired 100% interest in Bob Beeman Drilling Company; acquired certain assets of American Rig Housing, Inc. Specifically, Best Energy Services acquired from its owner, Larry Hargrave, all customers, oil field rig houses, motor vehicles, rolling stock and related equipment and right and title to the name "American Rig Housing." The company also acquired certain assets of BB Drilling, Co. from its owner, Bob Beeman, consisting of drilling rigs, motor vehicles, rolling stock, pumps and related tools and equipment and certain assets of Drill Site Services & Investments, LLC from its owner, Todd Beeman, consisting of drilling rigs, motor vehicles, rolling stock, pumps and related tools and equipment.
Retaining much of their pre-existing corporate structure and management teams, Best Well Service and Bob Beeman Drilling Company will operate as wholly owned subsidiaries of Best Energy Services, but will collaborate to leverage and optimize their respective strengths and complementary service offerings.
Best Energy Services also announced the formation of its new Board of Directors providing for the appointment of the following members: Larry Hargrave, Chairman and Chief Executive Officer of the Company; Tony Bruce, Director; Mark Harrington, Director; Jim Carroll, Director; David Gad, Director; and Joel Gold, Director.
On February 14, 2008, the Board voted in favor of changing the company's corporate name from "Hybrook Resources, Inc." to "Best Energy Services, Inc.;" its ticker symbol from "HYBK" to "BEYS," and its fiscal year end from January 31 to December 31, in keeping with the current fiscal year observed by both of its acquired subsidiaries. As a result of the fiscal year change, the company will report its 2007 year end results on or before March 31, 2008 and its consolidated first quarter results on or before May 15, 2008.
After factoring shares issued in association with the private equity offering and noted acquisitions, the company has 17,551,875 shares of common stock and 777,600 Series A Preferred Stock issued and outstanding.
The company filed two Form 8-K reports, dated February 21, 2008 and March 4, 2008, with the U.S. Securities and Exchange Commission, which provide more detailed information relative to the financing transactions, acquisitions and other business matters described in this news release.
Commenting on Best Energy Services' many recent achievements, CEO Larry Hargrave noted, "There is much to be proud of and plenty of hardworking people to credit for our success to date. But, there is also much hard work ahead of us if we are to realize our growth objectives. The consolidation of Best Well Service, Bob Beeman Drilling and American Rig Housing under the Best Energy umbrella has empowered us with a fundamentally strong and profitable operating platform that is expected to support and fuel solid organic growth over the coming years."
Continuing, Hargrave said, "Given the proceeds from our recent equity offering and the additional funds available to us through our $25 million revolving credit facility, we enjoy the tactical advantage of being able to move quickly and decisively on those business opportunities that are well aligned with our long term growth strategy. Moreover, by relying upon and leveraging the skill and experience of our management team and Board of Directors, 2008 promises to be a very productive year for our company, marked by important milestones and accomplishments."
In closing, Hargrave added, "I'd like to formally welcome our new shareholders and thank everyone for your collective show of confidence in Best Energy Services. We look forward to keeping you well informed of our progress and intend to work very hard to build a lasting, successful company with whom we will all be proud to be associated."
The company is currently developing a corporate website that is expected to be launched in the near future.
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