Aug 29, 2017   SOURCE: BusinessWire

FloWorks International LLC Announces Extension of Exchange Offer for Senior Secured Notes

FloWorks International LLC (“FloWorks”) announced today that it, together with its wholly-owned subsidiary, Shale-Inland Finance Company (together with FloWorks, the “Issuers”), in connection with their July 25, 2017 private offer to exchange (the “Exchange Offer”) all of their outstanding $220,900,000 aggregate principal amount of 8.750% Senior Secured Notes due 2019 (the “Senior Secured Notes”) for either (x) an interest in new senior secured term loans and Class A Common Units of FloWorks Holdings, LLC, a newly formed Delaware limited liability company that will indirectly wholly own all of the outstanding equity interests of the Issuers (the “Class A Common Units”), or (y) $450 in cash per $1,000 principal amount of Senior Secured Notes, at the election of the exchanging holder, have extended the expiration time and associated voting deadline (the “Expiration Time”) of the Exchange Offer, from 5:00 p.m., Eastern Daylight Time, on August 28, 2017, to 5:00 p.m., Eastern Daylight Time, on September 1, 2017, subject to their right to further extend the Expiration Time.

As of 5:00 p.m., Eastern Daylight Time, on August 28, 2017, according to Prime Clerk LLC, the Information and Exchange Agent for the Exchange Offer, $179,805,000.00, or 81.39%, of the aggregate principal amount of the Senior Secured Notes had been validly tendered and not withdrawn in the Exchange Offer and voted in the affirmative pursuant to the Restructuring Support Agreement entered into in connection with the Exchange Offer.

In connection with the extension of the Expiration Time described herein, the Issuers have distributed an amendment to the Confidential Offering Memorandum and Disclosure Statement prepared in connection with the Exchange Offer (the “OM Amendment”). All holders of Senior Secured Notes have agreed to participate in the Exchange Offer pursuant to the terms set forth in the OM Amendment.

General

The Exchange Offer is being made pursuant to the exemption provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy any security. No recommendation is made as to whether the holders of Senior Secured Notes should tender their Senior Secured Notes in the Exchange Offer.

The offering of the Class A Common Units will not initially be registered under the Act or any state securities laws and the Class A Common Units may not be offered or sold in the United States absent an effective registration statement or in a transaction that is not subject to the registration requirements of the Act or any state securities laws.

Prime Clerk LLC is acting as the Information and Exchange Agent for the Exchange Offer. Questions concerning tender procedures and requests for additional copies of the Exchange Offer documents may be directed to Prime Clerk LLC at (844) 858-8887 (toll free) or (646) 757-8472 (international toll).

Neither FloWorks’ board of directors nor any other person makes any recommendation as to whether holders of Senior Secured Notes should exchange such notes, and no one has been authorized to make such a recommendation. Eligible holders of Senior Secured Notes must make their own decisions as to whether to exchange their Senior Secured Notes, and if they decide to do so, the principal amount of the Senior Secured Notes to exchange. Eligible holders of Senior Secured Notes should read carefully the Exchange Offer documents described above and related materials before any decision is made with respect to the Exchange Offer.

About FloWorks International LLC

FloWorks International LLC is a leading specialty supplier of pipe, valves, fittings and related products and an expert provider of flexible technical solutions to the energy and industrial sectors. FloWorks is headquartered in Houston, Texas, and currently operates more than 40 facilities worldwide. This close proximity to our customers allows FloWorks to act as a critical link in the supply chain. More information can be found at www.FloWorkspvf.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward looking” statements. All statements, other than statements of historical fact contained in this press release and other written or oral statements made by the Issuers or on their behalf, are forward-looking statements. We generally identify these statements by words or phrases, such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” “will,” “may” and similar words or phrases.

These statements are subject to risks, uncertainties, and other factors, including, but not limited to, the ability to satisfy the conditions to completion of the Exchange Offer and other restructuring transactions contemplated by the restructuring support agreement, including the refinancing of the Issuers’ other debt, the ability to confirm and consummate a plan of reorganization in accordance with the terms of the restructuring support agreement, risks attendant to the bankruptcy process, including the effects thereof on the Issuers’ business and on the interests of various constituents, the length of time that the Issuers might be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings, risks associated with third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization, potential adverse effects on the Issuers' liquidity or results of operations; and increased costs to execute the reorganization, estimates regarding the Issuers’ future financial position, liquidity and capital resources, operations and performance. The foregoing factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact the Issuers’ business. The Issuers believe that all forward-looking statements are based on reasonable assumptions when made; however, it cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and the Issuers undertake no obligation to update these statements in light of subsequent events or developments. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement.