STEP Energy Services and ARC Energy Fund 8 terminate privatization deal

Company

STEP Energy Services Ltd.

Law Firm / Organization
Burnet, Duckworth & Palmer LLP
Law Firm / Organization
Stikeman Elliott LLP

Company

ARC Financial Corp.

Law Firm / Organization
Norton Rose Fulbright Canada LLP

Company

ATB Financial

Law Firm / Organization
Dentons Canada LLP

Company

Royal Bank of Canada

Law Firm / Organization
Dentons Canada LLP

STEP Energy Services Ltd. (TSX: STEP) had agreed to be taken private by ARC Energy Fund 8 in an all-cash transaction, with ARC acquiring all minority shares for $5.00 per share, a 40% premium to STEP’s November 1, 2024, closing price. The deal, structured as a plan of arrangement, was expected to close by December 23, 2024, pending shareholder and court approvals. However, on December 19, 2024, STEP and ARC mutually agreed to terminate the arrangement agreement due to the inability to secure the required minority shareholder approval. The termination occurred without liability or cost to either party.

STEP’s board and a special committee of independent directors had initially approved the transaction after reviewing a valuation and fairness opinion from Ernst & Young LLP. Peters & Co. Limited served as financial advisor to the Special Committee, with Stikeman Elliott LLP acting as STEP’s legal counsel and Burnet, Duckworth & Palmer LLP advising the Special Committee. ARC was advised by RBC Capital Markets as lead financial advisor, ATB Capital Markets as co-financial advisor, and Norton Rose Fulbright Canada LLP as legal counsel. ATB Financial and RBC were set to provide a senior credit facility, with Dentons Canada LLP as legal counsel to the lenders.

Merger & Acquisition
Energy
Undisclosed/Confidential
Closed
19 December 2024