Civeo Corporation (canada) · NYSE:CVEO
Civeo Corporation (canada) — Civeo — Merger or Acquisition (November 2017)
20 slides from Civeo Corporation (canada)'s merger presentation, Nov 27, 2017
Slide 1: Civeo to Acquire Noralta Lodge
Ms. C | Ve O Stay Well. Work Well. Civeo to Acquire Noralta Lodge Investor Presentation November 27, 2017
Slide 2: Forward Looking Statements
Ms. CIVEO Forward Looking Statements Statements included in this presentation regarding the proposed transaction; its benefits; increases in Civeo's operating cash flow; proforma leverage ratio; estimated annual revenues under contracts; expected synergies; contract visibility; opportunities, timing
Slide 3: Additional Information and Where to Find It
Ms. CIVEO Additional Information and Where to Find It ‘This communication does not constitute an offer to buy, or solicitation of an offer to sell, any securities of Civeo. This communication relates to a proposed transaction between Civeo and Noralta that will become the subject of a proxy statemen
Slide 4: Executive Summary
Ms - CIVEO Exect CXEC summary iveo Corporation (“Civeo”) and Noralta Lodge Ltd. (“Noralta”) have entered into ad agreement for Civeo to acquire 100% of Noralta’s equity for approximately C$367 million (or US$289 million) on a cash-free, debt-free basis, subject to adjustments, comprising approximate
Slide 5: Strategic Rationale for Transaction
Strategic Rationale for Transacti Ms CIVEO on Solidifies Financial and Competitive Position in Canadian Oil Sands Region Strengthens Civeo’s Workforce Solutions Priorities Solidifies Operations-Focused * Opportunity to pursue other business development and commercial opportu Positions Civeo to bette
Slide 6: Noralta Overview
Noralta Overview Strong Relationships with Blue Chip Customers and Robust Margin Profile = Pro ler of third-party workforce accommodation Canadian oil sands region — Headquarters in Nisku, Alberta with 632 employees Operates eleven lodges with more than 7,800 guest rooms comprised of 5,720 owned roo
Slide 7: Noralta's Strong Competitive Position
Ms. CIVEO Noralta’s Strong Competitive Position '__ > pene KoE — Joint Venture = Founded in 2016 by Fort McKay First Nation and Noralta, Dene Koe joint venture provides superior open lodging, facilities management and workforce services to companies operating in Northem Alberta Key customers focus o
Slide 8: Pro Forma Lodge Footprint in Canada
Ms. Pro Forma Lodge Footprint in Canada SINS Creating the Partner of Choice for Oil Sands Workforce Accommodations © Noralta Lodge Q@»- ¥ Cold Lake Will be premier workforce accommodations providerin Canadian oil sands region in the larger workforce accommodations market Will serve the lifecycle of
Slide 9: Creating Value for Stakeholders
Creating Value for Stakeholders An Industry Leader in Financial Performance (us Dollars in mions) = Acquiring company with strong EBITDA margins Growing exposure to less-cyclical operations, maintenance and turnaround spending = Expected annual syne ion by 2019, primarily related to operational and
Slide 10: Transaction Maximizes Exposure to Full Project Life Cycle
Transaction Maximizes Exposure to Full Project Life Cycle © CIVEO Noralta’s Contracts Provide Increased Visibility from Key Customers with Long-Term Operations, Maintenance and Turnaround Projects = Room demand: Stable, recurring personnel needs for ongoing operations — Customers focusing on stream!
Slide 11: Mutual Commitment to Service Quality
MH Mutual Commitment to Service Quality chee Continually Enhancing the Customer Experience Is a Key Strategic Priority * Noralta’s owned lodges are primarily premium private rooms, which is an important differentiator relative to competing lodge providers = The two companies are committed to sharing
Slide 12: Transaction Consideration Details
Ms. Transaction Consideration Details EINES = Under the terms of the agreement, Civeo would acquire 100% of Noralta’s equity for approximately C$367 million) on a cash-free, debt-free basis, subject to adjustments, comprising approximately: = €$210 million (or US$165 million) in cash — Civeo expects
Slide 13: Transaction Consideration Details (continued)
Ms. CIVEO Transaction Consideration Details (continued) Governance Closing Upon closing, Noralta’s equity holders would be granted the right to nominate one mutually agreed upon individual to Civeo’s board of directors — Civeo expanding the board to eight members The transaction is subject to custom
Slide 14: Delevering Impact of the Transaction
Delevering Impact of the Transaction (US Dollars in millions except for ratios) Cash Current debt U.S. Term Loan Canadian Term Loan Revolving credit facilities Total debt $ Total debt to LTM Adjusted EBITDA (Bank Def.’ Leverage covenant Nota: Analysigassumes an axchangerateof0.79 USDte CAD @ 5.85x N
Slide 15: Anticipated Timing
Ms Anticipated Timing CIVEO November 27, 2017 = Announcement = File U.S. proxy statement with SEC December 2017 le for regulatory approval from Canadian authorities SEEMS ORTEIN PLONE = Receipt of regulatory approvals and Competition Act approval March 2018 Mail proxy April 2018 = Shareholder vote a
Slide 16: The Civeo/Noralta Investment Thesis
Ms. 7 P | The Civeo/Noralta Investment Thesis SINS Market Leadership, Financial Strength and Strategic Flexibility at Discounted Valuation = Pursuing opportunities to service more customer-owned accommodation facilities 5 = Enhancing customer experience through commitmentto safety, service quality a
Slide 17: Questions & Answers
CIVEO Questions & Answers
Slide 18: Appendix
Appendix Investor Presentation November 27, 2017
Slide 19: Civeo EBITDA and Adjusted EBITDA Reconciliation
Ms. Civeo EBITDA and Adjusted EBITDA Reconciliation CIVEO (WS. Dollarsinmilions) The term EBITDA is defined as net income (loss) plus interest, taxes, depreciation and amortization. The term Adjusted EBITDA is defined as EBITDA adjusted to exdude impairment charges and certain other costs. EBITDA an
Slide 20: Noralta EBITDA Reconciliation
Ms. Noralta EBITDA Reconciliation chee (Canadian Dollars in millions. Prepared under Canadian Accounting Standards for Private Enterprises (ASPE)) The term EBITDA is defined as net income (loss) plus interest, taxes, depreciation and amortization. EBITDA is not a measure of financial performance und