OKLAHOMA CITY, Nov. 07, 2018 (GLOBE NEWSWIRE) -- v
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Posted On: 11/07/2018 6:51:16 PM
OKLAHOMA CITY, Nov. 07, 2018 (GLOBE NEWSWIRE) -- via NetworkWire - Six Six Five Energy, Inc. (OTCBB: SSOF), formerly Sixty Six Oilfield Services, Inc., announces that it has completed and executed a Letter of Intent (“LOI”) for certain assets to be acquired for cash and stock by 10sion Holdings, Inc., and that the Company supports 10sion’s S-1 filing with the Securities and Exchange Commission on October 29, 2018.
The LOI and S-1 are the first of two steps in the acquisition process. It should be noted that performance by both parties are required for completion of the anticipated acquisition. The intent is that 10sion is willing and able to purchase 665 Energy’s Fluid End Sales for an agreed sum of $10.5 million plus equity and, additionally, provide equity and debt capital for Fluid End to complete its anticipated Rig transactions. Further, Fluid End Sales must meet internal revenue performance benchmarks as agreed between 10sion and Fluid End Sales and, additionally, be willing and able to complete the anticipated Rig transactions with Fluid End Sales’ customers in the event 10sion is able to provide the transaction capital. Although there is the expectation by both parties that each will be successful in their respective performance requirements, there are no guarantees that the acquisition will be completed.
The next step in the acquisition is the completion, acceptance and execution of a definitive acquisition agreement along with commitments for investment capital, neither of which is complete. It should be expected that the current S-1 statement by 10sion will be amended and adjusted to reflect the provisions and terms of the definitive acquisition agreement and that the executive management and board of directors of both Fluid End Sales and 10sion, including the role of Mr. Ken Bland, the current Chief Executive Officer of 10sion will be adjusted to best reflect the focus of the company and support the direction of the controlling shareholders.
“The acquisition of Fluid End by 10sion potentially provides Six Six Five Energy and Fluid End Sales the opportunity for transaction and acquisition capital, as well as an opportunity to build lasting long-term value within a holding company framework. This provides opportunities for growth, diversification and expansion, and possible up listing to a broader exchange, all of which are of value to our shareholders. We understand that our public shareholders will have a number of questions regarding our decision to take this step and we will do our best to answer those questions as information becomes available for disclosure to the public,” states Jim Frazier, executive vice president of Six Six Five Energy.
About Six Six Five Energy, Inc.
Six Six Five Energy, formerly Sixty Six Oilfield Services, is now a third-generation heavy oil field equipment company founded in Oklahoma in 1959. Subsequent to the period ended June 30, 2018, the Company has completed the exchange with Fluid End Sales (doing business as Five Star Rig and Supply) which was established as a family owned business in 1983. The Company focuses on supplying the oil industry with custom drilling rigs, heavy-weight drill pipe, drill collars, pup joints, pony collars, handling tools, tubing, casing, blow-out preventers, engines, compressors and other select equipment to customers world-wide through its facilities in Oklahoma City. The Company’s services include the sale of new equipment, sale of refurbished and certified used equipment, as well as rental of oilfield equipment. For more information, visit www.665Energy.com
SAFE HARBOR AND INFORMATIONAL STATEMENT
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may", "would", "will", "expect", "estimate", "anticipate", "believe", "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company's reports filed with the SEC. The Company is not eligible to rely on the safe harbor provided by Section 21E(c) of the Exchange Act because it is not subject to filing periodic reports under Sections 13 or 15(d) of the Exchange Act.
The LOI and S-1 are the first of two steps in the acquisition process. It should be noted that performance by both parties are required for completion of the anticipated acquisition. The intent is that 10sion is willing and able to purchase 665 Energy’s Fluid End Sales for an agreed sum of $10.5 million plus equity and, additionally, provide equity and debt capital for Fluid End to complete its anticipated Rig transactions. Further, Fluid End Sales must meet internal revenue performance benchmarks as agreed between 10sion and Fluid End Sales and, additionally, be willing and able to complete the anticipated Rig transactions with Fluid End Sales’ customers in the event 10sion is able to provide the transaction capital. Although there is the expectation by both parties that each will be successful in their respective performance requirements, there are no guarantees that the acquisition will be completed.
The next step in the acquisition is the completion, acceptance and execution of a definitive acquisition agreement along with commitments for investment capital, neither of which is complete. It should be expected that the current S-1 statement by 10sion will be amended and adjusted to reflect the provisions and terms of the definitive acquisition agreement and that the executive management and board of directors of both Fluid End Sales and 10sion, including the role of Mr. Ken Bland, the current Chief Executive Officer of 10sion will be adjusted to best reflect the focus of the company and support the direction of the controlling shareholders.
“The acquisition of Fluid End by 10sion potentially provides Six Six Five Energy and Fluid End Sales the opportunity for transaction and acquisition capital, as well as an opportunity to build lasting long-term value within a holding company framework. This provides opportunities for growth, diversification and expansion, and possible up listing to a broader exchange, all of which are of value to our shareholders. We understand that our public shareholders will have a number of questions regarding our decision to take this step and we will do our best to answer those questions as information becomes available for disclosure to the public,” states Jim Frazier, executive vice president of Six Six Five Energy.
About Six Six Five Energy, Inc.
Six Six Five Energy, formerly Sixty Six Oilfield Services, is now a third-generation heavy oil field equipment company founded in Oklahoma in 1959. Subsequent to the period ended June 30, 2018, the Company has completed the exchange with Fluid End Sales (doing business as Five Star Rig and Supply) which was established as a family owned business in 1983. The Company focuses on supplying the oil industry with custom drilling rigs, heavy-weight drill pipe, drill collars, pup joints, pony collars, handling tools, tubing, casing, blow-out preventers, engines, compressors and other select equipment to customers world-wide through its facilities in Oklahoma City. The Company’s services include the sale of new equipment, sale of refurbished and certified used equipment, as well as rental of oilfield equipment. For more information, visit www.665Energy.com
SAFE HARBOR AND INFORMATIONAL STATEMENT
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may", "would", "will", "expect", "estimate", "anticipate", "believe", "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company's reports filed with the SEC. The Company is not eligible to rely on the safe harbor provided by Section 21E(c) of the Exchange Act because it is not subject to filing periodic reports under Sections 13 or 15(d) of the Exchange Act.
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