North American Energy Partners Announces $40 Million Bought Deal Offering of 5.50% Convertible Unsecured Subordinated Debentures

EDMONTON, ALBERTA--(Marketwired - Feb. 22, 2017) -

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North American Energy Partners Inc. ("NAEP" or "the Company") (TSX:NOA)(NYSE:NOA), an Edmonton-based heavy construction and mining contractor, is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") co-led by National Bank Financial Inc. and Canaccord Genuity Corp., under which the underwriters have agreed to purchase $40,000,000 aggregate principal amount of convertible unsecured subordinated debentures due March 31, 2024 (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). In addition, the Company has granted the Underwriters an over-allotment option to purchase up to an additional $6,000,000 aggregate principal amount of Debentures, on the same terms, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments, if any.

The Debentures will be subordinated, unsecured obligations of NAEP and will bear interest at a rate of 5.50% per annum, payable semi-annually in arrears on March 31 and September 30 of each year, commencing September 30, 2017. The Debentures will be convertible at any time at the option of the holders into common shares of the Company ("Common Shares") at a conversion price (the "Conversion Price") of $10.85 per share, being a conversion rate of 92.1659 common shares for each $1,000 principal amount of Debentures. The Debentures will mature on March 31, 2024 (the "Maturity Date").

The Debentures will not be redeemable prior to March 31, 2020. On and after March 31, 2020 and prior to March 31, 2022, the Debentures may be redeemed by the Company, in whole or in part from time to time, on not more than 60 days and not less than 30 days prior notice at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption, provided that the volume-weighted average trading price of the Common Shares on the TSX for the 20 consecutive trading days ending five trading days prior to the date on which notice of redemption is provided is at least 125% of the Conversion Price. On or after March 31, 2022 and prior to the Maturity Date, the Company may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.