Gibson Energy Inc. Announces Closing of Subscription Receipt Offering

Oct 29, 2012

/Not for distribution to U.S. newswire services or for dissemination in the United States/

Unless otherwise indicated all financial figures are in Canadian dollars

CALGARY, Oct. 29, 2012 /CNW/ - Gibson Energy Inc. ("Gibson"), (TSX: GEI), is pleased to announce that it has closed its previously announced "bought deal" offering of 18,216,000 subscription receipts (including the exercise in full of the over-allotment option granted to the underwriters to purchase an additional 2,376,000 subscription receipts) at a price of $22.10 per subscription receipt for gross proceeds of approximately $403 million (the "Offering").  The net proceeds of the Offering will be used to finance a portion of the purchase price for of all the issued and outstanding common stock of the parent holding company of OMNI Energy Services Corp. ("OMNI").  The subscription receipts will commence trading on the Toronto Stock Exchange today under the symbol GEI.R.

On October 11, 2012, Gibson announced that it had entered into a definitive agreement (the "Agreement") to acquire OMNI for US$445 million (the "Acquisition").  The purchase price assumes that OMNI will have, at closing, working capital of US$43.5 million, no debt and no cash.  OMNI is a privately held provider of environmental and production services to the oil and gas industry and is based in Carencro, Louisiana.  OMNI has a strong competitive position in most major oil and liquids focused areas in the United States (including, but not limited to, the U.S. Bakken, Granite Wash, Eagle Ford, Tuscaloosa Marine, Mississippi Lime and the Gulf of Mexico) with a significant focus on environmental and production-related activities.

Each subscription receipt entitles the holder thereof to receive, without payment of additional consideration or further action, upon closing of the Acquisition and upon satisfaction of certain escrow release conditions, one common share of Gibson plus an amount equal to the cash dividends Gibson declares on the common shares, if any, for record dates which occur during the period from and including today, up to but not including the date the Acquisition closes, net of any applicable withholding taxes.

The net proceeds from the sale of the subscription receipts are being held by an escrow agent pending receipt of all approvals required to finalize the Acquisition and fulfillment or waiver of all other outstanding conditions precedent to closing the Acquisition. In the event such approvals and conditions are not satisfied prior to January 31, 2013 or if the Agreement is terminated prior to such time, or Gibson advises the underwriters or discloses to the public that it does not intend to proceed with the Acquisition, the holders of the subscription receipts will be entitled to receive an amount equal to the full subscription price thereof plus their pro rata share of the interest earned on the escrowed funds, net of any applicable withholding taxes.  The closing of the Acquisition is expected to occur on or about October 31, 2012.

The Offering was conducted through a syndicate of investment dealers co-led by BMO Capital Markets and RBC Capital Markets, with BMO Capital Markets acting as sole bookrunner.

Neither the subscription receipts nor the common shares have been nor will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Gibson

Gibson is one of the largest independent midstream energy companies in Canada and a major participant in the crude oil transportation business in the United States, and is engaged in the movement, storage, blending, processing, marketing and distribution of crude oil, condensate, natural gas liquids, and refined products.  Gibson transports hydrocarbons by utilizing its integrated network of terminals, pipelines, storage tanks, and truck fleet located throughout western Canada and the United States.  Gibson is also involved in the processing, blending and marketing of hydrocarbons, provision of water disposal and oilfield waste management services and is the second largest retail propane distribution company in Canada.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information and statements (collectively, "forward-looking statements") including, but not limited to, the Offering, the use of proceeds from the Offering, the anticipated closing of the Acquisition, the aggregate cash consideration payable in connection with the Acquisition and the anticipated sources of funding thereof. These statements relate to future events or Gibson's future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words ''anticipate'', ''plan'', ''contemplate'', ''continue'', ''estimate'', ''expect'', ''intend'', ''propose'', ''might'', ''may'', ''will'', ''shall'', ''project'', ''should'', ''could'', ''would'', ''believe'', ''predict'', ''forecast'', ''pursue'', ''potential'' and ''capable'' and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Gibson believes these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon.  Gibson's actual results could differ materially from those anticipated in these forward-looking statements as a result of regulatory decisions, competitive factors in the industries in which Gibson operates, prevailing economic conditions and other factors, including those listed above, many of which are beyond the control of Gibson. The forward-looking statements contained in this press release represent Gibson's expectations as of the date hereof, and are subject to change after such date. Gibson disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations. 

SOURCE: Gibson Energy Inc.

For further information:

Ken Hall
Vice President Investor Relations and Communications
(403) 781-2899