EX-99 7 pds-ex991_11.htm EX-99.1 pds-ex991_11.htm

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

Precision

Drilling

Corporation

For the fiscal year ended December 31, 2017   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  2017

  Annual

  Information

  Form

    March 13, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contents

 

 

 

 

 

 

 

 

 

 

1  

Important Information About This
Document

 

 

 

 

 

 

 

 

 

 

3  

About Precision

 

 

Precision

 

 

Annual Information Form 

 

 

 

  3

  4

Corporate Governance

Our Corporate Structure

 

  5

Recent Developments and Three-Year History

 

8  

 

About Our Businesses

 

  8

Corporate Responsibility, Health, Safety and the Environment

 

  9

Our People

 

10

Business Segments

 

 11

Contract Drilling Services

 

 13

Completion and Production Services

 

 

 

 

16  

 

Our Capital Structure

 

 

 

 

 

16

Common Shares

 

 

 

 

 

19

Preferred Shares

 

 

 

 

 

19

Material Debt

 

 

 

 

 

25  

 

Risks in Our Business

 

 

 

 

 

33  

 

Material Interests, Experts and
Material Contracts

 

 

Precision

Drilling

Corporation

2017

 

 

 

34  

 

Legal Proceedings and Regulatory
Actions

 

 

 

 

35  

 

Governance

 

 

 

 

35

Board of Directors

 

 

 

 

37

Audit Committee

 

 

 

 

39

Executive Officers

 

 

 

 

40  

 

Other Information

 

 

 

 

 

40

Controls and Procedures

 

 

 

 

 

40

Management’s Discussion and
Analysis

 

 

 

 

 

40

Transfer Agent and Registrar

 

 

 

 

 

40

Additional Information About
Precision

 

 

 

 

 

 

 

 

 

 

41  

Appendix

 

 

 

 

 

41

Audit Committee Charter

 

 

 

 

 


 

 

IMPORTANT INFORMATION ABOUT THIS DOCUMENT

Throughout this annual information form (AIF), the terms, we, us, our, Precision and Precision Drilling mean Precision Drilling Corporation and, where indicated, all our consolidated subsidiaries and any partnerships that we and/or our subsidiaries are part of.

Information in this AIF is as of December 31, 2017 unless specified otherwise. All amounts are in Canadian dollars unless specified otherwise.

Cautionary Statement ABOUT FORWARD-LOOKING INFORMATION and Statements

We disclose forward-looking information to help current and prospective investors understand our future prospects.

Certain statements contained in this AIF, including statements that contain words such as could, should, can, anticipate, estimate, intend, plan, expect, believe, will, may, continue, project, potential and similar expressions and statements relating to matters that are not historical facts constitute forward-looking information within the meaning of applicable Canadian securities legislation and forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, forward-looking information and statements).

Our forward-looking information and statements in this AIF include, but are not limited to, the following:

 

our outlook on oil and natural gas prices

 

our expectations about drilling activity in North America and the demand for Tier 1 rigs

 

our capital expenditure plans for 2018, and

 

our ability to remain compliant with our senior secured credit facility financial debt covenants.

The forward-looking information and statements are based on certain assumptions and analysis made by Precision in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. These include, among other things:

 

our ability to react to customer spending plans as a result of changes in oil and natural gas prices

 

the status of current negotiations with our customers and vendors

 

customer focus on safety performance

 

existing term contracts are neither renewed or terminated prematurely

 

continued market demand for Tier 1 rigs

 

our ability to deliver rigs to customers on a timely basis

 

the general stability of the economic and political environment in the jurisdictions we operate in, and

 

the impact of an increase/decrease in capital spending.

Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:

 

volatility in the price and demand for oil and natural gas

 

fluctuations in the level of oil and natural gas exploration and development activities

 

fluctuations in the demand for contract drilling, directional drilling, well servicing and ancillary oilfield services

 

our customers’ inability to obtain adequate credit or financing to support their drilling and production activity

 

changes in drilling and well servicing technology, which could reduce demand for certain rigs or put us at a competitive advantage

 

shortages, delays and interruptions in the delivery of equipment supplies and other key inputs

 

liquidity of the capital markets to fund customer drilling programs

 

availability of cash flow, debt and equity sources to fund our capital and operating requirements, as needed

 

the impact of weather and seasonal conditions on operations and facilities

competitive operating risks inherent in contract drilling, directional drilling, well servicing and ancillary oilfield services

 

ability to improve our rig technology to improve drilling efficiency

 

general economic, market or business conditions

 

the availability of qualified personnel and management

 

a decline in our safety performance which could result in lower demand for our services

 

changes in laws or regulations, including changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and gas

 

terrorism, social, civil and political unrest in the foreign jurisdictions where we operate

 

fluctuations in foreign exchange, interest rates and tax rates, and

 

other unforeseen conditions which could impact the use of services supplied by Precision and Precision’s ability to respond to such conditions.

Readers are cautioned that the foregoing list of risk factors is not exhaustive. You can find more information about these and other factors that could affect our business, operations or financial results in this AIF under Risks in Our Business, starting on page 25 and in other reports on file with securities regulatory authorities from time to time which you can find in our profile on SEDAR (www.sedar.com) or in our profile on EDGAR (www.sec.gov).

 

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All of the forward-looking information and statements made in this AIF are expressly qualified by these cautionary statements. There can be no assurance that actual results or developments that we anticipate will be realized. We caution you not to place undue reliance on forward-looking information and statements. The forward-looking information and statements made in this AIF are made as of the date hereof. We will not necessarily update or revise this forward-looking information as a result of new information, future events or otherwise, unless we are required to by securities law.

About Registered Trademarks

We own registered trademarks, service marks and trade names that we use in our business including, but not limited to, Precision Drilling Corporation, Precision Drilling, PD logo and design, Grey Wolf, Super Series, Precision Super Single and Super Triple.

Although the trademarks, service marks and trade names referred to in this AIF or the documents incorporated by reference may be listed without the ®, SM and TM symbols for convenience, we will assert our rights to them to the fullest extent under the law.


 

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      Precision Drilling Corporation 2017 Annual Information Form

 


 

 

 

 

 

 

 

 

 

ABOUT PRECISION

 

 

 

 

 

 

 

 

 

 

 

Precision Drilling Corporation provides onshore drilling and completion and production services to exploration and production companies in the oil and natural gas industry.

Headquartered in Calgary, Alberta, Canada, we are a large services company with broad geographic scope in North America. We also have operations in the Middle East.

From our founding as a private drilling contractor in the 1950s, Precision has grown to become one of the most active drillers in North America. Our competitive advantage is underpinned by five distinguishing features:

 

a competitive operating model that drives efficiency, quality and cost control

 

a culture focused on safety and field performance

 

size and scale of operations that provide higher margins and better service capabilities

 

a drilling rig platform that allows us to deploy efficiency driven technologies to the field, and

 

a capital structure that provides long-term stability, flexibility and liquidity that allows us to take advantage of business cycle opportunities.

Corporate Governance

At Precision, we believe that a transparent culture of corporate governance and ethical behaviour in decision-making is fundamental to the way we do business.

We have a diverse and experienced Board of Directors (Board). Our directors have a history of achievement and an effective mix of skills, knowledge and business experience. The directors oversee the conduct of our business, provide oversight in support of future operations and monitor regulatory developments and governance best practices in Canada and the U.S. Our Board also reviews our governance charters, guidelines, policies and procedures to make sure they are appropriate and that we maintain high governance standards.

Our Board has established three standing committees, comprised of independent directors, to help it carry out its responsibilities effectively:

 

Audit Committee

 

Corporate Governance, Nominating and Risk Committee, and

 

Human Resources and Compensation Committee.

The Board may also create special ad hoc committees from time to time to deal with important matters that arise.


Our Corporate Structure

Precision was formed by amalgamation under the Business Corporations Act (Alberta). We previously operated as an income trust, known as Precision Drilling Trust, and converted to a corporate entity on June 1, 2010, under a statutory plan of arrangement.

On March 8, 2013, we repealed our old by-laws and adopted new by-laws to provide for, among other things, a new advance notice requirement for Precision shareholders nominating directors for election to the Board and an increase in the quorum requirement for our shareholder meetings to 25% from 5%. The amendments were confirmed by our shareholders on May 8, 2013.

You can find more information about our approach to governance in our management information circular, available on our website (www.precisiondrilling.com).

Our common shares trade on the Toronto Stock Exchange (TSX), under the symbol PD, and on the New York Stock Exchange (NYSE), under the symbol PDS.

Our principal corporate and registered office is at:

Suite 800, 525 – 8th Avenue SW

Calgary, Alberta

Canada T2P 1G1

Phone:   403.716.4500

Fax:        403.264.0251

Email:     info@precisiondrilling.com

Website: www.precisiondrilling.com

 

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The chart below shows our organizational structure and material subsidiaries or partnerships, including the jurisdiction where each was incorporated, formed or continued and whether we hold the voting securities directly or indirectly. For simplification, non-material subsidiaries are excluded.

 

 

 

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      Precision Drilling Corporation 2017 Annual Information Form

 


 

 

 

Recent Developments and Three-Year History

Industry Conditions

If current commodity prices hold, we expect our customers to increase their 2018 capital spending in the United States (U.S.), relative to 2017, resulting in an increase in drilling activity. In the Canadian market, takeaway capacity issues are causing discounts in both Canadian natural gas prices (driven by the Alberta Energy Company (AECO) quote), and certain grades of Canadian crude oil. Activity levels in 2018 are expected to remain relatively flat compared to 2017 if current commodity prices hold and takeaway capacity issues persist. We expect development drilling demands from North American oil and gas customers to continue to evolve, requiring maximum efficiency, reliability and repeatability from service contractors. We also expect Tier 1 rigs to remain the preferred rigs of customers globally and for us to benefit from our completed fleet enhancements.

 

2017

Industry Conditions

  Crude oil markets rebounded off the recent lows experienced in 2016 and our customers responded with increased capital spending in 2017 in both Canada and the U.S. The Organization of the Petroleum Exporting Countries (OPEC) and certain non-OPEC countries agreed to maintain production caps towards the end of the year which prompted crude oil prices to rise above US$60 per barrel at year-end. Canadian natural gas prices experienced substantial weakness in late summer as a result of both seasonal midstream shutdowns and maintenance, and broad-based export capacity constraints which resulted in some relative weakness in Canadian activity in the second half of 2017.  

Capital Expenditures

  Our capital program totaled approximately $98 million ($12 million for expansion capital, $37 million for upgrade capital, $26 million for the maintenance of existing assets and infrastructure and $23 million for intangibles).

  Rig Fleet Additions and Upgrades

We delivered one new-build Super Series rig to our fleet in the U.S. that is currently working under a term contract.

 

   As part of our 2017 capital plan, we completed upgrades on 29 drilling rigs to selectively increase pumping and racking capacities and added walking systems and/or rig automation software, with rig upgrades supported by customer contract commitments that meet our internal return thresholds.

Amendments to Senior Credit Facility

On January 20, we amended our syndicated senior secured credit facility (the Senior Credit Facility) to reduce the size of the facility from US$550 million to US$525 million and to provide for additional covenant relief.

 

On November 21, we further amended the Senior Credit Facility to reduce the size of the facility from US$525 million to US$500 million, extend the maturity by two-and-a-half years to November 2021 and revise our covenants to improve our financial and operating flexibility.

 

  See Our Capital Structure – Material Debt – Senior Credit Facility, on page 19.

Asset Impairment Charge

  We recorded a US$12 million impairment charge to property, plant and equipment related to our Mexico contract drilling business.

U.S. Senior Note Offering

In November, we completed a US$400 million offering of 7.125% senior unsecured notes due 2026 (the 2026 Notes) in a private placement. Net proceeds (and cash) were used to fund a tender offer (and redemption for the portion not tendered) of all outstanding 2020 notes and a portion of the outstanding 2021 notes. We used debt repurchases to reduce our long-term debt outstanding as at December 31, 2017 by approximately $52 million from our balance as of December 31, 2016.

 

  See Our Capital Structure – Material Debt – Senior Unsecured Notes, on page 22.

  Senior Note Exchange Offer

   In July, we completed an exchange offer of 7.750% senior unsecured notes due 2023 for an equal amount of senior    unsecured notes that we issued by way of private placement in November 2016. The exchange notes were offered to satisfy certain obligations under the registration rights agreement entered into in connection with the November 2016 private placement. The terms of the exchange notes were materially identical to the notes issued in November 2016 except that the exchange notes are freely tradeable in the United States. No proceeds were received from the exchange offer.

Board of Directors

On May 17, Mr. Robert Phillips retired as Chairman of the Board of Directors and was succeeded by Mr. Steve Krablin. On September 22, Ms. Susan M. MacKenzie was appointed to the Board and on December 1, Mr. Michael R. Culbert was appointed to the Board. 

 

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2016

Industry Conditions

Persistently low oil and natural gas prices reduced our customers’ cash flows, causing them to scale back their capital budgets. As a result, drilling activity declined rapidly throughout most of 2015 and into 2016, negatively impacting on our activity and resulting cash flow. In the fourth quarter of 2016, OPEC and certain non-OPEC countries agreed to production caps, resulting in more stable crude oil prices.

 

Rig Fleet Additions

We delivered four new-build Super Series rigs to our fleet, including two in Kuwait (both under budget and ahead of schedule), one in Canada and one in the U.S. All four rigs are under term contracts.

See About Our Business – Contract Drilling Services – Drilling Fleet, on page 12.

 

Capital Expenditures

Our capital program totaled approximately $203 million ($149 million for expansion capital, $20 million for upgrade capital, and $34 million for the maintenance of existing assets and infrastructure).

 

Completion and Productions Services Transaction

In late 2016, Precision Well Servicing entered into a transaction to exchange its four remaining Canadian coil tubing units plus $12 million for 48 well service rigs. Exiting the coil business was a strategic transaction to divest a business line where we lacked scale to generate adequate returns. The acquisition of the additional service rig units was a unique opportunity to expand our leading well service position in the Canadian market by adding high quality assets and people to our service rig operations.

 

U.S. Senior Note Offering

In November, we completed a US$350 million offering of 7.750% senior unsecured notes due 2023 (the 2023 Notes) in a private placement. Net proceeds (and cash) were used to redeem the outstanding 2019 notes and a portion of the outstanding 2020 notes and repurchase a portion of outstanding 2021 notes. When combined with other debt repurchases during the year, we reduced our long-term debt outstanding as of December 31, 2016 by approximately $213 million from our balance as of December 31, 2015.

See Our Capital Structure – Material Debt – Senior Unsecured Notes, on page 22.

 

Shelf Registration

In August, we completed the filing of a short form base shelf prospectus with the securities regulatory authorities in each of the provinces of Canada and a corresponding registration statement in the United States, for the offering of up to $1 billion of common shares, preferred shares, debt securities, warrants and subscription receipts or units (the Securities). The Securities may be offered from time to time during the 25-month period for which the short form base shelf prospectus remains valid.

 

Amendments to Senior Credit Facility

In April, we amended certain financial covenants under the Senior Credit Facility to provide for temporary covenant relief.

See Our Capital Structure – Material Debt – Senior Credit Facility, on page 19.

 

Dividends

On February 11, we suspended the quarterly dividend.

 

See Our Capital Structure – Material Debt – Senior Credit Facility, on page 19.

 

 

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2015

Industry Conditions

A substantial decline in global oil prices led to a significant decline in North American drilling activity levels. We undertook several measures to manage our variable costs during the industry downturn, including reducing our capital and operating expenditures. In addition, we reduced our fixed cost structure by consolidating several of our North American operating facilities, streamlining management reporting structures, and reducing staff. Despite demand uncertainties in most markets, we continued to successfully expand our operations in Kuwait.

 

Rig Fleet Upgrades

We placed 17 newly constructed (or new-build) Super Series rigs into service under previously negotiated term contracts: three rigs in Canada, 13 rigs in the U.S. and one rig in Kuwait. We also delivered 10 upgraded drilling rigs: six in Canada, two in the U.S. and two in Mexico. These new and upgraded rigs were part of our 2015 capital expenditure program.

See About Our Business – Contract Drilling Services – Drilling Fleet, on page 12.

 

Capital Expenditures

Our capital program totaled approximately $459 million ($361 million for expansion capital, $49 million for upgrade capital and $49 million for the maintenance of existing assets and infrastructure).

 

Amendments to Senior Credit Facility

We amended the financial covenants under our Senior Credit Facility to provide for temporary covenant relief and reduced the size of the Senior Credit Facility to US$550 million from US$650 million.

See Our Capital Structure – Material Debt – Senior Credit Facility, on page 19. 

Asset Write Downs

We decommissioned 79 drilling rigs along with certain spare equipment and recognized asset decommissioning charges of $166 million. We also recorded impairment charges to property, plant and equipment of $282 million and a goodwill impairment charge of $17 million.

 

Board of Directors

On May 13, Mr. Patrick Murray retired from our Board of Directors, and Mr. Steven Krablin was subsequently elected to the Board.

 

Senior Note Exchange Offer

In April, we completed an exchange offer of 5.25% senior unsecured notes due 2024 for an equal amount of senior unsecured notes that we issued by way of private placement in June 2014. The exchange notes were offered to satisfy certain obligations under the registration rights agreement entered into in connection with the June 2014 private placement. The terms of the exchange notes were materially identical to the notes issued in June 2014 except that the exchange notes are freely tradeable in the United States. No proceeds were received from the exchange offer.

 

Tax Reassessment

In March, the Supreme Court of Canada denied the Ontario Minister of Revenue’s application for leave to appeal the Ontario Court of Appeal decision dated August 7, 2014, in favour of Precision’s wholly-owned subsidiary Inter-Leasing, Inc. The decision concerned reassessments for Ontario income tax for Inter-Leasing, Inc.’s 2001 through 2004 taxation years. In April 2015, we received a payment of $69 million from the Ontario tax authorities, representing $55 million for the refund of assessed taxes and $14 million in interest.

 

 


 

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About our businesses

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Responsibility, Health, Safety and the Environment

We have a long-standing commitment to corporate responsibility, health, safety and the environment in all aspects of our operations. Our Corporate Responsibility, Health, Safety and Environment Council (Council) assists the Board in fulfilling its role of overseeing these functions by reviewing, reporting and making recommendations on our policies, standards and practices with respect to corporate responsibility, the environment, occupational health, safety and overall business conduct and ethics. Our Target Zero vision promotes continuous safety improvement through awareness and risk reduction and fosters a culture that is diligent about monitoring and preventing corruption, policy violations, environmental violations, injuries or unplanned events.

At Precision, we define corporate responsibility as the responsibility of corporations to generate profit in an ethical way. Our Board’s mandate includes monitoring regulatory regimes, trends and issues related to ethics, environmental and occupational health and safety matters and assessing any related risks and external stakeholder issues. Our Board receives quarterly reports from the Council on these matters. In addition, the Board’s Corporate Governance, Nominating and Risk Committee annually reviews our approach to governance issues and best practices with respect to our business and emerging issues.

The Council is conducting a materiality assessment review of our environmental, social and governance activities. It plans to develop a strategic framework to enhance our corporate responsibility disclosure based on this assessment.

Our Board is our highest governance body for ensuring we meet our public reporting obligations, which may include disclosure of health, safety, corporate responsibilities and environment matters. Additionally, our CEO is responsible, together with our disclosure committee, for upholding our commitment to providing timely, accurate and balanced disclosure of all material information about Precision. Our approach is to increase transparency and communication with our stakeholders on environmental, social and governance issues, while taking a fit-for-purpose, cost controlled approach each year.

We have an internal scorecard that measures Triple Target Zero Days, which recognizes injury-free performance, safe driving performance and zero spills. Triple Target Zero Days are a performance indicator that reflects the strength and integration of our Global Quality HSE (QHSE) Management Systems into our core culture, to protect our employees, customers and the communities where we operate. Our QHSE Policy Statement notes that our success in reaching Target Zero and our QHSE objectives is achieved through our Target Zero culture that is committed to living our core values, key beliefs and Target Zero Rules and assessing and minimizing the impact on the environment through our processes and procedures, among other things. A full copy of our QHSE Policy Statement is available on our website at www.precisiondrilling.com.

In 2017, our Total Recordable Incident Rate was 1.14. We had no life altering injuries and we had 282 Triple Target Zero Days (zero recordable injuries, zero spills and zero vehicle incidents).

 

We continuously review our rig designs and components and use advanced technologies to operate safely, improve the life cycle, maintain operational efficiency, reduce energy use, and manage our energy and resources. Several of our rigs have some or all the following features:

 

Power

  use AC electric power generation, distribution and control systems that incorporate variable frequency drive technologies that increase efficiency and reduce fuel consumption

  generate heat efficiently by directing air flow from radiators on power generation engines to heat surrounding rig buildings

  use alternative power sources to generate heat in cold operating conditions and alternative fuels for generating power

Engines

  have high-efficiency diesel engines that meet regulatory emission specifications

∎   use low carbon emission natural gas engines and bi-fuel systems

  have advanced muffler systems to reduce noise pollution

Engine radiator systems

  have variable pitch fans to reduce horsepower requirements for cooling and ventilation

Rig drawworks

  use regenerative braking to eliminate brake noise from conventional band brake systems and return power back into the power supply of the rigs

 

We recognize the importance of climate change and our impact on the environment. In 2017, we introduced a new element to our strategic plan to report on metrics as we have identified for measuring our corporate responsibility. In 2018, we will begin to track and measure fuel usage with respect to greenhouse gas emissions. Our rigs are designed for high efficiency moving, which reduces the number of trucks needed to relocate a rig to a new customer site. Our rigs are also designed and constructed with a ‘reduced footprint’, requiring less surface land area to operate. The design of our rig pad is beneficial for

 

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      Precision Drilling Corporation 2017 Annual Information Form

 


 

 

high well density drilling programs because it needs less surface area to operate and eliminates the need for trucks to move between well centres. We also use spill containment devices under our equipment to minimize potential spills around the drill site and limit environmental exposure.

 

We have introduced the use of low carbon emission natural gas engines and bi-fuel systems to lower carbon emissions. We continue to assess alternative fuel types, other methods of power, heat generation, noise abatement and systems for recovering waste energy.

 

We believe that a strong culture of governance and ethical behavior is fundamental to the way we do business. Our Code of Business Conduct (Code) incorporates our principles and applies to our directors, executive officers, employees and contractors. Our Code includes sections that cover complying with laws, reporting illegal or unethical behaviour, workplace safety, harassment, fair dealing and anti-bribery and corruption. A copy of the Code is available on our website at www.precisiondrilling.com. We also have an anti-bribery and anti-corruption policy which sets out our ethical and legal standards for avoiding and preventing corruption. Our compliance department provides additional training every year on ethical issues, including anti-bribery and anti-corruption for certain groups of employees. We are aware of the Corruption Perception Index and recognize that we operate in some countries with low rankings on this Index. There have been no internal or external investigations regarding non-compliance with anti-bribery and corruption laws and there are currently none underway. We have therefore not needed to provide additional disclosure.

 

Our People

Seasonality and economic conditions affect our drilling activity and have a more dramatic impact on our rig-based employees. We had an average of 4,851 employees in 2017, with a monthly high of 5,119 and a monthly low of 4,492. Most of our employees work on our drilling and service rigs and are paid hourly.

The market for experienced personnel in the oilfield services industry can be competitive due to the cyclical nature of the work, uncertainty of continuing employment, and generally higher rates of employment during periods of high oil and gas prices.

We rely on experienced, well-trained personnel and have formal processes for retaining key personnel, including drillers, rig manager and field superintendent positions.

We invest in systems and processes, and execute our talent management strategy to attract, support, train, develop and retain talent in key positions, as well as high performers and potential future leaders. We implement programs at all levels to maintain a well-trained, highly capable talent pool with a broad range of functional business experience. Developing a skilled talent pool helps support our collaborative culture and our core values for building a sustainable and productive organization that aligns with our High Performance High Value strategy. Our compensation program is designed to retain experienced field personnel during all market cycles, support targeted recruitment initiatives, support and reward the achievement of our short-term and long-term strategic objectives and priorities and align with a performance management system that links compensation to the achievement of specific corporate and individual goals.

We measure performance excellence through our safety record and reputation. These factors help us attract and retain employees when the industry experiences manpower shortages during peak operating periods.


 

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Business Segments

We have two business segments – Contract Drilling Services and Completion and Production Services, which share business support systems and corporate and administrative services.

 

 

 

 

 

 

The tables below summarize our two business segments and the scope of our services in Canada, the U.S. and internationally:

 

 

Contract Drilling Services

 

Operates our rigs in Canada, the U.S. and internationally and provides onshore well drilling services to exploration and production companies in the oil and natural gas industry.

 

At December 31, 2017, the segment consisted of:

  256 land drilling rigs, including:

–  136 in Canada

–  103 in the U.S.

–  5 in Mexico

–  4 in Saudi Arabia

–  5 in Kuwait

–  2 in the Kurdistan region of Iraq

–  1 in the country of Georgia

  capacity for approximately 90 concurrent directional drilling jobs in Canada and the U.S.

  engineering, manufacturing and repair services, primarily for Precision’s operations

  centralized procurement, inventory, and distribution of consumable supplies for our global operations

 

Canada

  land drilling services

  directional drilling services

  procurement and distribution of oilfield supplies

  manufacture and refurbishment of drilling and service rig equipment

U.S.

  land drilling services

  directional drilling services

  turnkey drilling services

  procurement and distribution of oilfield supplies

  manufacture and refurbishment of drilling and service rig equipment

International

  land drilling services

 

 

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  Completion and Production Services

 

Comprises a number of businesses providing completion and workover services and ancillary services to oil and natural gas exploration and production companies in Canada and the U.S.

 

At December 31, 2017, the segment consisted of:

  198 well completion and workover service rigs, including:

–  190 in Canada

–  8 in the U.S.

  12 snubbing units in Canada

  approximately 1,900 oilfield rental items, including surface storage, small-flow wastewater treatment, power generation, and solids control equipment, primarily in Canada

  133 wellsite accommodation units in Canada

  43 drilling camps and four base camps in Canada

  10 large-flow wastewater treatment units, 22 pump houses, and eight potable water production units in Canada

 

 

Canada

  well completion and workover service rigs

  snubbing units

  camp and catering services

  oilfield surface equipment rental

  wellsite accommodations

  water treatment services

 

U.S.

  well completion and workover service rigs

  oilfield surface equipment rental

 

 

Revenue

 

Years ended December 31

(thousands of Canadian dollars)

 

2017

 

 

2016(1)

 

Contract Drilling Services

 

$

1,173,930

 

 

$

907,821

 

Completion and Production Services

 

 

154,146

 

 

 

100,049

 

Inter-segment eliminations

 

 

(6,852

)

 

 

(4,637

)

Total revenue

 

$

1,321,224

 

 

$

1,003,233

 

 

Note:

(1) During the third quarter of 2017, we changed our treatment of how certain amounts that were historically netted against operating expense should be classified. As a result of these reclassifications, we recast our 2016 revenue amounts, which are the amounts provided in the table. See our management’s discussion and analysis of our financial condition and results of operation (MD&A) relating to our consolidated financial statements for the fiscal year ended December 31, 2017 for further information.

 

 

Contract Drilling Services

Precision Drilling

At the end of 2017, we had a fleet of 256 land rigs deployed in Canada, the U.S. and internationally.

 

Canada – we operated the largest fleet of land drilling rigs. We actively marketed 136 drilling rigs located throughout western Canada, accounting for approximately 22% of the industry’s estimated fleet of 623 drilling rigs.

 

United States – we marketed 103 land drilling rigs, the fourth largest fleet, representing approximately 5% of the country’s estimated 2,117 total marketed land drilling rigs.

 

Internationally – we had five land drilling rigs in Mexico, four in Saudi Arabia, five in Kuwait, two in the Kurdistan region of Iraq, and one in the country of Georgia.

Drilling Contracts

Our contract terms are generally based on the complexity and risk of operations, on-site drilling conditions, the type of equipment used, and the anticipated duration of the work to be performed.

Drilling contracts can be for single or multiple wells and can vary in length from a few days on shallow single-well applications to multiple-year, multiple-well drilling programs. Term drilling contracts typically have fixed utilization rates for a minimum of six months and include penalties for early termination, provisions for escalating costs and options for renewing the contract. Short-term contracts that provide drilling rigs on a well-to-well basis are typically subject to termination by the customer on short notice or with little or no penalty. Our new-build drilling rigs generally have contracts in place with terms of two-to-five-years before the rig is completed. In most cases contracts are in place before rig construction begins.

In 2017, we had an average of 57 drilling rigs (20 in Canada, 29 in the U.S. and eight internationally) working under term contracts. Revenue from these contracts was approximately 47% of our total contract drilling revenue for the year.

We market our drilling rigs mainly on a regional basis through sales and marketing personnel. We secure contracts to drill wells either through competitive bidding or as a result of relationships and negotiations with customers.


 

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Our contracts have been carried out almost exclusively on a daywork basis. Under a daywork contract:

 

we provide a drilling rig with required personnel, and the customer supervises the drilling of the well

 

we charge the customer a fixed rate per day regardless of the number of days needed to drill the well

 

contracts usually provide for a reduced day rate (or a lump sum amount) to mobilize the rig to the well location, to rig-up and rig-down on location, and to demobilize the rig, and

 

generally, we do not bear any of the costs arising from downhole risks.

We also drilled a small number of wells near the U.S. Gulf Coast (approximately 1% of our U.S. rig utilization in 2017) on a turnkey basis. Under a turnkey contract, we agree to drill a well to a certain depth for a fixed price. We assume higher risk under a turnkey contract and therefore generally have the potential for greater profit or loss.

Seasonality

Drilling and well servicing activity is affected by seasonal weather patterns and ground conditions. In Canada and the northern U.S., wet weather and the spring thaw make the ground unstable resulting in road restrictions that limit the movement of heavy oilfield equipment and reduce the level of drilling and well servicing activity during the second quarter of the year.

In northern Canada, some drilling sites can only be accessed in the winter once the terrain is frozen, which is usually late in the fourth quarter. Our business activity depends, in part, on the severity and duration of the winter drilling season. See Risks in our Business, starting on page 25.

Competition

The land drilling industry is highly competitive and fragmented with the top 4 providers owning approximately 55% of the marketed rig fleet in the U.S. and approximately 49% of the industry fleet in Canada as of December 31, 2017.

Technology is increasingly differentiating the market, as the industry trends away from vertical wells to more demanding directional and horizontal drilling programs that require higher capacity rigs. Consequently, the rig market has been shedding older, low technology rigs in favour of more powerful and efficient, high specification rigs better suited for horizontal wells and resource development programs.

Competitive Strategy

Providing High Performance, High Value services to our customers represents the core of our competitive strategy. We deliver High Performance through passionate people supported by quality business systems, drilling technology, equipment and infrastructure designed to optimize results and reduce risks. We create High Value by operating safely and sustainably, lowering our customers’ risks and costs while improving efficiency, developing our people, and generating superior financial returns for our investors.

We keep customer well costs down by maximizing operating efficiency in several ways:

 

using innovative and advanced drilling technology that is efficient and reduces costs

 

having equipment that is geographically dispersed, reliable and well maintained

 

monitoring our equipment to minimize mechanical downtime

 

managing operations effectively to keep non-productive time to a minimum

 

staffing well trained crews with performance measured against defined competencies, and

 

compensating our executives and eligible employees based on performance against safety, operational, employee retention and financial measures.

At the end of 2017, we operated the largest fleet of land drilling rigs in Canada, and the fourth largest fleet in the U.S. We had a footprint in all the most active North American resource plays, including the Bakken, Cardium, Duvernay, Montney and Viking formations in Canada and the Bakken, Eagle Ford, Granite Wash, Haynesville, Marcellus, Niobrara, Permian, Stack, South Central Oklahoma Province (SCOOP) and Utica resource plays in the U.S.

Drilling Fleet

Our drilling fleet is comprised almost entirely of Tier 1 rigs, or Super Series rigs. Tier 1 rigs are highly mobile and mechanized, which make them safer and more efficient in drilling directional and horizontal wells than older generation drilling rigs. Our Super Series rigs have a broad range of features to meet a diverse range of customer needs, from drilling shallow- to medium-depth wells to exploiting the deep, unconventional shale plays that have driven North American energy production growth over the past decade. Available features include alternating current (AC) power, digital control systems, integrated top drive, omni-directional pad walking or skidding systems for multi-pad well drilling, mechanized pipe handling and high capacity mud pumps. Our Super Series fleet also includes a number of smaller, fast-moving, hydraulically-powered mechanized rigs that are optimized for shallow-to-medium-depth resource plays found across North America. Of the 256 rigs in our fleet as of December 31, 2017, 240 rigs were Super Series rigs and 16 were candidates for upgrades.

 

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Directional Drilling

Precision integrated directional services is a leading provider of integrated directional drilling services. We specialize in deviating a wellbore along a planned path to a given target location underground. Our rig drillers are supported by expert directional drillers and proven technologies provide the controls needed to drill high quality wellbores with high rates of penetration while achieving the precise well placement needed to maximize production in vertical, horizontal and complex directional wells. The instructions required to steer the drill bit are accomplished either traditionally by an onsite directional driller or via computer algorithms (Directional Guidance System). These instructions which consist of course length and desired bottom hole assembly orientation are executed by experienced Precision drillers and remotely monitored by our Real-time Remote Operating Center. Precision integrated directional drilling business is strategically positioned to cover the major North American basins.

At the end of 2017, we had capacity for approximately 90 concurrent directional drilling jobs in Canada and the U.S. with operational, technical and maintenance facilities in both countries. Centres in Calgary, Alberta and Houston, Texas manage directional drilling operations in the field in real-time.

International

Grey Wolf International (Grey Wolf) is our platform and market brand for the international oil and natural gas drilling market. Grey Wolf is actively exploring opportunities in various international markets. International oilfield service operations involve relatively long sales cycles with bidding periods, contract award periods and rig mobilization periods measured in months. Grey Wolf has a regional office in Dubai, United Arab Emirates.

At the end of 2017, our Grey Wolf subsidiaries had five land drilling rigs in Mexico, four in Saudi Arabia, five in Kuwait, two in the Kurdistan region of Iraq, and one in the country of Georgia.

Manufacturing

Based in Canada, Rostel Industries manufactures drilling rigs and equipment as well as manufactures and refurbishes components for drilling and service rigs. Rostel Industries supports our vertical integration, and approximately 90% of its revenue in 2017 was related to Precision business. Having the in-house ability to repair or provide new components for either drilling or service rigs also improves the efficiency and reliability of our fleets.

Oilfield Supply

Columbia Oilfield Supply in Canada and PD Supply in the U.S. are general oilfield supply warehouses that procure, package and distribute large volumes of consumable oilfield supplies. The two supply warehouses achieve economies of scale through bulk purchasing and standardized product selection and then coordinate distribution to Precision rig sites. Columbia Oilfield Supply and PD Supply play a key role in our supply chain management. In 2017, 82% of Columbia Oilfield Supply and 100% of PD Supply activities supported Precision operations. This leverages our procurement volumes to lower costs and reduces the administrative workload for field personnel and enhances our competitiveness.

Completion and Production Services

Precision Well Servicing and Precision Completion and Production Services

Precision offers a versatile fleet of service rigs for well completion, workover, abandonment, maintenance and re-entry preparation services as well as snubbing units for pressure control services. The fleet is strategically positioned throughout western Canada and in the northern U.S. In late 2014, we divested our U.S. coil tubing assets and in late 2016 we divested our Canadian coil tubing assets.

Well Service Activities

Well servicing and pressure control jobs are typically of short duration, generally conducted during daylight hours, so it is important for a service rig to be close to customer demand and able to move quickly from one site to another. Well servicing requires a unique skill set as crews must deal with the potential dangers and safety concerns of working with pressurized wellbores. Completion, workover or pressure control services can take a few days to several weeks to complete depending on the depth of the well and the complexity of the completion or workover.

At the end of 2017, Precision Well Servicing had an industry market share in Canada, based on operating hours, of approximately 14% with a fleet of 190 service rigs (the largest in western Canada) compared to a Canadian industry fleet average of approximately 955 service rigs. Precision Completion and Production Services operated eight service rigs in the U.S.


 

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Service Rig Fleet

The table below shows the configuration of Precision’s well servicing fleet as at December 31, 2017. The fleet’s operating features are detailed on our website.

 

Type of Service Rig

 

Size

 

Total

 

Mobile Rigs

 

 

 

 

 

 

Highly mobile, efficient rig up and rig down, minimal surface disturbance,

 

Single

 

 

96

 

freestanding design eliminates anchoring

 

Double

 

 

71

 

Freestanding rigs comprise 90% of the fleet

 

Slant

 

 

21

 

Skid Mounted Rigs

 

 

 

 

 

 

Designed for deeper wells with multi-zone completions or re-completions,

 

Double

 

 

10

 

service jobs are generally of longer duration so rigs move less often

 

 

 

 

 

 

Total

 

 

 

 

198

 

 

Service Rig Activities

Well servicing operations have two distinct functions – completions and workovers. The demand for completion services is generally more volatile than for workover services.

Of our total oil and natural gas well service rig activity in Canada in 2017:

 

workovers and abandonments accounted for approximately 92%

 

completions accounted for approximately 8%.

Completions – Customers often contract a specialized service rig to take over from a larger, more expensive drilling rig to prepare a newly drilled well for initial production. The service rig and crew work jointly with other services to open and stimulate the producing zones for initial production.

The demand for well completion services is related to the level of drilling activity in a region.

Workovers – Workover services are generally provided according to customer preventive maintenance schedules or on a call-out basis when a well needs major repairs or modifications. Workover services generally involve remedial work such as repairing or replacing equipment in the well, enhancing production, re-completing a new producing zone, recovering lost equipment or abandoning the well.

Producing oil and natural gas wells generally require some type of workover or maintenance during their life cycle. The demand for production or workover services is based on the total number of existing active wells and their age and producing characteristics.

Pressure Control Services

Snubbing Services – Snubbing units can be employed to provide a wide range of services. While traditional well servicing operations require pressure in a well to be neutralized, or ‘killed’, using fluids (potentially impairing production) to safely perform the services, snubbing units perform certain workover and completion activities under pressure (without killing the well). Snubbing units are equipped with specialized snubbing devices, which allow tubing to be installed in or removed from a well, or ‘snubbed’, while the well is under pressure and production has been suspended.

At the end of 2017, we marketed six portable hydraulic rig-assist snubbing units and six self-contained snubbing units in western Canada.

Rig-assist units work with a service rig to complete the snubbing activity for a well. Self-contained units do not require a service rig on site and are capable of snubbing and many other services traditionally performed by a service rig.

Precision Rentals

Precision Rentals provides approximately 1,800 pieces of oilfield rental equipment for rental to customers from five operating centres and 11 stocking points throughout western Canada, supported by a technical service centre in central Alberta. Precision Rentals also has approximately 100 pieces of rental equipment in the northern U.S. Most exploration and production companies do not own the specialty equipment used in oil and natural gas operations and rely on suppliers like Precision Rentals for access to large inventories of drilling, completion and production equipment.

Precision Rentals has five distinct product categories:

 

surface equipment (including environmental invert drilling mud storage, hydraulic fracturing fluid storage, production tanks and other fluid handling equipment)

 

wellsite accommodations (fully equipped units that provide on-site office and lodging for field personnel)

 

small-flow wastewater treatment facilities

 

power generation equipment, and

 

solids control equipment.

 

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      Precision Drilling Corporation 2017 Annual Information Form

 


 

 

Precision Camp Services

Precision Camp Services provides food and accommodation to personnel working at the wellsite, typically in remote locations in western Canada. At the end of 2017, Precision Camp Services had 43 drill camps and four base camps in western Canada. Each mobile camp includes five to six building units that typically accommodate 20 to 25 members of rig crew and other personnel and, if required, individual dormitory units that accommodate up to 45 additional personnel.

Precision Camp Services has also configured several camps and dormitories to provide housing and meals for base camps with up to 500 personnel on separate major projects in western Canada. As the oil and natural gas industry searches for new reserves in more remote locations, crews need to stay near the worksite, often in camps, throughout the duration of a drilling program. Precision Camp Services serves Precision and other companies in the upstream oil and natural gas sector and, from time to time, other industries operating in remote locations.

Water Systems

Terra Water Systems designs, fabricates and rents units to customers including: portable wastewater handling, treatment and disposal facilities, potable water production plants, and potable water delivery systems for remote sites in western Canada.

Terra Water Systems has 10 large-flow wastewater treatment plants, eight potable water production plants and 24 pump houses that are used in base camp and other large remote work site markets. These treatment facilities provide an environmentally sound solution to treating wastewater, eliminating the traditional tank-and-haul process and concerns about the timing, hauling and disposal of effluent. Technical staff visit each treatment facility regularly to conduct sampling and independent laboratory effluent testing as part of their system management. The wastewater treatment plants are designed to be easy to operate. They provide quality treatment of effluent, eliminate odors, and align with existing environmental, health and safety regulations for surface release of treated wastewater.

Technical Centres

We operate two drilling technical centres, one in Nisku, Alberta and one in Houston, Texas. We also operate one completion and production services technical centre in Red Deer, Alberta. These centres accommodate our technical service and field training groups and consolidate support and training for our operations. The Houston and Nisku facilities have fully functioning training rigs with the latest drilling technologies. In 2017, we trained approximately 5,500 people at our training facilities.

 


 

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OUR CAPITAL STRUCTURE

 

 

 

 

 

 

 

 

 

 

 

Common Shares

We can issue an unlimited number of common shares. At December 31, 2017, there were 293,238,858 common shares issued and outstanding.

The Board holds an annual meeting of common shareholders to elect the directors and appoint the auditors, among other things. It can convene a special meeting of shareholders at any time and for any reason.

Only shareholders of record can attend and vote at shareholder meetings. They can vote in person or by proxy, and their proxyholder does not need to be a shareholder. Each common share entitles the holder to one vote.

Common shareholders have the right to receive dividends as and when declared by the Board. They also have the right to receive our remaining property and assets if Precision is wound up, subject to the prior rights and privileges attached to our other classes of shares.

Market for Securities

The table below summarizes the trading activity for our common shares in 2017. Our common shares trade on the TSX, under the symbol PD, and on the NYSE, under the symbol PDS.

 

 

 

TSX (PD)

 

 

NYSE (PDS)

 

 

 

High ($)

 

 

Low ($)

 

 

Volume

 

 

High (US$)

 

 

Low (US$)

 

 

Volume

 

January

 

 

8.11

 

 

 

6.99

 

 

 

36,573,504

 

 

 

6.14

 

 

 

5.38

 

 

 

58,048,460

 

February

 

 

7.80

 

 

 

6.46

 

 

 

33,196,375

 

 

 

5.95

 

 

 

4.93

 

 

 

56,876,630

 

March

 

 

7.03

 

 

 

5.82

 

 

 

30,738,785

 

 

 

5.28

 

 

 

4.33

 

 

 

55,673,852

 

April

 

 

6.76

 

 

 

5.30

 

 

 

35,461,945

 

 

 

5.09

 

 

 

3.87

 

 

 

54,555,360

 

May

 

 

5.46

 

 

 

4.65

 

 

 

38,921,360

 

 

 

4.01

 

 

 

3.44

 

 

 

64,893,770

 

June

 

 

5.14

 

 

 

4.08

 

 

 

37,098,516

 

 

 

3.80

 

 

 

3.05

 

 

 

72,406,690

 

July

 

 

4.57

 

 

 

3.58

 

 

 

34,624,660

 

 

 

3.53

 

 

 

2.87

 

 

 

59,811,256

 

August

 

 

3.90

 

 

 

3.01

 

 

 

32,526,059

 

 

 

3.09

 

 

 

2.38

 

 

 

64,472,510

 

September

 

 

4.01

 

 

 

3.11

 

 

 

65,364,880

 

 

 

3.24

 

 

 

2.50

 

 

 

75,863,660

 

October

 

 

3.99

 

 

 

2.89

 

 

 

48,233,758

 

 

 

3.20

 

 

 

2.26

 

 

 

53,773,316

 

November

 

 

4.11

 

 

 

3.13

 

 

 

68,146,460

 

 

 

3.24

 

 

 

2.44

 

 

 

63,289,724

 

December

 

 

3.87

 

 

 

3.21

 

 

 

54,387,360

 

 

 

3.08

 

 

 

2.50

 

 

 

42,864,400

 

 

Dividends

In December 2012, the Board approved an annualized dividend of $0.20 per common share, payable quarterly ($0.05 per quarter). In November 2013, the Board increased the quarterly rate by 20% to $0.06 per common share ($0.24 per common share annualized), and in November 2014, the Board increased the quarterly rate by 17% to $0.07 per common share ($0.28 per common share annualized). On February 11, 2016, we suspended the quarterly dividend.

Our Senior Credit Facility allows the payment of dividends as long as no default or event of default has occurred and if our pro forma senior net leverage covenant is less than or equal to 1.75:1. Amendments to the Senior Credit Facility prohibit distributions until after March 31, 2019.

The senior notes contain a restricted payments covenant that limits our ability to make payments in the nature of dividends, and distributions. The restricted payments basket grows from a starting point of January 1, 2010 for the 2021 and 2024 senior notes, from October 1, 2016 for the 2023 senior notes, and from October 1, 2017 for the 2026 senior notes, by, among other things, 50% of cumulative consolidated net earnings, and decreases by 100% of cumulative consolidated net losses as defined in the note agreements, and cumulative payments made to shareholders. Based on our consolidated financial results for the period ended December 31, 2015, the governing net restricted payments basket under the senior notes was negative $152 million prohibiting us from making any further dividend payments for dividends declared on or after December 31, 2015 until the governing restricted payments basket becomes positive.

Based on our consolidated financial results for the period ended December 31, 2017, the relevant restricted payments basket was negative $213 million, prohibiting us from making any further dividend payments until the governing restricted payments basket once again becomes positive.

 

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The table below shows the dividends declared on our common shares for the three-year period ending December 31, 2017:

 

Record Date

 

Payment Date

 

Amount per common share ($)

 

November 6, 2015

 

November 18, 2015

 

 

0.07

 

August 10, 2015

 

August 21, 2015

 

 

0.07

 

May 15, 2015

 

May 29, 2015

 

 

0.07

 

February 27, 2015

 

March 12, 2015

 

 

0.07

 

 

Shareholder Rights Plan

On June 1, 2010, we converted from Precision Drilling Trust, an income trust, to a corporation. When unitholders of Precision Drilling Trust approved the plan of arrangement to convert to a corporate structure, they also approved the adoption of a shareholder rights plan. The plan is designed to protect the rights of all shareholders and maximize value if there is ever a take-over bid for Precision.

Take-over bids can be coercive or discriminatory, or initiated at a time when it may be difficult for the Board to prepare an adequate response.

Our shareholder rights plan discourages these kinds of offers by creating potential significant dilution to the offeror by issuing contingent rights to all our shareholders to acquire additional Precision shares at a significant discount to the prevailing market price that could, in certain circumstances, be exercised by all our shareholders other than the offeror and its associates, affiliates and joint actors.

An offeror can avoid the potential dilution by making an offer that either:

 

qualifies as a permitted bid under our shareholder rights plan and therefore meets certain specified conditions (including a minimum deposit period of 60 days) and aims to ensure all shareholders are treated equally, or

 

does not qualify as a permitted bid but is negotiated with us and is exempted from the shareholder rights plan because the offer can be bargained for agreed terms and conditions that we believe are in the best interests of Precision shareholders.

Precision’s shareholders confirmed the continuation and revisions to the plan at the 2013 annual and special meeting of shareholders and confirmed the continuation of the plan at the 2016 annual meeting of shareholders.

Term and Expiration

Our shareholder rights plan expires on the Expiration Time, which is defined as (i) the date the Rights (as defined below) are redeemed (the Termination Time) or (ii) the termination of the annual meeting of Precision shareholders in the year 2019, whichever is earlier.

Issue of Rights

Under our shareholder rights plan agreement with Computershare Trust Company of Canada (Computershare) as our rights agent, we issued one right (Right) for each Precision common share that was outstanding at the close of business June 2, 2010, the effective date of our shareholder rights plan (the Effective Date), and one right for each additional common share that was issued after that date, subject to the terms and conditions of the plan.

Issuing Rights is not dilutive and will not affect reported earnings or cash flow per Precision share unless the Rights separate from the underlying Precision shares for which they were issued and become exercisable or are exercised.

Issuing Rights will also not change the way Precision shareholders currently trade their Precision shares and is not intended to interfere with Precision’s ability to undertake equity offerings in the future.

Rights Exercise Privilege

The Rights will separate from our shares, unless delayed by the Board, and will be exercisable 10 trading days (the Separation Time) after a person has acquired, or commenced a take-over bid to acquire, 20% or more of our shares, other than by an acquisition pursuant to a take-over bid permitted by our shareholder rights plan (a Permitted Bid). The acquisition by any person (an Acquiring Person) of 20% or more of our shares, other than by way of a Permitted Bid, is referred to as a Flip-in Event. Any Rights held by an Acquiring Person will become void if a Flip-in Event occurs.

Each Right (other than those held by an Acquiring Person) entitles its holder to purchase additional Precision shares at a substantial discount to their prevailing market price at the time.

Permitted Bid Requirements

A take-over bid must meet the following requirements to qualify as a Permitted Bid:

 

the bid must be made by way of a formal take-over bid circular under applicable securities legislation

 

the bid must be made to all registered holders of Precision shares (other than the offeror)

 

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the bid must be subject to irrevocable and unqualified provisions that:

 

the bid will remain open for acceptance for at least 60 days from the date of the bid

 

the bid will be subject to a minimum tender condition of more than 50% of the Precision shares held by independent shareholders

 

shares may be deposited to the bid at any time from the date of the bid until the date the shares may be taken up and paid for and shares may be withdrawn until taken up and paid for

 

the bid will be extended for at least 10 business days if more than 50% of the Precision shares held by independent shareholders are deposited to the bid (and the offeror shall make a public announcement of that fact).

A competing take-over bid that is made while a Permitted Bid is outstanding will be considered a Permitted Bid under our shareholder rights plan if the competing bid satisfies all the criteria for Permitted Bid status, except that it may expire on the same date (which may be less than 60 days after the bid has started) as the Permitted Bid outstanding (subject to the current statutory minimum shortened deposit period of 35 days from the start of the bid).

Permitted Lock-up Agreement

A person will not become an Acquiring Person when entering into an agreement (a Permitted Lock-Up Agreement) with a Precision shareholder where the Precision shareholder (the Locked-Up Person) agrees to deposit or tender its Precision shares to a take-over bid (the Lock-Up Bid) made by that person, provided the agreement meets certain requirements, including that:

 

the terms of the agreement are publicly disclosed and a copy is publicly available

 

the Locked-Up Person can terminate its obligation under the agreement in order to tender its Precision shares to another take-over bid or transaction where:

 

the offer price or value of the consideration payable is (A) greater than the price or value of the minimum, which cannot be more than 107% of the offer price under the Lock-Up Bid or (B) equal to or greater than a specified minimum, which cannot be more than 107% of the offer price under the Lock-Up Bid

 

if less than 100% of the number of outstanding Precision shares held by independent shareholders are offered to be purchased under the Lock-Up Bid, the number of Precision shares offered to be purchased under another take-over bid or transaction (at an offer price not lower than pursuant to the Lock-Up Bid) is (A) greater than the number offered to be purchased under the Lock-Up Bid or (B) equal to or greater than a specified number, which cannot be more than 107% of the number offered to be purchased under the Lock-Up Bid

 

if the Locked-Up Person fails to deposit its Precision shares to the Lock-Up Bid, no break fees or other penalties that exceed, in the aggregate, the greater of (A) 2.5% of the price or value of the consideration payable under the Lock-Up Bid and (B) 50% of the increase in consideration resulting from another take-over bid or transaction, shall be payable by the Locked-Up Person.

Certificates and Transferability

Before the Separation Time, a legend imprinted on Precision share certificates representing Precision shares issued after the Effective Date will serve as proof of the Rights. Rights will trade together with, and may not be transferred separately from, the Precision shares.

As of Separation Time, separated certificates will serve as proof of the Rights. Rights may be transferred separately from the Precision shares.

Waiver

The Board, acting in good faith, may, before a Flip-In Event occurs, waive the application of our shareholder rights plan to a particular Flip-In Event where the take-over bid is made by a take-over bid circular to all holders of our shares. If the Board exercises its power to waive one take-over bid, the waiver will also apply to any other take-over bid for our shares made by a take-over bid circular to all holders of our shares before the expiry of any other bid for which our shareholder rights plan has been waived.

The Board may also waive the application of our shareholder rights plan for a Flip-In Event that has occurred inadvertently, as long as the Acquiring Person that inadvertently triggered the Flip-In Event reduces its beneficial holdings below 20% of the outstanding Precision shares within 14 days or another date determined by the Board.

The Board may waive the application of our shareholder rights plan to any other Flip-In Event before it occurs if it has received shareholder approval.

Redemption

Rights are deemed to be redeemed following completion of a Permitted Bid (including a competing Permitted Bid) or any other take-over bid for which the Board has waived the application of our shareholder rights plan.

With shareholder approval, the Board may also, prior to the occurrence of a Flip-In Event, elect to redeem all the then outstanding Rights at a nominal redemption price of $0.00001 per Right.

 

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Exemptions for Investment Advisors, etc.

Investment advisors (for their client accounts), trust companies (acting in their capacity as trustees or administrators), statutory bodies whose business includes the management of funds (for employee benefit plan, pension plans or insurance plans of various public bodies), and administrators or trustees of registered pension plans or funds and agents or agencies of the Crown, which acquire more than 20% of the outstanding Precision shares, are effectively exempted (through the definition of “beneficial ownership” under our shareholder rights plan) from triggering a Flip-In Event provided that they are not in fact making, either alone, jointly or in concert with any other person, a take-over bid.

Directors’ Duties

Our Shareholder Rights Plan will not in any way lessen or affect the duty of the Board to act honestly and in good faith with a view to the best interests of Precision. If there is a take-over bid or a similar proposal, the Board will still have the duty to take action and make recommendations to Precision shareholders that it considers appropriate.

If there is a conflict between this summary and the provisions of the Shareholder Rights Plan Agreement, the Shareholder Rights Plan Agreement, as amended and restated, will govern. You can request a copy by contacting our Corporate Secretary:

Precision Drilling Corporation

Suite 800, 525 – 8th Avenue SW

Calgary, Alberta, Canada T2P 1G1

Attention: Corporate Secretary

Email: corporatesecretary@precisiondrilling.com

Tel: 403.716.4500

Fax: 403.264.0251

Preferred Shares

The number of preferred shares that may be authorized for issue at any time cannot exceed more than half of the number of issued and outstanding common shares. There are currently no preferred shares issued and outstanding.

We can issue preferred shares in one or more series. The Board must pass a resolution determining the number of shares in each series, and the designation, rights, privileges, restrictions and conditions for each series, before the shares can be issued. This includes the rate or amount of dividends, when and where dividends are paid, the dates dividends accrue from any rights or obligations for us to buy or redeem the shares, and the price, terms and conditions, and any conversion rights.

Material Debt

As at December 31, 2017, we had:

 

US$500 million (excluding outstanding letters of credit of US$21 million) available under the Senior Credit Facility

 

US$249 million outstanding under the 2011 offering of 6.50% senior unsecured notes due 2021 (the 2021 Notes)

 

US$350 million outstanding under the 2016 offering of 7.75% senior unsecured notes due 2023 (the 2023 Notes)

 

US$400 million outstanding under the 2014 offering of 5.25% senior unsecured notes due 2024 (the 2024 Notes)

 

US$400 million outstanding under the 2017 offering of 7.125% senior unsecured notes due 2026 (the 2026 Notes)

 

The following is a summary of the material terms of the Senior Credit Facility, the 2021 Notes, the 2023 Notes, the 2024 Notes and the 2026 Notes. Copies of the Senior Credit Facility and the note indenture governing the 2021 Notes (the 2021 Note Indenture), the note indenture governing the 2023 Notes (the 2023 Note Indenture), the note indenture governing the 2024 Notes (the 2024 Note Indenture) and the note indenture governing the 2026 Notes (the 2026 Notes Indenture) are available on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

Senior Credit Facility

We entered into the Senior Credit Facility with a syndicate of lenders and the Royal Bank of Canada as administrative agent in 2010.

The Senior Credit Facility is an extendible revolving term credit facility that is used for general corporate purposes and is secured by liens on substantially all our present and future assets and the present and future assets of our material U.S. and Canadian subsidiaries (including subsidiaries we have designated material, collectively the Material Subsidiaries, as set out in the Senior Credit Facility). The Senior Credit Facility includes representations and warranties, covenants and events of default that are customary for transactions of this nature, including financial ratio covenants that are tested quarterly or prior to certain distributions or junior debt repayments.

In March 2015, we amended certain financial covenants under the credit agreement governing our Senior Credit Facility to, among other things, temporarily increase the maximum consolidated total debt to Adjusted EBITDA ratio (as defined in the credit agreement) to 6:1 from 4:1 and temporarily reduce the minimum interest coverage ratio to 2.5:1 from 2.75:1, in each case until December 31, 2016.

 

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In October 2015, we further amended the credit agreement, whereby we reduced the size of the Senior Credit Facility to US$550 million from US$650 million and eliminated the consolidated total debt to adjusted EBITDA financial covenant ratio in its entirety. We further decreased the minimum interest coverage ratio to 2:1 from 2.5:1 for a temporary period up to and including December 31, 2017, which under the amendment would revert to 2.5:1 thereafter until the maturity date of the facility. We also reduced the maximum consolidated senior debt to adjusted EBITDA financial covenant ratio to 2.5:1 from 3:1 and added a new debt covenant whereby we agreed to not incur or assume more than US$250 million in new unsecured debt other than where the new unsecured debt is used to refinance existing unsecured debt or the new debt is assumed through an acquisition.

In April 2016, we agreed with our lending group to the following amendments to our Senior Credit Facility:

 

reduce the Adjusted EBITDA (as defined in the credit agreement) to interest expense coverage ratio of greater than or equal to 2:1 to 1.5:1, reverting to 2.5:1 for periods ending after March 31, 2018

 

permit second lien debt not to exceed US$400 million subject to certain terms and conditions

 

amend certain negative covenants to prohibit distributions during the covenant relief period, among other things

 

add a new covenant with respect to anti-cash hoarding whereby we are only permitted to draw a maximum of US$50 million on the facility if the only purpose is to accumulate cash

 

add a new covenant that restricts the repurchase and redemption of unsecured debt if our pro-forma liquidity is less than US$500 million during the covenant relief period.

In January 2017, we agreed with our lenders to the following amendments to our Senior Credit Facility:

 

reduce the Adjusted EBITDA (as defined in the credit agreement) to interest expense coverage ratio to greater than or equal to 1.25:1 for periods ending March 31, June 30 and September 30, 2017. For the periods ending December 31, 2017 and March 31, 2018, the ratio is 1.5:1, and reverting to 2.5:1 thereafter

 

reduce the size of the facility to US$525 million.

In November 2017, we agreed with our lenders to the following amendments to our Senior Credit Facility:

 

the Adjusted EBITDA (as defined in the credit agreement) to interest expense coverage ratio to greater than or equal to 1.50:1 for the period ending March 31, 2018. For the periods ending June 30, September 30, December 31, 2018 and March 31, 2019, the ratio is 2.0:1, and reverts to 2.5:1 thereafter

 

reduce the size of the facility to US$500 million

 

permit the redemption and repurchase of junior debt subject to a pro forma consolidated senior net leverage covenant ratio of less than or equal to 1.75:1

 

permit distributions post the covenant relief period subject to a pro forma consolidated senior net leverage covenant ratio of less than or equal to 1.75:1.

At December 31, 2017, we were in compliance with the covenants of the Senior Credit Facility.

The table below sets out the key features of the Senior Credit Facility as of March 13, 2018:

 

 

Key Features of Senior Credit Facility

 

Amount

  provides senior secured financing of up to US$500 million

  includes a provision to increase the credit facility limit by up to an additional US$250 million during the covenant relief period and US$300 million thereafter (subject to certain conditions, including obtaining additional lender commitments)

 

Term and repayment

  matures and to be repaid in full on the earlier of November 21, 2021 and 90 days inside the maturity of any junior debt

  provides us the option to request the lenders to extend the term of the facility at their discretion for up to five years from the date of request

 

Letters of credit

  provides for letters of credit (including letters of guarantee) in U.S. or Canadian dollars or other currencies acceptable to the fronting lender up to a total of US$200 million (as a sublimit of the overall commitments)

 

Interest rates and fees

  provides us the option to choose the interest rate on loans denominated in U.S. or Canadian dollars:

–  either a margin over a U.S. base rate or a margin over LIBOR for U.S. dollar loans

–  either a margin over the Canadian prime rate or a margin over the Bankers’ Acceptance rate for Canadian dollar loans. The margins are based on the then applicable ratio of consolidated total debt to adjusted EBITDA (as defined in the credit agreement governing our Senior Credit Facility) (margin ratio)

  also provides for:

–  a standby fee for each lender calculated on the unused amount of its commitment at a percentage based on the applicable margin ratio

–  an issue fee on the outstanding amount of the letters of credit equal to the margin applicable to LIBOR loans and Bankers’ Acceptances (subject to reduction in fees for non-financial letters of credit)

–  a fronting fee to be paid to each fronting lender

 

 

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Key Features of Senior Credit Facility

 

Guarantees and security

   we and our Material Subsidiaries have pledged substantially all our respective present and future assets, secured by a perfected first priority lien, subject to certain permitted encumbrances, as security for our obligations (including obligations to cash management providers, operating lenders and swap providers). All Material Subsidiaries have also guaranteed these obligations

   if we receive a corporate credit rating of at least BBB- from S&P and Baa3 from Moody’s, we have the option to require the security to be released (with a corresponding obligation to re-grant security if the rating drops below this threshold after the release). We currently have a corporate credit rating of BB from Standard & Poor’s Ratings Services (S&P) and a rating of B2 from Moody’s Investors Service, Inc. (Moody’s)

 

Certain covenants and events of default

   subject to certain exceptions, several covenants restrict our ability and the ability of our Material Subsidiaries to do any of the following, among other things:

–  incur or assume additional debt

–  dispose of assets

–  make or pay dividends, share redemptions, or other distributions if an event of default has occurred

–  change our primary business

–  incur or assume liens on assets

–  enter into mergers, consolidations, or amalgamations

–  enter into speculative swap agreements

–  repay junior debt

   also includes customary affirmative covenants and events of default

   we must also comply with the following financial covenant ratios, each calculated for the most recent four consecutive fiscal quarters:

–  a maximum consolidated senior debt to adjusted EBITDA ratio of 2.5:1 (the consolidated senior debt to adjusted EBITDA ratio may increase to 3:1 for the first three fiscal quarters following a material acquisition that involves total consideration of more than 5% of our consolidated net tangible assets)

–  a minimum interest coverage ratio of 1.50:1 for the period ending March 31, 2018, 2.0:1 for the period from April 1, 2018 up to and including March 31, 2019, reverting to 2.5:1 thereafter until the maturity date of the facility

   no more than US$250 million in new unsecured debt can be incurred or assumed except where the new unsecured debt is used to refinance existing unsecured debt or the new unsecured debt is assumed through an acquisition

 

 

 

 

Operating Facilities

We have a $40 million secured operating facility, a US$15 million secured operating facility, and a US$30 million secured facility for letters of credit. Availability of the $40 million operating facility was reduced by outstanding letters of credit of $21 million. Availability of the US$30 million secured facility for letters of credit was reduced by outstanding letters of credit of US$13 million. No amount was drawn on the US$15 million secured operating facility with the full US$15 million remaining available for drawdown. The facilities are primarily secured by charges on substantially all of our present and future property and Material Subsidiaries. Advances under the $40 million operating facility are available at a margin over the banks’ prime Canadian lending rate, United States base rate, LIBOR, or Bankers’ Acceptance rate, or in combination, and under the US$15 million facility at the banks’ prime lending rate. Issuance fees at agreed rates are payable on the amounts of any letters of credit outstanding under the $40 million operating facility and the US$30 million letter of credit facility.

 

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Senior Unsecured Notes

Since 2010, we have completed six offerings of senior unsecured notes in private placements to Canadian and U.S. investors. In 2017, we completed a tender offer to repurchase all of the outstanding 2020 Notes and a portion of the outstanding 2021 Notes. The senior unsecured notes listed below remain outstanding and are denominated in U.S. dollars (all payments on the notes are made in that currency).

 

 

 

 

 

 

 

2021 Notes

2024 Notes

2023 Notes

2026 Notes

 

Completed July 29, 2011

 

 

Issued under and governed by the 2021 Note Indenture

 

Completed June 3, 2014

 

 

Issued under and governed by the 2024 Note Indenture

 

Completed November 4, 2016

 

Issued under and governed by the 2023 Note Indenture

 

Completed November 22, 2017

 

Issued under and governed by the 2026 Note Indenture

 

Trustee

 

∎    Bank of New York Mellon (U.S. Trustee)

∎    Computershare (Canadian Trustee)

 

 

∎    Bank of New York Mellon (U.S. Trustee)

∎    Computershare (Canadian Trustee)

 

 

∎    Bank of New York Mellon (U.S. Trustee)

∎    Computershare (Canadian Trustee)

 

 

∎    Bank of New York Mellon (U.S. Trustee)

∎    Computershare (Canadian Trustee)

Principal outstanding

 

∎    US$249 million

 

 

∎    US$400 million

 

 

∎    US$350 million

 

∎    US $400 million

Interest

 

∎    6.50%

∎    paid in cash semi-annually on June 15 and December 15 to holders of record on June 1 and December 1

∎    calculated on a 360-day year of 12 30-day months

 

 

∎    5.25%

∎    paid in cash semi-annually on May 15 and November 15 to holders of record on May 1 and November 1

∎    calculated on a 360-day year of 12 30-day months

 

∎    7.75%

∎    paid in cash semi-annually on June 15 and December 15 to holders of record on June 1 and December 1

∎    calculated on a 360-day year of 12 30-day months

 

∎    7.125%

∎    paid in cash semi-annually on January 15 and July 15 to holders of record on January 1 and July 1

 

∎    calculated on a 360-day year of 12 30-day months

Maturity date

 

∎    December 15, 2021

 

 

∎    November 15, 2024

 

 

∎    December 15, 2023

∎    January 15, 2026

Net proceeds

 

∎    used to fund our capital expenditure program and for general corporate purposes

 

 

∎    used to fund our capital expenditure program and for general corporate purposes

 

 

∎    used together with cash on hand to redeem our $200 million 2019 Notes and a portion of our outstanding 2020 Notes and repurchase a portion of our outstanding 2021 Notes

 

 

∎    used together with cash on hand to repurchase and redeem the US$372 million outstanding 2020 Notes and repurchase a portion of our outstanding 2021 Notes

Interest payments

 

∎    began on December 15, 2011

∎    interest accrues from the most recent date to which interest was paid

 

 

∎    began on November 15, 2014

∎    interest accrues from the most recent date to which interest was paid

 

∎    began on June 15, 2017

 

∎    interest accrues from the most recent date to which interest was paid

 

∎    begins on July 15, 2018

 

∎    interest accrues from the date of issue, and after the first interest payment, from the most recent date to which interest was paid

 


 

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2021 Notes

2024 Notes

2023 Notes

2026 Notes

Redemption features

 

Beginning December 15, 2016

∎    in whole or in part at any time before December 15, 2019, at redemption prices ranging between 103.250% and 101.083% of their principal amount plus accrued interest

 

Beginning December 15, 2019

∎    for their principal amount plus accrued interest

 

Prior to May 15, 2019

∎    in whole or in part at 100.0% of their principal amount, plus accrued interest and the greater of 1.0% of the principal amount of each note to be redeemed and any excess of the present value of the May 15, 2019 redemption price plus required interest payments through May 15, 2019 (calculated using a discount rate equal to the U.S. Treasury rate plus 50 basis points) over the principal amount of the note

 

Beginning May 15, 2019

∎    in whole or in part at any time before May 15, 2022, at redemption prices ranging between 102.625% and 100.875% of their principal amount plus accrued interest

 

Beginning May 15, 2022

∎    for their principal amount plus accrued interest

 

Prior to December 15, 2019

∎    Up to 35% of the notes with the net proceeds of certain equity offerings at a redemption price equal to 107.75% of their principal amount plus accrued interest

 

Prior to December 15, 2019

∎    in whole or in part at 100.0% of their principal amount, plus accrued interest and the greater of 1.0% of the principal amount of each note to be redeemed and any excess of the present value of the December 15, 2019 redemption price plus required interest payments through December 15, 2019 (calculated using a discount rate equal to the U.S. Treasury rate plus 50 basis points) over the principal amount of the note

 

Beginning December 15, 2019      

∎    in whole or in part at any time before December 15, 2021, at redemption prices ranging between 103.875% and 101.938% of their principal amount plus accrued interest

 

Beginning December 15, 2021

∎    for their principal amount plus accrued interest

 

 

Prior to November 15, 2020

∎    Up to 35% of the notes with the net proceeds of certain equity offerings at a redemption price equal to 107.125% of their principal amount plus accrued interest

 

Prior to November 15, 2020

∎    in whole or in part at 100.0% of their principal amount, plus accrued interest and the greater of 1.0% of the principal amount of each note to be redeemed and any excess of the present value of the November 15, 2020 redemption price plus required interest payments through November 15, 2020 (calculated using a discount rate equal to the U.S. Treasury rate plus 50 basis points) over the principal amount of the note

 

Beginning November 15, 2020

∎    in whole or in part at any time before November 15, 2022, at redemption prices ranging between 105.344% and 101.781% of their principal amount plus accrued interest

 

Beginning November 15, 2022

∎    for their principal amount plus accrued interest

Change of control

 

∎    each holder of the notes has the right to sell all or a portion of its notes to us for cash equal to 101% of the principal amount, plus accrued interest to the date of purchase

 

 

∎    each holder of the notes has the right to sell all or a portion of its notes to us for cash equal to 101% of the principal amount, plus accrued interest to the date of purchase

 

 

∎    each holder of the notes has the right to sell all or a portion of its notes to us for cash equal to 101% of the principal amount, plus accrued interest to the date of purchase

 

 

∎    each holder of the notes has the right to sell all or a portion of its notes to us for cash equal to 101% of the principal amount, plus accrued interest to the date of purchase

 

 

 

Subject to certain exceptions, the four note indentures limit our ability and the ability of some of our subsidiaries to do any of the following, among other things:

 

incur additional indebtedness and issue preferred shares

 

create liens

 

make restricted payments, including the payment of dividends

 

create or permit to exist restrictions on our ability (or the ability of certain subsidiaries) to make certain payments and distributions

 

engage in amalgamations, mergers or consolidations

 

make certain dispositions and transfers of assets, and

 

engage in transactions with affiliates.

The senior notes require that we comply with certain covenants including an incurrence based Consolidated Interest Coverage Ratio test, as defined in the senior note agreements, of 2.0:1 for the most recent four consecutive fiscal quarters. In the event that our Consolidated Interest Coverage Ratio is less than 2.0:1 for the most recent four consecutive fiscal quarters the senior notes restrict our ability to incur additional indebtedness. As at December 31, 2017, our senior notes Consolidated Interest Coverage Ratio was 2.16:1.

 

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Each of the 2021 Notes, the 2023 Notes, the 2024 Notes and the 2026 Notes are general unsecured obligations and rank senior in right of payment to all our future obligations that are subordinate in right of payment to these notes and equal in right of payment with all our other existing and future obligations.

Shelf Registration

In August 2016, we completed the filing of a short form base shelf prospectus with the securities regulatory authorities in each of the provinces of Canada and a corresponding registration statement in the United States, for the offering of up to $1 billion of common shares, preferred shares, debt securities, warrants, subscription receipts or units (the Securities). The Securities may be offered from time to time during the 25-month period for which the short form base shelf prospectus remains valid.

Credit Ratings

Credit ratings affect our ability to obtain short and long-term financing, the cost of this financing, and our ability to engage in certain business activities cost-effectively. On November 8, 2017, Moody’s Investors Service Inc. (Moody’s) affirmed our corporate credit rating of B2 and senior unsecured credit rating of B3. On November 8, 2017, Standard & Poor’s Financial Services LLC (S&P) affirmed our corporate credit rating of BB and senior unsecured credit rating of BB. On November 8, 2017, Fitch Ratings, Inc. (Fitch) assigned a first-time Corporate rating of Precision of B+ and also assigned a rating of BB+ to our Senior Credit Facility and a rating of BB- to our 2026 Notes.

 

 

Moody’s

S&P

Fitch

Corporate credit rating

 

B2

   BB

  B+

Senior Credit Facility rating

 

Not rated

   Not rated

  BB+

Senior unsecured credit rating

(2021 Notes, 2023 Notes, 2024 Notes and 2026 Notes)

 

B3

   BB

  BB-(1)

Note:

(1) Fitch rating only applies to our 2026 Notes.

 

Understanding Credit Ratings

Moody’s

Moody’s credit rating is their opinion of our ability to honour senior unsecured financial obligations and contracts

  rating scale from Aaa (highest) to C (lowest quality of securities rated)

  Moody’s rating of B is the sixth highest of nine categories and denotes obligations considered speculative and are subject to high credit risk

  a modifier of 1, 2 or 3 after a rating indicates the relative standing within a particular rating category. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category, 2 indicates a mid-range ranking and 3 indicates a ranking in the lower end of the generic rating category

S&P

S&P’s credit rating is a forward-looking opinion about our overall financial capacity (or creditworthiness) to pay our financial obligations

  rating scale from AAA to D, which represents the range from highest to lowest quality

  a credit rating of BB by S&P is the fifth highest of 10 categories

  under the S&P rating system, an obligor with debt securities rated BB is less vulnerable in the near-term than other lower-rated obligors, but faces major ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments

  the addition of a plus (+) or minus (-) designation after the rating indicates the relative standing within a particular rating category

Fitch

Fitch’s credit rating is their opinion of our relative ability to meet financial commitments, such as interest, repayment of principal, insurance claims or counterparty obligations

  rating scale from AAA (highest) to C (lowest quality of securities rated)

  Fitch’s rating of B is the sixth highest of nine categories

  the additional of a plus (+) or minus (-) designated after the rating indirect the relative standing within a particular rating category

 

Credit ratings assigned by the rating agencies are not recommendations to buy, hold or sell the debt, and the ratings are not a comment on market price or suitability for a particular investor. There is no assurance that a rating will remain in effect for a given period or that any rating will not be revised or withdrawn entirely by a rating agency in the future if it believes circumstances warrant it. Credit ratings by different agencies are independent of one another and should be evaluated separately. We pay customary fees to credit rating agencies.


 

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RISKS IN OUR BUSINESS

 

 

 

 

 

 

 

 

 

 

 

 

Investing in Precision shares presents risk. Take time to read about the risks described below and other important information in this AIF and our other disclosure documents before making an investment decision. You may also want to seek advice from an expert.

Our enterprise risk management framework operates at the business and functional levels and is designed to identify, evaluate and mitigate risks within each of the risk categories below. It leverages the risk framework in each of our businesses, which includes Precision’s risk policies, guidelines and review mechanisms.

Our businesses routinely encounter and manage risks, some of which may cause our future results to be different, and sometimes materially different than what we presently anticipate. We describe certain important strategic, operational, financial, legal and compliance risks. Our response to developments in those risk areas and our reactions to material future developments will affect our future results.

 

Our operations depend on the price of oil and natural gas

We sell our services to oil and natural gas exploration and production companies. Macroeconomic and geopolitical factors associated with oil and natural gas supply and demand are the primary factors driving pricing and profitability in the oilfield services industry. Generally, we experience high demand for our services when commodity prices are relatively high and the opposite is true when commodity prices are low, as is currently the case. The volatility of crude oil and natural gas prices accounts for much of the cyclical nature of the oilfield services business.

The markets for oil and natural gas are separate and distinct. Oil is a global commodity with a vast distribution network, although the differential between benchmarks such as West Texas Intermediate, Western Canadian Select, and European Brent crude oil can fluctuate. As in all markets, when supply, demand, inability to access domestic or export markets and other factors change, so can the spreads between benchmarks. The most economical way to transport natural gas is in its gaseous state by pipeline, and the natural gas market depends on pipeline infrastructure and regional supply and demand. However, developments in the transportation of liquefied natural gas in ocean going tanker ships have introduced an element of globalization to the natural gas market.

Worldwide military, political and economic events, such as conflict in the Middle East, expectations for global economic growth, or initiatives by OPEC and other major petroleum exporting countries, can affect supply and demand for oil and natural gas. Weather conditions, governmental regulation (in Canada and elsewhere), levels of consumer demand, the availability and pricing of alternate sources of energy (including renewal energy initiatives), the availability of pipeline capacity, U.S. and Canadian natural gas storage levels, and other factors beyond our control can also affect the supply of and demand for oil and natural gas and lead to future price volatility.

The North American land drilling industry has been in a deep downturn for over three years, a result of lower commodity prices restricting customer spending and decreasing drilling demand. In 2017, approximately 15,800 wells were started onshore in the U.S., compared to approximately 11,200 in 2016, 20,500 in 2015 and 43,700 in 2014. In 2017, the industry drilled 6,959 wells in western Canada, compared to 3,963 in 2016, 5,241 in 2015 and 10,942 in 2014. According to industry sources, the U.S. average active land drilling rig count was up approximately 76% in 2017, compared to 2016, and the Canadian average active land drilling rig count was up approximately 58% during the same period. However, oil and natural gas prices remained volatile throughout 2017 and could continue at these relatively low levels or lower levels for the foreseeable future. Prices have been negatively affected since late 2014 by a combination of factors, including increased production, the decisions of OPEC and a strengthening in the U.S. dollar relative to most other currencies. These factors have adversely affected, and could continue to adversely affect, the prices of oil and natural gas, which would adversely affect the level of capital spending by our customers and in turn could have a material and adverse effect on our results of operations. As a result of the continued pressure on commodity prices, many of our customers have reduced spending budgets for 2018 compared to periods prior to the downturn, and further reductions in commodity prices or prices remaining at current levels for a prolonged period may result in further reductions in capital budgets in the future. Moreover, the prolonged reduction in oil and natural gas prices has depressed, and may continue to depress, and the availability and pricing of alternative sources of energy may depress, the overall level of exploration and production activity, resulting in corresponding decline in the demand for our services that has had, could continue to have and may have, as applicable, a material adverse effect on our revenue, cash flow and profitability and restrict our ability to make capital expenditures compared to periods prior to the downturn. In addition, sustained periods with oil and natural gas prices at current or lower levels could also lead to lower future revenues if these prices caused our customers to avoid re-contracting rigs currently under contract, therefore making our Senior Credit Facility financial covenants more difficult to attain.

Lower oil and natural gas prices could also cause our customers to renegotiate, terminate or fail to honour their drilling contracts with us, which could affect the anticipated revenues that support our capital expenditure program and future

 

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contracted deliveries of new-build rigs. In addition, lower oil and natural gas prices, lower demand for oilfield services or lower rig utilization could affect the existing fair market value of our rig fleet, which in turn could trigger a write down for accounting purposes. There is no assurance that demands for our services or conditions in the oil and natural gas and oilfield services sector will not decline in the future, and a significant decline in demand could have a material adverse effect on our financial condition.

We have accounts receivable with customers in the oil and natural gas industry and their revenues may be affected by fluctuations in commodity prices. Our ability to collect receivables may be adversely affected by any prolonged weakness in oil and natural gas prices.

 

Intense price competition and the cyclical nature of the contract drilling industry could have an adverse effect on revenue and profitability

The contract drilling business is highly competitive with many industry participants. We compete for drilling contracts that are usually awarded based on competitive bids. We believe pricing and rig availability are the primary factors potential customers consider when selecting a drilling contractor. We believe other factors are also important, such as the drilling capabilities and condition of drilling rigs, the quality of service and experience of rig crews, the safety record of the contractor and the particular drilling rig, the offering of ancillary services, the ability to provide drilling equipment that is adaptable to and having personnel familiar with new technologies and drilling techniques, and rig mobility and efficiency.

Historically, contract drilling has been cyclical with periods of low demand, excess rig supply and low dayrates, followed by periods of high demand, short rig supply and increasing dayrates. Periods of excess drilling rig supply intensify the competition and often result in rigs being idle. There are numerous contract drilling companies in the markets where we operate, and an oversupply of drilling rigs can cause greater price competition. Contract drilling companies compete primarily on a regional basis, and the intensity of competition can vary significantly from region to region at any particular time. If demand for drilling services is better in a region where we operate, our competitors might respond by moving suitable drilling rigs in from other regions, reactivating previously stacked rigs or purchasing new drilling rigs. An influx of drilling rigs into a market from any source could rapidly intensify competition and make any improvement in the demand for our drilling rigs short-lived, which could in turn have a material adverse effect on our revenue, cash flow and earnings.

Our business results and the strength of our financial position are affected by our ability to strategically manage our capital expenditure program in a manner consistent with industry cycles and fluctuations in the demand for contract drilling services. If we do not effectively manage our capital expenditures or respond to market signals relating to the supply or demand for contract drilling and oilfield services, it could have a material adverse effect on our revenue, operations and financial condition.

 

New capital expenditures in the contract drilling industry expose us to the risk of oversupply of equipment

Periods of high demand often lead to higher capital expenditures on drilling rigs and other oilfield services equipment. The number of newer drilling rigs competing for work in markets where we operate has increased as the industry has added new and upgraded rigs. The industry supply of drilling rigs may exceed actual demand because of the relatively long-life span of oilfield services equipment as well as the typically long time from when a decision is made to upgrade or build new equipment to when the equipment is built and placed into service. Excess supply resulting from industry-wide capital expenditures could lead to lower demand for term drilling contracts and for our equipment and services. The additional supply of drilling rigs has intensified price competition in the past and could continue to do so. This could lead to lower rates in the oilfield services industry generally and lower utilization of existing rigs. If any of these factors materialize, it would have an adverse effect on our revenue, cash flow, earnings and asset valuation.

 

We require sufficient cash flows to service and repay our debt

We will need sufficient cash flows in the future to service and repay our debt. Our ability to generate cash in the future is affected to some extent by general economic, financial, competitive and other factors that may be beyond our control. If we need to borrow funds in the future to service our debt, our ability will depend on covenants in the Senior Credit Facility, the 2021 Note Indenture, the 2023 Note Indenture, the 2024 Note Indenture, the 2026 Note indenture and other debt agreements we may have in the future, and on our credit ratings. We may not be able to access sufficient amounts under the Senior Credit Facility or from the capital markets in the future to pay our obligations as they mature, or to fund other liquidity requirements. If we are not able to borrow a sufficient amount or generate enough cash flow from operations to service and repay our debt, we will need to refinance our debt or we will be in default, and we could be forced to reduce or delay investments and capital expenditures or dispose of material assets or issue equity. We may not be able to refinance or arrange alternative measures on favourable terms or at all. If we are unable to service, repay or refinance our debt, it could have a negative impact on our financial condition and results of operations.

Repaying our debt depends on our guarantor subsidiaries generating cash flow and making it available to us by dividend, debt repayment or otherwise. Our guarantor subsidiaries may not be able to, or may not be permitted to, make distributions to allow us to make payments on our debt. Each guarantor subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from the subsidiaries. While the agreements governing certain existing debt limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions.

 

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A substantial portion of our operations is carried out through subsidiaries, and some of them are not guarantors of our debt. The assets and operations of the non-guarantor subsidiaries are not material, and these subsidiaries do not have any obligation to pay amounts due on the debt or to make funds available for that purpose.

If we do not receive dividends from our guarantor subsidiaries, we may be unable to make the required principal and interest payments, which could have a material adverse effect on our financial position and results of operations.

 

Customers’ inability to obtain credit/financing could lead to lower demand for our services

Many of our customers require reasonable access to credit facilities and debt capital markets to finance their oil and gas drilling activity. If the availability of credit to our customers is reduced, they may reduce their drilling and production expenditures, thereby decreasing demand for our products and services. A reduction in spending by our customers could adversely affect our operating results and financial condition.

 

Our debt facilities contain restrictive covenants

The Senior Credit Facility, the 2021 Note Indenture, the 2023 Note Indenture, the 2024 Note Indenture and the 2026 Note indenture contain a number of covenants which, among other things, restrict us and some of our subsidiaries from conducting certain activities (see Our Capital Structure – Material Debt – Senior Unsecured Notes on page 22). In the event Consolidated Interest Coverage Ratio (as defined in our four senior note indentures) is less than 2.0:1 for the most recent four consecutive fiscal quarters, the senior note indentures restrict our ability to incur additional indebtedness. As at December 31, 2017, our Consolidated Interest Coverage Ratio, as calculated per our senior note indentures, was 2.16:1.

In addition, we must satisfy and maintain certain financial ratio tests under the Senior Credit Facility (see Our Capital Structure – Material Debt on page 19). Events beyond our control could affect our ability to meet these tests in the future. If we breach any of the covenants, it could result in a default under the Senior Credit Facility or any of the note indentures. If there is a default under our Senior Credit Facility, the applicable lenders could decide to declare all amounts outstanding under the Senior Credit Facility or any of the note indentures to be due and payable immediately, and terminate any commitments to extend further credit. If there is an acceleration by the lenders and the accelerated amounts exceed a specific threshold, the applicable noteholders could decide to declare all amounts outstanding under any of the note indentures to be due and payable immediately.

At December 31, 2017, we were in compliance with the covenants of the Senior Credit Facility.

 

Uncertainty as to the position of the United States in respect of world affairs and events

As a result of the 2016 U.S. presidential election and the related change in political agenda, there is continued uncertainty as to the position the United States will take with respect to world affairs and events. This uncertainty may include issues such as U.S. support for existing treaty and trade relationships with other countries, including Canada. The executive branch of the U.S. government has also initiated the renegotiation of the terms of North American Free Trade Agreement (NAFTA). Implementation by the U.S. of new legislative or regulatory regimes, tarrifs or revisions to NAFTA could impose additional costs on us, decrease U.S. demand for our services or otherwise negatively impact us or our customers, which may have a material adverse effect on our business, financial condition and operations.

 

Risks and uncertainties associated with our international operations can negatively affect our business

We conduct some of our business in Mexico and the Middle East. Our growth plans contemplate establishing operations in other international regions, including countries where the political and economic systems may be less stable than in Canada or the U.S.

Our international operations are subject to risks normally associated with conducting business in foreign countries, including, but not limited to, the following:

 

an uncertain political and economic environment

 

the loss of revenue, property and equipment as a result of expropriation, confiscation, nationalization, contract deprivation and force majeure

 

war, terrorist acts or threats, civil insurrection and geopolitical and other political risks

 

fluctuations in foreign currency and exchange controls

 

restrictions on the repatriation of income or capital

 

increases in duties, taxes and governmental royalties

 

renegotiation of contracts with governmental entities

 

changes in laws and policies governing operations of companies

 

compliance with anti-corruption and anti-bribery legislation in Canada, the U.S. and other countries, and

 

trade restrictions or embargoes imposed by the U.S. or other countries.

If there is a dispute relating to our international operations, we may be subject to the exclusive jurisdiction of foreign courts or may not be able to subject foreign persons to the jurisdiction of a court in Canada or the U.S.

Government-owned petroleum companies located in some of the countries where we operate now or in the future may have policies, or may be subject to governmental policies, that give preference to the purchase of goods and services from

 

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companies that are majority-owned by local nationals. As such, we may rely on joint ventures, license arrangements and other business combinations with local nationals in these countries, which may expose us to certain counterparty risks, including the failure of local nationals to meet contractual obligations or comply with local or international laws that apply to us.

In the international markets where we operate, we are subject to various laws and regulations that govern the operation and taxation of our businesses and the import and export of our equipment from country to country. There may be uncertainty about how these laws and regulations are imposed, applied or interpreted, and they could be subject to change. Since we derive a portion of our revenues from subsidiaries outside of Canada and the U.S., the subsidiaries paying dividends or making other cash payments or advances may be restricted from transferring funds in or out of the respective countries, or face exchange controls or taxes on any payments or advances. We have organized our foreign operations partly based on certain assumptions about various tax laws (including capital gains and withholding taxes), foreign currency exchange, and capital repatriation laws and other relevant laws of a variety of foreign jurisdictions. We believe these assumptions are reasonable; however, there is no assurance that foreign taxing or other authorities will reach the same conclusion. If these foreign jurisdictions change or modify the laws, we could suffer adverse tax and financial consequences.

While we have developed policies and procedures designed to achieve compliance with applicable international laws, we could be exposed to potential claims, economic sanctions or other restrictions for alleged or actual violations of international laws related to our international operations, including anti-corruption and anti-bribery legislation, trade laws and trade sanctions. The Canadian government, the U.S. Department of Justice, the Securities and Exchange Commission (SEC), the U.S. Office of Foreign Assets Control and similar agencies and authorities in other jurisdictions have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for such violations, including injunctive relief, disgorgement, fines, penalties and modifications to business practices and compliance programs, among other things. While we cannot accurately predict the impact of any of these factors, if any of those risks materialize, it could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flow.

 

Our and our customer’s operations are subject to numerous environmental laws, regulations and guidelines

Our operations are affected by numerous laws, regulations and guidelines relating to the protection of the environment, including those governing the management, transportation and disposal of hazardous substances and other waste materials. These include those relating to spills, releases and discharges of hazardous substances or other waste materials into the environment, requiring removal or remediation of pollutants or contaminants, and imposing civil and criminal penalties for violations. Some of these apply to our operations and authorize the recovery of natural resource damages by the government, injunctive relief, and the imposition of stop, control, remediation and abandonment orders. In addition, our land drilling operations may be conducted in or near ecologically sensitive areas, such as wetlands that are subject to special protective measures, which may expose us to additional operating costs and liabilities for noncompliance with certain laws. Some environmental laws and regulations may impose strict and, in certain cases joint and several, liability. This means that in some situations we could be exposed to liability as a result of conduct that was lawful at the time it occurred, or conditions caused by prior operators or other third parties, including any liability related to offsite treatment or disposal facilities. The costs arising from compliance with these laws, regulations and guidelines may be material.

 

Major projects which would benefit our customers, such as new pipelines and other facilities, may be inhibited, delayed or stopped by a variety of factors, including inability to obtain regulatory or governmental approvals or public opposition. In western Canada, delays and/or the inability to obtain necessary regulatory approvals for pipeline projects that would provide additional transportation capacity and access to refinery capacity for our customers has led to downward price pressure on oil and gas produced in western Canada which has depressed, and may continue to depress, the overall exploration and production activity of our customers, resulting in a corresponding decline in the demand for our services that could have a material adverse effect on our revenue, cash flow and profitability.

We maintain liability insurance, including insurance for certain environmental claims, but coverage is limited and some of our policies exclude coverage for damages resulting from environmental contamination. We cannot assure that insurance will continue to be available to us on commercially reasonable terms, that the possible types of liabilities that we may incur will be covered by insurance, or that the dollar amount of the liabilities will not exceed our policy limits. Even a partially uninsured claim, if successful and of sufficient magnitude, could have a material adverse effect on our business, results of operations and prospects.

 

Environment regulations could have a significant impact on the energy industry

The subject of energy and the environment has created intense public debate around the world in recent years. Debate is likely to continue for the foreseeable future and could potentially have a significant impact on all aspects of the economy. The trend in environmental regulation has been to impose more restrictions and limitations on activities that may impact the environment. Any regulatory changes that impose additional environmental restrictions or requirements on us, or our customers, could increase our operating costs and potentially lead to lower demand for our services and have an adverse effect on us. For example, there is growing concern about the apparent connection between the burning of fossil fuels and climate change. Laws, regulations or treaties concerning climate change or greenhouse gas emissions can have an adverse impact on the demand for oil and natural gas, which could have a material adverse effect on us.

 

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Governments in Canada and the U.S. are also considering more stringent regulation or restriction of hydraulic fracturing, a technology used by most of our customers that involves the injection of water, sand and chemicals under pressure into rock formations to stimulate oil and natural gas production.

Increasing regulatory restrictions could have a negative impact on the exploration of unconventional energy resources, which are only commercially viable with the use of hydraulic fracturing. Laws relating to hydraulic fracturing are in various stages of development at levels of governments in markets where we operate and the outcome of these developments and their effect on the regulatory landscape and the contract drilling industry is uncertain. Hydraulic fracturing laws or regulations that cause a decrease in the completion of new oil and natural gas wells and an associated decrease in demand for our services could have a material adverse effect on our operations and financial results.

Poor safety performance could lead to lower demand for our services

Standards for accident prevention in the oil and natural gas industry are governed by service company safety policies and procedures, accepted industry safety practices, customer-specific safety requirements, and health and safety legislation. Safety is a key factor that customers consider when selecting an oilfield services company. A decline in our safety performance could result in lower demand for services, and this could have a material adverse effect on our revenue, cash flow and earnings.

We are subject to various health and safety laws, rules, legislation and guidelines which can impose material liability, increase our costs or lead to lower demand for our services.

 

Relying on third-party suppliers has risks

We source certain key rig components, raw materials, equipment and component parts from a variety of suppliers in Canada, the U.S. and overseas. We also outsource some or all construction services for drilling and service rigs, including new-build rigs, as part of our capital expenditure programs. We maintain relationships with several key suppliers and contractors and an inventory of key components, materials, equipment and parts. We also place advance orders for components that have long lead times. We may, however, experience cost increases, delays in delivery due to strong activity or financial hardship of suppliers or contractors, or other unforeseen circumstances relating to third parties. If our current or alternate suppliers are unable to deliver the necessary components, materials, equipment, parts and services we require for our businesses, including the construction of new-build drilling rigs, it can delay service to our customers and have a material adverse effect on our revenue, cash flow and earnings.

 

Acquisitions entail numerous risks and may disrupt our business or distract management

We consider and evaluate acquisitions of, or significant investments in, complementary businesses and assets as part of our business strategy. Acquisitions involve numerous risks, including unanticipated costs and liabilities, difficulty in integrating the operations and assets of the acquired business, the ability to properly access and maintain an effective internal control environment over an acquired company to comply with public reporting requirements, potential loss of key employees and customers of the acquired companies, and an increase in our expenses and working capital requirements. Any acquisition could have a material adverse effect on our operating results, financial condition or the price of our securities.

We may incur substantial debt to finance future acquisitions and also may issue equity securities or convertible securities for acquisitions. Debt service requirements could be a burden on our results of operations and financial condition. We would also be required to meet certain conditions to borrow money to fund future acquisitions. Acquisitions could also divert the attention of management and other employees from our day-to-day operations and the development of new business opportunities. Even if we are successful in integrating future acquisitions into our operations, we may not derive the benefits such as operational or administrative synergies we expect from acquisitions, which may result in us committing capital resources and not receiving the expected returns. In addition, we may not be able to continue to identify attractive acquisition opportunities or successfully acquire identified targets.

 

New technology could reduce demand for certain rigs or put us at a competitive disadvantage

Complex drilling programs for the exploration and development of conventional and unconventional oil and natural gas reserves demand high performance drilling rigs. The ability of drilling rig service providers to meet this demand depends on continuous improvement of existing rig technology, such as drive systems, control systems, automation, mud systems and top drives, to improve drilling efficiency. Our ability to deliver equipment and services that meet customer demand is essential to our continued success. We cannot guarantee that our rig technology will continue to meet the needs of our customers, especially as rigs age and technology advances, or that our competitors will not develop technological improvements that are more advantageous, timely, or cost effective.

 

Our operations face risks of interruption and casualty losses

Our operations face many hazards inherent in the drilling and well servicing industries, including blowouts, cratering, explosions, fires, loss of well control, loss of hole, reservoir damage, loss of directional control, damaged or lost equipment, and damage or loss from inclement weather or natural disasters. Any of these hazards could result in personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental damage, damage to the property of others, and damage to producing or potentially productive oil and natural gas formations that we drill through.

 

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Generally, drilling and service rig contracts separate the responsibilities of a drilling or service rig company and the customer, and we try to obtain indemnification from our customers by contract for some of these risks even though we also have insurance coverage to protect us. We cannot assure, however, that any insurance or indemnification agreements will adequately protect us against liability from all the consequences described above. If there is an event that is not fully insured or indemnified against, or a customer or insurer does not meet its indemnification or insurance obligations, it could result in substantial losses. In addition, we may not be able to get insurance to cover any or all these risks, or the coverage may not be adequate. Insurance premiums or other costs may rise significantly in the future, making the insurance prohibitively expensive or uneconomic. Significant events, including terrorist attacks in the U.S., severe hurricane damage and well blowout damage in the U.S. Gulf Coast region, have resulted in significantly higher insurance costs, deductibles and coverage restrictions. When we renew our insurance, we may decide to self-insure at higher levels and assume increased risk in order to reduce costs associated with higher insurance premiums.

Business in our industry is seasonal and highly variable

Seasonal weather patterns in Canada and the northern U.S. affect activity in the oilfield services industry. During the spring months, wet weather and the spring thaw make the ground unstable, so municipalities and counties and provincial and state transportation departments enforce road bans that restrict the movement of rigs and other heavy equipment. This reduces activity and highlights the importance of the location of our equipment prior to the imposition of the road bans. The timing and length of road bans depend on weather conditions leading to the spring thaw and during the thawing period.

Additionally, certain oil and natural gas producing areas are located in parts of western Canada that are only accessible during the winter months because the ground surrounding or containing the drilling sites in these areas consists of terrain known as muskeg. Rigs and other necessary equipment cannot cross this terrain to reach the drilling site until the muskeg freezes. Moreover, once the rigs and other equipment have been moved to a drilling site, they may become stranded or be unable to move to another site if the muskeg thaws unexpectedly. Our business activity depends, at least in part, on the severity and duration of the winter season.

Global climate change could impact the timing and length of the spring thaw and the period in which the muskeg freezes and thaws and it could impact the severity of winter, which could adversely affect our business and operating results. We cannot; however, estimate the degree to which climate change could impact our business and operating results.

 

Our operations are subject to foreign exchange risk

Our U.S. and international operations have revenue, expenses, assets and liabilities denominated in currencies other than the Canadian dollar, and are mostly in U.S. dollars and currencies that are pegged to the U.S. dollar. This means that currency exchange rates can affect our income statement, balance sheet and statement of cash flow.

 

Translation into Canadian Dollars

When preparing our consolidated financial statements, we translate the financial statements for foreign operations that do not have a Canadian dollar functional currency into Canadian dollars. We translate assets and liabilities at exchange rates in effect at the period end date. We translate revenues and expenses using average exchange rates for the month of the transaction. We initially recognize gains or losses from these translation adjustments in other comprehensive income, and reclassify them from equity to net earnings on disposal or partial disposal of the foreign operation. Changes in currency exchange rates could materially increase or decrease our foreign currency-denominated net assets, which would increase or decrease shareholders’ equity. Changes in currency exchange rates will affect the amount of revenues and expenses we record for our U.S. and international operations, which will increase or decrease our net earnings. If the Canadian dollar strengthens against the U.S. dollar, the net earnings we record in Canadian dollars from our U.S. and international operations will be lower.  

 

Transaction exposure

We have long-term debt denominated in U.S. dollars. We have designated our U.S. dollar denominated unsecured senior notes as a hedge against the net asset position of our U.S. and foreign operations. This debt is converted at the exchange rate in effect at the period end dates with the resulting gains or losses included in the statement of comprehensive income. If the Canadian dollar strengthens against the U.S. dollar, we will incur a foreign exchange gain from the translation of this debt. Similarly, if the Canadian dollar weakens against the U.S. dollar, we will incur a foreign exchange loss from the translation of this debt. The vast majority of our international operations are transacted in U.S. dollars or U.S. dollar-pegged currencies. Transactions for our Canadian operations are primarily transacted in Canadian dollars. We occasionally purchase goods and supplies in U.S. dollars for our Canadian operations, and we maintain U.S. dollar cash in our Canadian operations.

 

We may be unable to access additional financing

We may need to obtain additional debt or equity financing in the future to support ongoing operations, undertake capital expenditures, repay existing or future debt (including the Senior Credit Facility, the 2021 Notes, the 2023 Notes, the 2024 Notes and the 2026 Notes), or pursue acquisitions or other business combination transactions. Volatility or uncertainty in the credit markets may increase costs associated with issuing debt or equity, and there is no assurance that we will be able to access additional financing when we need it, or on terms we find acceptable or favourable. If we are unable to obtain financing to support ongoing operations or to fund capital expenditures, acquisitions, debt repayments, or other business combination transactions, it could limit growth and may have a material adverse effect on our revenue, cash flow and profitability.

 

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Risks associated with turnkey drilling operations could adversely affect our business

We earn some of our revenue from turnkey drilling contracts. We expect that turnkey drilling will continue to be part of our service offering; however, turnkey contracts pose substantially more risk than wells drilled on a daywork basis. Under a typical turnkey drilling contract, we agree to drill a well for a customer to a specified depth and under specified conditions for a fixed price. We typically provide technical expertise and engineering services, as well as most of the equipment required for the drilling of turnkey wells, and use subcontractors for related services. We typically do not receive progress payments and are entitled to payment by the customer only after we have met the full terms of the drilling contract. We sometimes encounter difficulties on wells and incur unanticipated costs, and not all the costs are covered by insurance. As a result, under turnkey contracts we assume most of the risks associated with drilling operations that are generally assumed by customers under a daywork contract. Operating cost overruns or operational difficulties on turnkey jobs could have a material adverse effect on our financial position and results of operations.

 

There are risks associated with increased capital expenditures

The timing and amount of capital expenditures we incur will directly affect the amount of cash available to us. The cost of equipment generally escalates as a result of high input costs during periods of high demand for our drilling rigs and oilfield services equipment and other factors. There is no assurance that we will be able to recover higher capital costs through rate increases to our customers.

 

A successful challenge by the tax authorities of expense deductions could negatively affect the value of our common shares

Taxation authorities may not agree with the classification of expenses we or our subsidiaries have claimed, or they may challenge the amount of interest expense deducted. If the taxation authorities successfully challenge our classifications or deductions, it could have an adverse effect on our return to shareholders.

 

Losing key management could reduce our competitiveness and prospects for future success

Our future success and growth depends partly on the expertise and experience of our key management. There is no assurance that we will be able to retain key management. Losing these individuals could have a material adverse effect on our operations and financial condition.

 

Our assessment of goodwill or capital assets for impairment may result in a non-cash charge against our consolidated net income

We are required to assess our goodwill balance for impairment at least annually, and our capital assets balance for impairment when certain internal and external factors indicate the need for further analysis. We calculate impairment based on management’s estimates and assumptions. We may consider several factors, including any declines in our share price and market capitalization, lower future cash flow and earnings estimates, significantly reduced or depressed markets in our industry, and general economic conditions, among other things. Any impairment write-down to goodwill or capital assets would result in a non-cash charge against net earnings, and it could be material.

 

Our credit ratings may change

Credit ratings affect our financing costs, liquidity and operations over the long term and are intended as an independent measure of the credit quality of long-term debt. Credit ratings affect our ability to obtain short and long-term financing and the cost of this financing, and our ability to engage in certain business activities cost-effectively.

If a rating agency reduces its current rating on our debt, or downgrades us, or we experience a negative change in our ratings outlook, it could have an adverse effect on our financing costs and access to liquidity and capital.

 

The price of our common shares can fluctuate

Several factors can cause volatility in our share price, including increases or decreases in revenue or earnings, changes in revenue or earnings estimates by the investment community, failure to meet analysts’ expectations, changes in credit ratings, and speculation in the media or investment community about our financial condition or results of operations. General market conditions and Canadian, U.S. or international economic factors and political events unrelated to our performance may also affect the price of our common shares. Investors should therefore not rely on past performance of our common shares to predict the future performance of our common shares or financial results.

 

Selling additional common shares could affect share value

We may issue additional common shares in the future to fund our needs or those of other entities owned directly or indirectly by us, as authorized by the Board. We do not need shareholder approval to issue additional common shares, and shareholders do not have any pre-emptive rights related to share issues (see Our Capital Structure on page 16).

 

Any difficulty in retaining, replacing, or adding personnel could adversely affect our business

Our ability to provide reliable services depends on the availability of well-trained, experienced crews to operate our field equipment. We must also balance our need to maintain a skilled workforce with cost structures that fluctuate with activity levels. We retain the most experienced employees during periods of low utilization by having them fill lower level positions on

 

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field crews. Many of our businesses experience manpower shortages in peak operating periods, and we may experience more severe shortages if the industry adds more rigs, oilfield services companies expand and new companies enter the business.

We may not be able to find enough skilled labour to meet our needs, and this could limit growth. We may also have difficulty finding enough skilled and unskilled labour in the future if demand for our services increases. Shortages of qualified personnel have occurred in the past during periods of high demand. The demand for qualified rig personnel generally increases with stronger demand for land drilling services and as new and refurbished rigs are brought into service. Increased demand typically leads to higher wages that may or may not be reflected in any increases in service rates.

Other factors can also affect our ability to find enough workers to meet our needs. Our business requires skilled workers who can perform physically demanding work. Volatility in oil and natural gas activity and the demanding nature of the work, however, may prompt workers to pursue other kinds of jobs that offer a more desirable work environment and wages competitive to ours. Our success depends on our ability to continue to employ and retain skilled technical personnel and qualified rig personnel. If we are unable to, it could have a material adverse effect on our operations.

 

Our business is subject to cybersecurity risks.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. Cybersecurity attacks could include, but are not limited to, malicious software, attempts to gain unauthorized access to data and the unauthorized release, corruption or loss of data and personal information, account takeovers, and other electronic security breaches that could lead to disruptions in our critical systems. Risks associated with these attacks include, among other things, loss of intellectual property, disruption of our and our customers’ business operations and safety procedures, loss or damage to our data delivery systems, unauthorized disclosure of personal information and increased costs to prevent, respond to or mitigate cybersecurity events. Although we use various procedures and controls to mitigate our exposure to such risk, cybersecurity attacks are evolving and unpredictable. The occurrence of such an attack could go unnoticed for a period of time. Any such attack could have a material adverse effect on our business, financial condition and results of operations.

 

As a foreign private issuer in the U.S., we may file less information with the SEC than a company incorporated in the U.S.

As a foreign private issuer, we are exempt from certain rules under the United States Exchange Act of 1934 (the Exchange Act) that impose disclosure requirements, as well as procedural requirements, for proxy solicitations under Section 14 of the Exchange Act. Our directors, officers and principal shareholders are also exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. We are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor are we generally required to comply with Regulation FD, which restricts the selective disclosure of material non-public information. As a result, there may be less publicly available information about us than U.S. public companies and this information may not be provided as promptly. In addition, we are permitted, under a multi-jurisdictional disclosure system adopted by the U.S. and Canada, to prepare our disclosure documents in accordance with Canadian disclosure requirements, including preparing our financial statements in accordance with International Financial Reporting Standards (IFRS), which differs in some respects from U.S. GAAP. We are required to assess our foreign private issuer status under U.S. securities laws annually at the end of the second quarter. If we were to lose our status as a foreign private issuer under U.S. securities laws, we would be required to fully comply with U.S. securities and accounting requirements.

 

We have retained liabilities from prior reorganizations

We have retained all liabilities of our predecessor companies, including liabilities relating to corporate and income tax matters.

 

We may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors

Management does not believe that we are or will be treated as a passive foreign investment company (PFIC) for U.S. tax purposes. However, because PFIC status is determined annually and will depend on the composition of our income and assets from time to time, it is possible that we could be considered a PFIC in the future. This could result in adverse U.S. tax consequences to a U.S. investor. In particular, a U.S. investor would be subject to U.S. federal income tax at ordinary income rates, plus a possible interest charge, for any gain derived from a disposition of common shares, as well as certain distributions by us. In addition, a step-up in the tax basis of our common shares would not be available if an individual holder dies.

An investor who acquires 10% or more of our common shares may be subject to taxation under the controlled foreign corporation (CFC) rules.

Under certain circumstances, a U.S. person who directly or indirectly owns 10% or more of the voting power of a foreign corporation that is a CFC (generally, a foreign corporation where 10% of the U.S. shareholders own more than 50% of the voting power or value of the stock of the foreign corporation) for 30 straight days or more during a taxable year and who holds any shares of the foreign corporation on the last day of the corporation’s tax year must include in gross income for U.S. federal income tax purposes its pro rata share of certain income of the CFC even if the share is not distributed to the person. We are not currently a CFC, but this could change in the future.

 

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MATERIAL INTERESTS, EXPERTS AND MATERIAL CONTRACTS

 

 

 

 

 

 

 

 

 

 

 

 

Material Interests

None of our directors, executive officers, or any shareholder who beneficially owns, controls or directs, directly or indirectly, more than 10% of our outstanding common shares, or any of their known associates or affiliates, have had a direct or indirect material interest in any transaction affecting us in the three most recently completed financial years or in 2018 to the date of this AIF, or in any proposed transaction that has had or is reasonably expected to have a material effect on Precision.

Interests of Experts

KPMG LLP (KPMG) are the auditors of Precision. KPMG has confirmed that they are independent from Precision within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants with respect to Precision under all relevant U.S. professional and regulatory standards.

Material Contracts

Other than contracts we entered into in the ordinary course of business, we had six material contracts in effect at the end of 2017:

 

Senior Credit Facility Agreement and amendments

 

2021 Note Indenture

 

2023 Note Indenture

 

2024 Note Indenture

 

2026 Note Indenture

 

Shareholder Rights Plan Agreement.

For details of our Senior Credit Facility Agreement and amendments thereto and each of the Note Indentures, see Our Capital Structure – Material Debt on page 19. For details of our Shareholder Rights Plan Agreement, see Our Capital Structure – Common Shares – Shareholder Rights Plan on page 17. We filed copies of these contracts on SEDAR and on EDGAR.


 

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LEGAL PROCEEDINGS AND
REGULATORY ACTIONS

 

 

 

 

 

 

 

 

 

 

 

 

We are not a party to, and our properties are not the subject of, any material legal proceedings. We are also not aware of any potential material legal proceedings. We have not entered into any settlement agreements or been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 


 

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GOVERNANCE

 

 

 

 

 

 

 

 

 

 

 

 

Board of Directors

Our by-laws provide that the Board has full, absolute and exclusive power, control, authority and discretion to manage Precision’s business and affairs, subject to the rights of our shareholders.

Directors are elected at each annual meeting of shareholders for a one-year term or, subject to our constating documents and applicable laws, appointed by the Board to hold office until the next annual meeting.

The table below provides information about each director, including his or her name, place of residence, current position with Precision and principal occupation during the last five years.

 

Name and

Place of Residence

Position Held with Precision

Principal Occupation
During the Last Five Years

Director
Since

Michael R. Culbert

Calgary, Alberta

Canada

Director

Member, Audit Committee

Member, Human Resources and Compensation Committee

Currently a corporate director.

 

Previously President and CEO of Progress Energy Canada Ltd.

December 2017

William T. Donovan

North Palm Beach, Florida

United States

Director

 

Member, Audit Committee

 

Member, Corporate Governance, Nominating and Risk Committee
(chair since May 2012)

Currently a private equity investor and corporate director.

 

Previously Chairman of the Board of Rockland Industrial Holdings, LLC from April 2006 until December 2013.

 

December
2008

Brian J. Gibson, ICD.D

Mississauga, Ontario

Canada

Director

 

Member, Audit Committee

 

Member, Corporate Governance, Nominating and Risk Committee

Currently Chief Executive Officer and Chief Investment Officer of TAVANI Relationship Investors Inc., an investment management firm, since August 2015.

 

Previously Senior Vice President, Public Equities and Hedge Funds of AIMCo from December 2008 until his retirement in May 2012.

 

May 2011

Allen R. Hagerman,

FCA, ICD.D

Millarville, Alberta

Canada

Director

 

Member, Audit Committee

(chair since May 2012)

 

Member, Human Resources and Compensation Committee

Currently a private investor and corporate director.

 

Previously Executive Vice President of Canadian Oil Sands Limited from May 2008 until his retirement in December 2014.

 

December
2006

Catherine J. Hughes, ICD.D

Calgary, Alberta

Canada

Director

 

Member, Audit Committee

 

Member, Human Resources and Compensation Committee

Currently a corporate director.

 

Previously with Nexen Inc., where she served as Vice President, Operational Services, Technology and Human Resources from December 2009 until November 2011, and as Executive Vice President, International from December 2011 until her retirement in April 2013.

 

May 2013

Stephen J.J. Letwin

Toronto, Ontario,

Canada

Director

 

Member, Corporate Governance, Nominating and Risk Committee

 

Member, Human Resources and Compensation Committee

Currently President and Chief Executive Officer and a director of IAMGOLD Corporation since November 2010.

 

Previously a senior executive with Enbridge Inc. from 1999 until 2010, including Executive Vice President of Gas Transportation & International.

 

December
2006

Susan M. MacKenzie, ICD.D

Calgary, Alberta

Canada

Director

 

Member, Corporate Governance, Nominating and Risk Committee

 

Member, Human Resources and Compensation Committee

Also attends management committee known as the Safety Council

 

Currently a corporate director.

 

Previously Chief Operating Officer at Oilsands Quest Inc. in 2010 and as Vice President Human Resources and Vice President In Situ Development and Operations at Petro-Canada where she was employed for twelve years.

September 2017

 

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Kevin O. Meyers,

Ph.D.

Anchorage, Alaska

United States

Director

 

Member, Corporate Governance, Nominating and Risk Committee

 

Member, Human Resources and Compensation Committee

(chair since May 2012)

 

Also attends management committee known as the Safety Council

 

Currently an independent energy consultant and corporate director.

 

Previously a senior executive of ConocoPhillips for the 10 years prior to his retirement in 2010, most recently as Senior Vice President Exploration and Production, Americas.

September
2011

Kevin A. Neveu

Houston, Texas

United States

President and Chief Executive Officer and Director

Currently President and Chief Executive Officer and a director of Precision.

 

August
2007

Steven W. Krablin

Spring, Texas

United States

Chairman of the Board since May 2017
Member, Audit Committee

 

Currently a private investor and corporate director.

 

Previously served as President, Chief Executive Officer and Chairman of the Board of T-3 Energy Services Inc., an oilfield services company, from March 2009 until the sale of the company in January 2011.

May 2015

 

 

 

Other Important Information About the Directors

No director or executive officer is or has been a director, chief executive officer, or chief financial officer of any company in the last 10 years that during their term or after leaving the role if the triggering event occurred during their term was:

 

the subject of a cease trade order (or similar order) or

 

denied access to any exemption under securities legislation (for more than 30 consecutive days).

 

In addition, except as set out below, no director or executive officer, nor any shareholder holding a sufficient number of Precision shares to materially affect control of Precision, is or has been:

 

personally, or a director or executive officer of a company in the last 10 years that, during their term or within a year of leaving the role:

 

became bankrupt

 

made a proposal under any bankruptcy or insolvency laws

 

was subject to or instituted any proceedings, arrangement or compromise with creditors, or

 

had a receiver, receiver manager or trustee appointed to hold its assets

 

personally:

 

subject to penalties or sanctions imposed by a court related to Canadian securities legislation or a Canadian securities regulatory authority

 

party to a settlement with a Canadian securities regulatory authority, or

 

subject to any other penalties or sanctions imposed by a court or regulatory body that a reasonable investor would consider important.

Kevin A. Neveu served on the board of Bonanza Creek Energy Inc. (Bonanza Creek). On January 4, 2017, Bonanza Creek Energy, Inc. and certain subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware to pursue a plan of reorganization. On April 28, 2017, Bonanza Creek emerged from bankruptcy proceedings and appointed a new board of directors. Mr. Neveu no longer sits on the board of Bonanza Creek.

Steven W. Krablin served on the board of Penn Virginia Corporation (Penn Virginia). On May 12, 2016, Penn Virginia filed voluntary petition under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the Eastern District of Virginia to pursue a plan of reorganization. On September 12, 2016, Penn Virginia emerged from bankruptcy proceedings and appointed a new board of directors. Mr. Krablin no longer sits on the board of Penn Virginia.

From time to time, directors will face potential conflicts of interest related to our business. Some directors may hold management or director positions with customers or with other oilfield services providers that may be in direct competition with us. Some may also be involved with entities that may, from time to time, provide financing or make equity investments in companies that compete with us. Any conflicts are subject to the procedures and remedies set out under the Business Corporations Act (Alberta). If directors find themselves in a conflict of interest, they will advise the Chair of the Board and abstain from participating in any discussions and voting on the matter, or excuse themselves from the meeting.


 

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Audit Committee

The Audit Committee currently has six members, and all are independent directors:

 

Allen R. Hagerman (chair), Michael R. Culbert, William T. Donovan, Brian J. Gibson, Catherine J. Hughes, Steven W. Krablin

The Audit Committee is a standing committee appointed by the Board to assist it in fulfilling its oversight responsibilities with respect to financial reporting, internal control systems and the external auditors.

Each member of the Audit Committee must be independent and financially literate to meet regulatory requirements in Canada, the U.S. and the NYSE corporate governance standards. The Board looks at the director’s ability to read and understand the financial statements of a business similar in complexity to Precision to determine whether a director is financially literate. The Board has determined that each member of the Audit Committee is independent and financially literate within the meaning of National Instrument 52-110 and the corporate governance standards of the NYSE.

Mr. Culbert, Mr. Donovan, Mr. Gibson, Mr. Hagerman and Mr. Krablin are all considered audit committee financial experts under SEC rules. They meet the requirements because of their training and experience.

Relevant Education and Experience

Each Audit Committee member has general business experience and education relevant to performing their responsibilities as a member of the committee:

 

Allen R. Hagerman (chair) is a private investor and corporate director and has over 30 years of experience in the financial management of companies across the energy and mining industries. He was Executive Vice President, Canadian Oil Sands Limited from May 2008 until December 2014 and was Chief Financial Officer of Canadian Oil Sands Limited from 2003 until 2007. He currently serves on the audit committee of another public company and has prior audit committee experience. Mr. Hagerman received a B.Comm. from the University of Alberta in 1973. He has a Chartered Professional Accountant designation and an FCA designation from the Institute of Chartered Accountants of Alberta and a Corporate Finance Qualification (CF) from the Canadian Institute of Chartered Accountants. Mr. Hagerman also received an MBA from the Harvard Business School in 1977 and the ICD.D designation from the Institute of Corporate Directors. Mr. Hagerman was appointed to the Audit Committee in May 2007.

 

 

Michael R. Culbert is a corporate director and has over 23 years of experience as a senior executive in the energy sector. He is Vice Chairman of Progress Energy Canada Ltd. (PECL), a wholly owned subsidiary of PETRONAS, Malaysia’s integrated energy corporation. He was previously President and CEO of PECL and President of Pacific NorthWest LNG and Vice President of Marketing and Business Development at Encal Energy Ltd. He currently serves on the audit committee of another public company. Mr. Culbert has a Bachelor of Science degree in Business Administration from Emmanuel College. Mr. Culbert was appointed to the Audit Committee in December 2017.

 

 

William T. Donovan is a private equity investor, a director of several private companies and currently serves on the audit committee of another public company. He was Chairman of the Board of Rockland Industrial Holdings, LLC of Milwaukee, Wisconsin from April 2006 until December 2013. He was a director of Grey Wolf, Inc. from 1997 until it was acquired by Precision Drilling Trust in December 2008. He was the Chief Executive Officer of Total Logistics, Inc. prior to February 2005, and President and Chief Financial Officer of Christina Companies, Inc. prior to February 1999. Mr. Donovan has a B.Sc. degree (1974) and an MBA (1976) from the University of Notre Dame. Mr. Donovan was appointed to the Audit Committee in December 2008.

 

 

Brian J. Gibson is currently the Chief Executive Officer and Chief Investment Officer of TAVANI Relationship Investors Inc. and has previously served on the audit committee of several other public companies. He was the Senior Vice President, Public Equities and Hedge Funds of AIMCo from December 2008 until his retirement in May 2012. He served as President of Panoply Capital Asset Management Inc., a private investment firm, from January until December 2008, and was the Senior Vice President, Public Equities of the Ontario Teachers’ Pension Plan from August 1992 until January 2008. He has extensive experience in the analysis of public company financial statements and control standards. Mr. Gibson received a B.Comm. from Laurentian University and an MBA from the University of Toronto and is a Chartered Financial Analyst. He also received the ICD.D designation from the Institute of Corporate Directors. Since 2012, he has been a member of the Corporate Disclosure Policy Committee of the CFA Institute, which provides regulators with input and suggestions on potential changes in accounting standards and disclosures. Mr. Gibson was appointed to the Audit Committee in July 2012.

 

 

Catherine J. Hughes is an independent business person and corporate director with over 27 years of experience in the oil and gas industry. She currently serves on the board of an engineering and construction firm and an exploration and production company. She was Executive Vice President, International of Nexen Inc. from December 2011 until her retirement from the company in April 2013. Ms. Hughes is a Professional Engineer, as designated by the Association of Professional Engineers and Geoscientists of Alberta (APEGA). She received a B.Sc in electrical engineering from the Institut National des Sciences Appliquees de Lyon, France. She also received the ICD.D designation from the Institute of Corporate Directors. She was appointed to the Audit Committee in July 2016.

 

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Steven W. Krablin is a private investor and corporate director and has over 30 years of experience as a corporate executive in the energy industry. He current serves on several other public and private audit committees in the energy industry. He was President, Chief Executive Officer and Chairman of the Board of T-3 Energy Services, Inc. from March 2009 until the sale of the company in January 2011. He also served as Chief Financial Officer of National Oilwell, Inc. and Enterra Corporation. Mr. Krablin received a BSBA (Accounting major) degree from the University of Arkansas and is a retired certified public accountant (CPA). Mr. Krablin was appointed to the Audit Committee in May 2015.

Pre-Approval Policies and Procedures

Under the committee charter, the Audit Committee recommends the external auditors’ terms of engagement and their fees to the Board for approval. It must also review and pre-approve all permitted non-audit services that will be provided by the auditors, or any of its affiliated entities, to us or any of our affiliates, subject to minimum approval level exceptions under applicable law.

In 2003, the committee implemented specific procedures for pre-approving services to be performed by the external auditors and specified certain services that the auditors are prohibited from performing. Management, together with the external auditors, must prepare a list of the proposed services for the coming year and submit it to the committee for its review and approval. If the list includes services that have not been pre-approved by the committee, the chair of the Audit Committee or other designated member has the authority to pre-approve the services, as long as they are presented to the full committee for ratification at the next scheduled meeting. The Audit Committee receives an update on the status of any pre-approved services at each regularly scheduled meeting.

Since these procedures were implemented, 100% of each of the services provided by the external auditors relating to the fees reported as audit, audit-related, tax and all other fees have been pre-approved by the Audit Committee or a designated member.

See Appendix on page 41, for the full text of our Audit Committee Charter.

Audit Fees

The table below shows the fees billed to us and our affiliates for professional services provided by KPMG LLP, our external auditors, in fiscal 2017 and 2016:

 

Years ended December 31

 

2017

 

 

2016

 

Audit fees

   for professional audit services

 

$

1,551,000

 

 

$

1,563,000

 

Audit-related fees

   for assurance and other services that relate to the performance of the

   audit or review of our financial statements and are not reported as

   audit fees

 

 

 

 

 

 

Tax fees

   for tax advisory, tax compliance and tax planning services, including

   assistance with preparing Canadian federal and provincial income

   tax returns and international tax advisory services

 

 

247,000

 

 

 

483,000

 

All other fees

   for products and services other than those disclosed above

 

 

 

 

 

 

Total

 

$

1,798,000

 

 

$

2,046,000

 

 

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Executive Officers

The table below provides information about each executive officer, including his or her name, place of residence, current positions and offices with Precision, and principal occupation during the last five years:

 

  Name and Place of Residence

Current Position with Precision and Positions Held During the Last Five Years

Kevin A. Neveu

Houston, Texas, United States

President and Chief Executive Officer since January 2007

 

 

Douglas B. Evasiuk

Houston, Texas, United States

Senior Vice President, Sales and Marketing – North America since February 2012

 

Vice President, Sales and Marketing – North America from February 2011 until February 2012

 

 

Veronica H. Foley

Houston, Texas, United States

Senior Vice President, General Counsel and Corporate Secretary since May 2016

 

Vice President, Legal and Corporate Secretary from January 2015 to May 2016

 

Associate General Counsel, Americas, from April 2012 to January 2015

 

 

Carey T. Ford

Houston, Texas, United States

Senior Vice President and Chief Financial Officer since May 2016

 

Interim Chief Financial Officer from March 2016 to May 2016

 

Senior Vice President, Operations Finance from April 2015 to March 2016

 

Vice President, Finance & Investor Relations from May 2011 to March 2015

 

Darren J. Ruhr

Calgary, Alberta, Canada

Senior Vice President of Corporate Services since March 2012

 

 

Gene C. Stahl

Houston, Texas, United States

President, Drilling Operations since 2008
Assumed responsibilities for Precision’s global drilling operations in January 2017

 

 

As at December 31, 2017, our directors and executive officers as a group beneficially owned, or controlled or directed, directly or indirectly, 1,269,104 common shares (approximately 0.4% of our issued and outstanding common shares).


 

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other information

 

 

 

 

 

 

 

 

 

 

 

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, including our principal executive officer and our principal financial and accounting officer, evaluated the effectiveness of our disclosure controls and procedures (defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2017.

Based on that evaluation, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures as of December 31, 2017, are effective in ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is:

 

recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and

 

accumulated and communicated to management, including the principal executive officer and principal financial and accounting officer, so they make timely decisions about the required disclosure.

While our principal executive officer and principal financial and accounting officer believe that our disclosure controls and procedures are effective and provide a reasonable level of assurance, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system can provide only reasonable, not absolute, assurance that the objectives of the system are met regardless of how well it was designed or functioning.

Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, which is designed to provide reasonable assurance about the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS.

Management, including our principal executive officer and principal financial and accounting officer, supervised and participated in an evaluation of the design and effectiveness of our internal control over financial reporting as of the end of 2017. The evaluation was based on Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on this evaluation, management concluded that we maintained effective control over our financial reporting as of December 31, 2017.

There were no changes in our internal control over financial reporting in 2017 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Management’s Discussion and Analysis

Management’s discussion and analysis of our financial condition and results of operation (MD&A) relating to our consolidated financial statements for the fiscal year ended December 31, 2017, forms part of our 2017 annual report and is incorporated by reference in this AIF. The MD&A appears on pages 2 to 50 of our 2017 annual report.

Transfer Agent and Registrar

Computershare, located in Calgary, Alberta, is the transfer agent and registrar of our common shares. In the U.S., our co-transfer agent is Computershare Trust Company NA located in Canton, Massachusetts.

Additional Information About Precision

Additional information about Precision is available on our website and on SEDAR. Copies are also available from us free of charge by contacting our Corporate Secretary:

 

Precision Drilling Corporation

800, 525 – 8th Avenue SW

Calgary, Alberta, Canada T2P 1G1

Email:

Phone:

Fax:

corporatesecretary@precisiondrilling.com

403.716.4500

403.264.0251

 

 

You can find additional information about Precision in the following documents:

 

our management information circular (including information about director and officer compensation and indebtedness and shares authorized for issuance under Precision’s equity compensation plans) for the most recent annual meeting of shareholders, which was held on May 17, 2017

 

our 2017 annual report containing our annual consolidated financial statements and MD&A for the year ended December 31, 2017.

 

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Appendix

 

 

 

 

 

 

 

 

 

 

 

Audit Committee Charter

Purpose

The purpose of this document is to establish the terms of reference of the Audit Committee (the “Committee”) of Precision Drilling Corporation (the “Corporation”). The Committee is a permanent committee of the Board of Directors of the Corporation (the “Board” or the “Board of Directors”) appointed to assist the Board of Directors in fulfilling its oversight responsibilities with respect to financial reporting by the Corporation. Responsibility for accounting for transactions and internal control over financial reporting lies with senior management (“Management”) of the Corporation.

The requirement to have an audit committee is established in Section 171 of the Business Corporations Act (Alberta) and, in addition, is required pursuant to National Instrument 52-110 – Audit Committees, as adopted by the Canadian Securities Administrators and the United States Securities Exchange Act of 1934 (the "Exchange Act"), as amended for issuers listed on the New York Stock Exchange (the “NYSE”).

The Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to:  

 

the integrity of financial reporting to the shareholders of the Corporation (the “Shareholders”) and to the Corporation’s other stakeholders including investors, customers, suppliers and employees;

 

the integrity of the accounting and financial reporting process and system of controls, including the internal and external audit processes;

 

the Corporation’s compliance with legal and regulatory requirements as they relate to financial reporting matters;

 

the external auditor’s qualifications and independence;

 

the reporting protocol and independence of the internal auditor of the Corporation (“Audit Services”);

 

the work and performance of the Corporation’s financial management, Audit Services’ function and its external auditor; and

 

any other matter specifically delegated to the Committee by the Board of Directors or mandated under applicable laws, rules and regulations as well as the listing standards of the Toronto Stock Exchange (the “TSX”) and the NYSE.

 

The Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to:

 

the integrity of financial reporting to the shareholders of the Corporation (the “Shareholders”) and to the Corporation’s other stakeholders including investors, customers, suppliers and employees;

 

the integrity of the accounting and financial reporting process and system of controls, including the internal and external audit processes;

 

the Corporation’s compliance with legal and regulatory requirements as they relate to financial reporting matters;

 

the external auditor’s qualifications and independence;

 

the reporting protocol and independence of the internal auditor of the Corporation (“Audit Services”);

 

the work and performance of the Corporation’s financial management, Audit Services’ function and its external auditor; and

 

any other matter specifically delegated to the Committee by the Board of Directors or mandated under applicable laws, rules and regulations as well as the listing standards of the Toronto Stock Exchange (the “TSX”) and the NYSE.

Committee Responsibilities

The Committee shall:

Annual and Quarterly Financial Statements

 

review and discuss with Management and the external auditor the annual and interim financial statements of the Corporation and related notes and management’s discussion and analysis and make recommendations to the Board of Directors for their approval;

 

ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of those procedures;

 

review and oversee the work of the external auditor for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management and the external auditor regarding financial reporting;

 

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review and discuss with Management and the external auditor, as applicable:

 

all critical accounting policies and practices to be used in the annual audit;

 

major issues regarding accounting principles and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles, and major issues as to the adequacy of the Corporation’s internal controls and any special audit steps adopted in light of material control deficiencies;

 

analyses prepared by Management or the external auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative International Financial Reporting Standards (“IFRS”) methods on the financial statements of the Corporation and any other opinions sought by Management from an independent or other audit firm or advisor with respect to the accounting treatment of a particular item;

 

any problems, difficulties or differences encountered in the course of the audit work or restrictions on the scope of the external auditor’s activities or on access to requested information and Management’s response thereto;

 

the effect of regulatory and accounting initiatives on the financial statements of the Corporation and other financial disclosures;

 

any reserves, accruals, provisions or estimates that may have a significant effect upon the financial statements of the Corporation; and

 

the use of any “pro forma” or “adjusted” information not in accordance with IFRS;

 

discuss with Management and the external auditor any accounting adjustments that were noted or proposed by the external auditor or Audit Services but were not adopted (as immaterial or otherwise), and Management or internal control letters issued, or proposed to be issued by the Corporation’s external auditor and Management’s response to such letters;

 

review other financial information included in the Corporation’s Annual Report to ensure that it is consistent with the Board of Directors’ knowledge of the affairs of the Corporation and is unbiased and non-selective;

 

upon the Committee’s request, receive from the Chief Executive Officer and Chief Financial Officer of the Corporation a certificate certifying in respect of each annual and interim report of the Corporation the matters such officers are required to certify in connection with the filing of such reports under applicable securities laws and receive and review disclosures made by such officers regarding any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving Management or persons who have a significant role in the Corporation’s internal controls; and

 

cause to be prepared any report required by law, regulations or stock exchange requirements to be included in the Corporation’s annual and quarterly reports.

Other Financial Filings and Public Documents

 

review and recommend to the Board types of financial information of the Corporation, including any “pro forma”, “adjusted” or non-IFRS financial information and earnings guidance, contained in any filings with the securities regulators or news releases related thereto (or provided to analysts or rating agencies). Consideration should be given as to whether the information is consistent with the information contained in the financial statements of the Corporation or any subsidiary with publicly-listed securities. Such review and discussion should occur before public disclosure and may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

Duties Related to Capital Expenditures

 

review and recommend to the Board of Directors requests from Management for (a) any additional unbudgeted capital and (b) any replenishment of the Chief Executive Officer’s and/or Chairman of the Board’s capital approval authority under the Corporation’s Corporate Policy No. 2 – Authority Levels; and

 

receive and review Authorizations for Expenditures from Management for material capital expenditures on a “Notice of Allocation” basis.

Internal Control Environment

 

ensure that Management, in conjunction with the external auditor and Audit Services, provides to the Committee an annual assessment on the Corporation’s control environment as it pertains to the Corporation’s financial reporting process and controls;

 

in coordination with the Corporate Governance, Nominating and Risk Committee’s oversight of risk, review annually (or as necessary) significant risks or exposures and assess the steps Management has taken to monitor, control, report and mitigate such risks to the Corporation, including the Corporation’s risk assessment and risk management policies such as use of financial derivatives and hedging activities;

 

review significant findings prepared by the external auditor and Audit Services together with Management’s responses;

 

review, in consultation with Audit Services and the external auditor, the audit plans of Audit Services and the external auditor and enquire as to the extent the planned scope can be relied upon to detect weaknesses in internal controls, fraud, or other illegal acts. The Committee will assess the coordination of audit efforts to assure completeness of

 

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coverage and the effective use of audit resources. Any significant recommendations made by the auditor for the strengthening of internal controls shall be reviewed and discussed with Management;

 

review annually the administrative reporting protocol for the head of Audit Services;

 

review annually the performance and compensation of Audit Services;

 

review and approve the annual Audit Services’ internal audit plan and all major changes to the plan, the internal auditing budget and staffing;

 

review the following issues with Management and the head of Audit Services:

 

significant findings of the Audit Services group as well as Management’s response to them;

 

any difficulties encountered in the course of their internal audits, including any restrictions on the scope of their work or access to required information; and

 

compliance with The Institute of Internal Auditors’ Standards for the Professional Practice of Internal Auditing;

 

review and annually approve the Audit Services Charter;

 

approve the appointment, replacement or dismissal of the head of the Audit Services;

 

direct the head of Audit Services to review any specific areas the Committee deems necessary; and

 

confirm and assure, annually, the independence of Audit Services and the external auditor.

External Auditor

 

recommend to the Board of Directors the appointment/reappointment of the external auditor;

 

review with the external auditor and Management the general audit approach and scope of proposed audits of the financial statements of the Corporation, the objectives, staffing, locations, co-ordination and reliance upon Management in the audit, the overall audit plans, the audit procedures to be used and the timing and estimated budgets of the audits;

 

review the terms of the external auditor’s engagement letter and recommend to the Board of Directors the compensation to be paid by the Corporation to the external auditor;

 

review the reasons for any proposed change in the external auditor and any other significant issues related to the change, including the response of the incumbent external auditor, and enquire as to the qualifications of the proposed external auditor before making its recommendations to the Board of Directors;

 

be directly responsible for the retention of (including termination) and oversight of the work of any auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management or Audit Services and the auditor regarding financial reporting or the application of any accounting principles or practices;

 

require the external auditor and Audit Services to report directly to the Committee;

 

provide the external auditor with notice of every meeting of the Committee and, at the expense of the Corporation, the opportunity to attend and be heard thereat, and if so requested by a member of the Committee, require the external auditor to attend every meeting of the Committee held during the term of the office of the external auditor;

 

approve all auditing services to be provided by the external auditor and non-audit services to be performed for the Corporation or any affiliated entities by the external auditor or any of their affiliates subject to any de minimus exception allowed by applicable law. The Committee may delegate to one or more designated independent members of the Committee the authority to pre-approve non-audit services, provided that any audit or non-audit services that have been pre-approved by any such delegate of the Committee must be presented to the Committee for ratification at its first scheduled meeting following such pre-approval;

 

review and approve the disclosure with respect to audit and non-audit services provided by the external auditor;

 

review with the external auditor and Management the general audit approach and scope of proposed audits of the financial statements of the Corporation, the objectives, staffing, locations, co-ordination and reliance upon Management in the audit, the overall audit plans, the audit procedures to be used and the timing and estimated budgets of the audits;

 

discuss with the external auditor, without Management being present, (a) the external auditor’s judgment about the quality, integrity and appropriateness of the Corporation’s accounting principles and financial disclosure practices as applied in its financial reporting and (b) the completeness and accuracy of the Corporation’s financial statements;

 

annually request and review a report from the external auditor regarding (a) the external auditor’s internal quality control procedures, (b) any material issues raised by the most recent internal quality control review, Canadian Public Accountability Board or Public Company Accounting Oversight Board or other available peer review of the external auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

 

review and confirm the independence of the external auditor, including all relationships between the external auditor and the Corporation;

 

evaluate the qualifications and performance of the external auditor;

 

review and approve hiring policies regarding partners, employees and former partners and employees of the present and former external auditor;

 

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ensure that the lead audit partner of the external auditor and the audit partner responsible for reviewing the audit are rotated at least every five years as required by the Sarbanes-Oxley Act of 2002 and Regulation S-X, and further consider rotation of the external auditor firm itself; and

 

review the results of the annual external audit, including the auditors’ report to the Shareholders and any other reports prepared by the external auditor and the informal reporting from the external auditor on accounting systems and internal controls, including Management’s response.

Other Review Items

 

review any legal regulatory or compliance matter, claim or contingency that could have a significant impact on the financial statements of the Corporation, the Corporation’s compliance policies and any material reports, inquiries or other correspondence received from regulators or governmental agencies and the manner in which any such legal matter, claim or contingency has been disclosed in the Corporation’s financial statements;

 

review the treatment for financial reporting purposes of any significant transactions which are not a normal part of the Corporation’s operations;

 

establish and periodically review procedures for (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters or other matters that could negatively affect the Corporation, such as violations of the Corporation’s Code of Business Conduct and Ethics;

 

review with Management, Audit Services and the external auditor any significant complaints received related to disclosure, financial controls, fraud or other matters; and

 

oversee Management’s process to ensure its disclosure regarding forward looking information is appropriate and thorough.

Committee Governance

 

annually establish a set of objectives for the Committee for the respective calendar year, with the status of such objectives to be reviewed and evaluated by the Committee on a quarterly basis;

 

meet in an in-camera session regularly with the external auditor, the head of Audit Services, members of Management and as a Committee alone;

 

meet in separate non-Management, closed sessions with any other internal personnel or outside advisors, as necessary or appropriate; and

 

review annually its own performance.

In addition to the foregoing items, the Committee shall have such other powers and duties as may from time to time by resolution be assigned to it by the Board of Directors.

Limitation of Committee’s Role

While the Committee has the responsibilities and powers set forth in its Charter, it is not the duty of the Committee to prepare financial statements, plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and are in accordance with IFRS and applicable rules and regulations. These are the responsibilities of Management and the external auditor.

The Committee, the Chair of the Committee and any Committee members identified as having accounting or related financial expertise are members of the Board of Directors, appointed to the Committee to provide broad oversight of the financial, risk and control-related activities of the Corporation, and are specifically not accountable or responsible for the day-to-day operation or performance of such activities.

Although the designation of a Committee member as having accounting or related financial expertise for disclosure purposes is based on that individual’s education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Committee and Board of Directors in the absence of such designation. Rather, the role of a Committee member who is identified as having accounting or related financial expertise, like the role of all Committee members, is to oversee the process, not to certify or guarantee the internal or external audit of the Corporation’s financial information or public disclosure.

Committee Structure and Authority

(a) Composition

The Committee shall consist of not less than three directors as determined by the Board of Directors, at least 25 percent of whom must be resident Canadians and all of whom shall qualify as independent directors pursuant to (i) National Instrument 52-110 Audit Committees (as implemented by the Canadian Securities Administrators and as amended from time to time) (“NI 52-110”); (ii) Section 303A.02 of the NYSE Listed Company Manual; (iii) Rule 10A-3 under the Exchange Act; and (iv) any

 

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additional requirements or guidelines for audit committee service under applicable securities laws and the rules of any stock exchange on which the shares of the Corporation are listed for trading.

All members of the Committee shall be financially literate, as defined in NI 52-110, and at least one member shall have “accounting or related financial management expertise”. In particular, at least one member shall have: (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; (ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (iv) other relevant experience:

 

an understanding of generally accepted accounting principles and financial statements;

 

the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions;

 

expertise preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements, or experience actively supervising one or more persons engaged in such activities;

 

an understanding of internal controls and procedures for financial reporting; and

 

an understanding of audit committee functions.

Committee members may not, other than in their respective capacities as members of the Committee, the Board of Directors or any other committee of the Board of Directors, accept directly or indirectly any consulting, advisory or other compensatory fee from the Corporation or any subsidiary of the Corporation, or be an “affiliated person” (as such term is defined in the Exchange Act and the rules adopted by the U.S. Securities and Exchange Commission thereunder) of the Corporation or any subsidiary of the Corporation. For greater certainty, directors’ fees and fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Corporation that are not contingent on continued service should be the only compensation an audit committee member may receive from the Corporation.

No Committee member shall serve on the audit committees of more than three other issuers without prior determination by the Board of Directors that such simultaneous service would not impair the ability of such member to serve effectively on the Committee.

(b) Appointment and Replacement of Committee Members

Each member of the Committee shall serve at the pleasure of the Board of Directors. Any member of the Committee may be removed or replaced at any time by the Board of Directors and shall automatically cease to be a member of the Committee upon ceasing to be a Director of the Corporation.

The Board of Directors may fill vacancies on the Committee by appointment from among its number. The Board of Directors shall fill any vacancy if the membership of the Committee is less than three directors or Canadian residency requirements are not met. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all their power so long as a quorum remains in office and minimum Canadian residency requirements are met.

Subject to the foregoing, the members of the Committee shall be appointed by the Board of Directors annually and each member of the Committee shall hold office until the next annual meeting of the shareholders of the Corporation after his or her election or until his or her successor shall be duly qualified and appointed.

(c) Quorum

A majority of the Committee with at least 25 percent resident Canadians present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak to each other shall constitute a quorum.

(d) Review of Charter and Position of the Committee Chair

The Committee shall review and reassess the adequacy of this Charter and the description of the Committee Chair at least annually and otherwise as it deems appropriate, and recommend changes to the Corporate Governance, Nominating and Risk Committee of the Board of Directors. The Committee shall reference this Charter in establishing its annual goals and meeting objectives.

(e) Delegation

The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated.

 

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(f) Reporting to the Board of Directors

The Committee will report through the Chair of the Committee to the Board of Directors on matters considered by the Committee, its recommendations and performance relative to annual objectives and its Charter.

(g) Committee Chair Responsibilities

The Board of Directors shall appoint a Chair of the Committee, who is expected to provide leadership to the Committee to enhance its effectiveness. In such capacity, the Chair of the Committee will perform the duties and responsibilities set forth in the “Position Description — Audit Committee Chair”.

(h) Calling of Meetings

Any member of the Committee, the Chairman of the Board of Directors, the Corporate Secretary of the Corporation or the external auditor of the Corporation may call a meeting. The Committee shall meet at least four times per year and as many additional times as needed to carry out its duties effectively.

(i) Notice of Meetings

Notice of the time and place of every meeting shall be given in writing or electronic communication to each member of the Committee at least 48 hours prior to the time fixed for such meeting. Notice of each meeting shall be given to the external auditors of the Corporation. A member and the external auditors may in any manner waive notice of a Committee meeting. Attendance of a member at a meeting is a waiver of notice of the meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.

(j) Procedure, Records and Reporting

Subject to any statute or articles or by-laws of the Corporation, the Committee shall fix its own procedures at meetings, keep records of its proceedings and report to the Board of Directors, generally not later than the next scheduled meeting of the Board of Directors that follows the Committee meeting. In discharging its responsibilities, the Committee shall have full access to any relevant records of the Corporation.

(k) Attendance of Others at Meetings

The Committee shall have the right to determine who shall, and who shall not, be present at any time during a meeting of the Committee. The Committee may request any officer or employee of the Corporation, members of Audit Services, the Corporation’s legal counsel, or any external auditor, to attend a meeting of the Committee or to meet with any members of, or consultants to the Committee. The Committee shall also have the authority to communicate directly with Audit Services and the external auditor.

(l) Outside Experts and Advisors

The Committee may retain, and set and pay the compensation to, any outside expert or advisor, including but not limited to, legal, accounting, financial or other consultants, at the Corporation’s expense, as it determines necessary to carry out its duties. The Committee will assure itself as to the independence of any outside expert or advisor.

Approved effective July 31, 2017

 

 

 

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Precision Drilling Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Suite 800, 525 – 8th Avenue SW

Calgary, Alberta, Canada T2P 1G1

Phone: 403.716.4500

Email: info@precisiondrilling.com

www.precisiondrilling.com