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Trinidad Energy Services Income Trust announces acquisition of the assets of Axxis Drilling and concurrent $325 Million convertible debenture bought deal financing



    CALGARY, June 12 /CNW/ - Trinidad Energy Services Income Trust (the
"Trust") is pleased to announce the following:

    Acquisition of Axxis Drilling Assets

    The Trust, through an indirect, wholly owned subsidiary ("Trinidad
AcquisitionCo") has entered into an exclusive asset purchase agreement to
acquire certain assets of Drilling Productivity Realized, L.L.C., P.C. Axxis,
L.L.C., DPR International, L.L.C. and DPR Rentals, L.L.C. (collectively,
"Axxis"), pursuant to which Trinidad AcquisitionCo will acquire four land
based drilling rigs and one barge drilling rig, together with related
inventory, crewboats and spare parts (the "Axxis Acquisition"). The acquired
assets are operated by Axxis in the United States under the name "Axxis
Drilling". In addition to these fully operational drilling rigs, Trinidad
AcquisitionCo will assume the remaining construction commitments of a second
barge drilling rig currently under construction, and will reimburse Axxis for
construction costs undertaken to the date of closing. The purchase price for
the Axxis Acquisition is $139,000,000 USD (approximately $147,300,000 CDN)
plus total estimated construction commitments of $26,000,000 USD
(approximately $27,500,000 CDN). Trinidad intends to retain senior management
and all employees of Axxis following the Axxis Acquisition. On closing, senior
management of Axxis will enter into standard employment and non-compete
agreements with Trinidad AcquisitionCo pursuant to which they will agree to
not compete for a period of three years.
    The purchase price of $139,000,000 USD represents a purchase multiple of
approximately 4.7 times EV/EBITDA based on normalized historical EBITDA. The
Axxis Acquisition is anticipated to be accretive to the Trust given that the
Trust's trust units are currently trading at an enterprise value to consensus
EBITDA of multiple of 6.9x 2007 EBITDA. The Axxis Acquisition will be financed
with approximately $145,300,000 CDN of cash and approximately $29,500,000 CDN
of convertible debentures of the Trust to be issued to Axxis on the same terms
as the Financing (as described below). Closing of the Acquisition and the
Financing are conditional upon the satisfaction of various conditions typical
to transactions of this nature, including the concurrent closing of the Axxis
Acquisition and the Financing and the receipt of all required regulatory

    Bought Deal Financing

    In connection with the Axxis Acquisition, Trinidad has entered into an
agreement (the "Financing") with a syndicate of underwriters co-led by TD
Securities Inc. and Raymond James Ltd., and including BMO Capital Markets,
Canaccord Adams, RBC Capital Markets, Scotia Capital Inc, CIBC World Markets
Inc., Blackmont Capital Inc., Wellington West Capital Markets Inc., and
Haywood Securities Inc. (collectively, the "Underwriters"), to sell, on a
bought deal basis, $325,000,000 aggregate principal amount of 7.75%
convertible unsecured subordinated debentures ("Debentures"). The net proceeds
of the Financing will be used to fund the cash portion of the purchase price
of the Axxis Acquisition, to repay outstanding debt of the Trust and its
affiliates and for general working capital purposes.
    The Debentures will have a face value of $1,000 per Debenture, a coupon
of 7.75%, a maturity date of July 31, 2012, and will be convertible at any
time prior to maturity or the date fixed for redemption at the option of the
holder, into trust units of Trinidad at a price of $19.30 per trust unit. The
Debentures will pay interest semi-annually on June 30 and December 31, with
the initial interest payment to be made on December 31, 2007. Closing of the
Debenture Offering is expected to occur on or about July 5th, 2007 and will be
conditional on the contemporaneous closing of the Axxis Acquisition.Additional Acquisition Information

    The Axxis Acquisition is anticipated to:
    -  be immediately accretive on an operating cash flow per trust unit
    -  provide increased business opportunities in the United States, while
       lowering the risk associated with Trinidad's current United States
    -  provide product and geographical diversity through the addition of the
       barge rigs into Trinidad's current rig fleet;
    -  add key management to Trinidad's team with extensive international
       experience in both the land rig and barge rig markets;
    -  provide Trinidad with an entry into the barge rig market in the United
       States with significant opportunities to grow in other jurisdictions;
    -  expand Trinidad's customer base to operators working in the inland and
       the shallow waters of the Gulf of Mexico; and
    -  further reduce the seasonal nature of Trinidad's cash flows from
       Canadian operations.

    Utilization and Contract Information

    -  All of the land rigs being acquired from Axxis are on take-or-pay
       contracts until the end of December, 2008.
    -  The barge rig is currently under contract until June of 2008.
    -  As a result of these contracts and the quality of the operations, the
       Axxis rigs have achieved 100% utilization rate since January of 2004.

    Rig Information

    -  The land rigs being acquired are state-of-the-art and were constructed
       in 2006 and 2007.
    -  The land rigs are 1300 horsepower with depth ratings from 13,000 ft to
       15,000 ft.
    -  The barge rig is less than 5 years old and is depth rated to 25,000 ft
       and 2,000 horsepower. The new barge rig presently being constructed is
       anticipated to be put into service in January 2008 and will be a 3,000
       horsepower complete AC package.
    -  Trinidad AcquisitionCo will manage three additional barge rigs which
       are owned by an independent third party for a daily fee.Trinidad's management is excited about having the Axxis employees join
Trinidad and is looking forward to making the transition for each employee as
easy and as effortless as possible.

    Trinidad Energy Services Income Trust is a growth oriented income trust
that trades on the TSX under the symbol TDG.UN. Trinidad's divisions operate
in the drilling and well servicing sectors of the North American oil and gas
industry. With the completion of the current rig construction programs, the
Trust will have 106 drilling rigs ranging in depths from 1,000 - 6,500 metres.
In addition to its drilling rigs, Trinidad has 20 service rigs that have been
completely retrofitted or are new within the past five years and 17 pre-set
and coring rigs. Trinidad is focused on providing modern, reliable, expertly
designed equipment operated by well-trained and experienced personnel.
Trinidad's drilling fleet is one of the most adaptable and competitive in the

    This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the trust units in any jurisdiction. The
Convertible Debentures offered and the trust units issuable upon the
conversion of the Debentures will not be and have not been registered under
the United States Securities Act of 1933 and may not be offered or sold in the
United States of to a U.S. person, absent registration, or an applicable
exemption therefrom.The Toronto Stock Exchange has neither approved nor disapproved
                      the information contained herein.This news release contains certain forward-looking information and
statements within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends",
"might" and similar expressions are intended to identify forward-looking
information or statements. In particular, but without limiting the foregoing,
this news release contains forward-looking information and statements
pertaining to the following: (i) the completion of the Axxis Acquisition and
the benefits to be achieved by Trinidad thereby; (ii) the completion of the
Financing; (iii) the timing for completion and cost of the barge drilling rig
under construction; (iv) other expectations, beliefs, plans, goals,
objectives, assumptions, information and statements about possible future
events, conditions, results of operations or performance. Various assumptions
were used in drawing the conclusions or making the projections contained in
the forward-looking statements throughout this news release.
    The forward-looking information and statements contained in this news
release reflect several material factors, expectations and assumptions
including, without limitation: (i) demand for Trinidad's and Axxis Drilling's
services by oil and gas exploration and production companies; (ii) capital
expenditure programs and other expenditures by oil and gas exploration and
production companies; (iii) commodity prices, foreign currency exchange rates
and interest rates; (iv) supply and demand for commodities; (v) expectations
regarding the Trust's ability to raise capital; (vi) schedules and timing of
certain projects and Trinidad's strategy for growth; (vii) Trinidad's future
operating and financial results; (viii) treatment under governmental
regulatory regimes and tax, environmental and other laws; (ix) the timing of
the delivery of the barge drilling rig under construction; and (*) the ability
to attract and retain qualified crews to crew Trinidad's and Axxis Drilling's
drilling rigs.
    The forward-looking information and statements included in this news
release are not guarantees of future performance and should not be unduly
relied upon. Forward-looking statements are based on current expectations,
estimates and projections that involve a number of risks and uncertainties,
which could cause actual results to differ materially from those anticipated
and described in the forward-looking statements. Such information and
statements involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from those
anticipated in such forward-looking information or statements.
    The Trust cautions that the foregoing list of assumptions, risks and
uncertainties is not exhaustive. The forward-looking information and
statements contained in this news release speak only as of the date of this
news release, and the Trust assumes no obligation to publicly update or revise
them to reflect new events or circumstances, except as may be required
pursuant to applicable laws.

For further information:
For further information: Michael Heier, Chairman and Chief Executive
Officer or Brent Conway, Chief Financial Officer At (403) 265-6525, Fax: (403)
265-4168, E-mail: