Wilks Brothers, LLC Successfully Intervenes in the Calfrac Interim Order Process to Protect Stakeholder Rights

• Revisions to Interim Order protect the procedural and substantive rights of affected stakeholders on the proposed solicitation process and ability to raise issues at the ultimate fairness hearing, should Calfrac proceed with the Initial Management Transaction
• Stakeholders are reminded of the fully committed Wilks' Superior Alternative Proposal, which provides superior recoveries to all stakeholders, and are encouraged to review its Term Sheet available at www.afaircalfrac.com  
• Stakeholders may also voice their support for Wilks' Superior Alternative Proposal by contacting Laurel Hill Advisory Group

CISCO, TX, Aug. 10, 2020 /CNW/ - Wilks Brothers, LLC ("Wilks") acknowledges the August 7, 2020 announcement by Calfrac Well Services Ltd. ("Calfrac" or the "Company") (TSX: CFW) that Calfrac has obtained an "Interim Order" for its proposed management-led recapitalization transaction (the "Initial Management Transaction"). Wilks, through court appearances and court filings, succeeded in obtaining material changes to the form of interim order originally sought by Calfrac, for the benefit of all stakeholders, in order to ensure that the terms of the Interim Order, as finally issued by the Court, protect the rights of stakeholders on the process relating to the solicitation of the Initial Management Transaction and ability to raise challenges at any final hearing, should Calfrac continue to proceed with its inferior and flawed transaction.

Important Revisions to Interim Order
Through Wilks' intervention in the interim order process, Wilks succeeded in ensuring that the Interim Order did not prematurely foreclose arguments relating to fundamental issues of fairness such as:

• The adequacy of the disclosure provided to stakeholders concerning the Initial Management Transaction;
• The composition of classes of shareholders and creditors voting on the Initial Management Transaction; and
• The necessity for shareholder approval of the Initial Management Transaction.

Superior Alternative Proposal
While Wilks, a significant, long-time stakeholderⁱ, believes its interventions relating to the Interim Order were necessary and effective, it also reminds Calfrac stakeholders that there is a superior path forward for Calfrac, the Superior Alternative Proposal announced by Wilks on August 4, 2020.

Advantages of the Superior Alternative Proposal over the Initial Management Transaction include:

• Significantly reduces Calfrac's total debt and positions Calfrac to avoid a near term bankruptcy or other transaction that impairs existing stakeholders;
• Significantly better treatment to existing shareholders, providing them up to 10% (and no less than 5%) of the pro forma equity in a reorganized Calfrac;
• Better treatment to unsecured noteholders by providing them with no less than 35% of the pro forma equity in a reorganized Company with dramatically less debt;
• Provides almost 3x the consideration for the new equity issued; and
• Provides a materially greater paydown of the First Lien Debt and payment of amendment fees to the First Lien Lenders.

In contrast, the Initial Management Transaction, if it proceeds:

• Would result in a continuing highly leveraged Calfrac, creating very real risk of near term return to bankruptcy or another transaction that significantly impairs existing stakeholders;
• Would provide significantly inferior recoveries to unsecured noteholders and shareholders;
• Would provide only a very small paydown to the First Lien Lenders, leaving a large portion of debt outstanding; and
• Would unfairly enrich certain key insiders and a small select group of stakeholders of the Company.

Wilks encourages all stakeholders to review its Term Sheet, available at www.afaircalfrac.com, for full details on the Superior Alternative Proposal.

Voice Your Support / Questions
Stakeholders who wish to voice their support for the Superior Alternative Proposal, or who have questions, may contact our communications advisor, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at [email protected].

Additional Disclosure
Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent. Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

SOURCE Wilks Brothers LLC