ALEXANDRIA, Va.--(BUSINESS WIRE)--VSE Corporation (NASDAQ: VSEC), a leading provider of aftermarket distribution and maintenance, repair and overhaul (MRO) services for land, sea and air transportation assets in the public and private sectors, announced that the Company's Board of Directors has declared a regular quarterly cash dividend of $0.09 per share of VSE common stock. The dividend is payable on May 12, 2021 to stockholders of record at the close of business on April 28, 2021.

ABOUT VSE CORPORATION

VSE is a leading provider of aftermarket distribution and repair services for land, sea and air transportation assets for government and commercial markets. Core services include maintenance, repair and overhaul (MRO) services, parts distribution, supply chain management and logistics, engineering support, and consulting and training services for global commercial, federal, military and defense customers. VSE also provides information technology and energy consulting services. For additional information regarding VSE’s products and services, visit www.vsecorp.com.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause VSE’s actual results to vary materially from those indicated or anticipated by such statements. Many factors could cause actual results and performance to be materially different from any future results or performance, including, among others, the risk factors described in our reports filed or expected to be filed with the SEC. Any forward-looking statement or statement of belief speaks only as of the date of this press release. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

INVESTOR RELATIONS CONTACT: Noel Ryan | 720.778.2415 | This email address is being protected from spambots. You need JavaScript enabled to view it.

DUBLIN--(BUSINESS WIRE)--The "Hydraulic Fracturing Market - Forecasts from 2021 to 2026" report has been added to ResearchAndMarkets.com's offering.

The global hydraulic fracturing market is evaluated at US$48.339 billion for the year 2020 growing at a CAGR of 2.41% reaching the market size of US$55.764 billion by the year 2026.

Hydraulic fracturing is also known as fracking and is a drilling process which is used to extract oil and gas from deep under the surface of the earth. The method is used to create cracks deep under the surface and are widened and spread using water, chemicals and sand at high pressure. More often, the resources extracted using this method are called, 'tight oil' or 'tight gas' as these forms of fossil fuels are tightly trapped inside the hard shale rock formation. The technologies used to extract 'tight oil' or 'tight gas' are rapidly gaining traction in several parts of the world. Furthermore, a significant rise in the number of exploration and production activities in the petroleum and gas sector is expected to drive the market during the forecast period.

Additionally, an increase in the demand for primary energy sources for various applications like, power generation, transportation, and household activities has led to an increased level of consumption of oil & gas in several industries. The demand for this type of extraction method is expected to be driven by the rising concern of declining production levels of petroleum experienced by some of the major players in the market owing to the depleting levels of conventional reserves. The decline in the production levels is expected to widen the demand-supply gap in the sector which is expected to further increase the hydrocarbon extraction from unconventional reserves which is done using a combination of hydraulic fracturing technique with horizontal drilling.

The increasing popularity of the technique is due to its ability to create the required permeability which makes it easier to extract oil & gas which is more complex and difficult to do through natural production methods. Hydraulic fracturing originally emerged during the United States shale gas revolution which has been an important part in the exploration and production activities of untapped energy from potential resources. Furthermore, considering the type of wells hydraulic fracturing is majorly used on, they are, horizontal and vertical well. Out of these two, horizontal wells has witnessed a significant rise in their numbers over the years. For instance, there are more than 2.000 horizontal wells present in the Permian Basin. According to a report, the total number of drilled wells in the Permian basin reached 555 in the month of April,2019. The market has for hydraulic fracturing has witnessed a significant shift from vertical to horizontal wells over the last 10 years.

A key factor expected to drive the market of hydraulic fracturing during the forecast period is the increasing number of government relaxations across several countries. For instance, the governments of United States and China have announced various initiatives like financial aids, FDI provision and tax incentives in the hydrocarbon segment. This has led to an increase in the number of exploration activities globally. The advent of COVID-19 had an adverse impact on the global Hydraulic fracturing market since the pandemic brought the activities in refinery industry to a standstill globally which restricted the project construction, exploration and production activities. After the initial lockdown period, some of the activities were allowed but with restrictions and certain protocols that were required to be followed like the refinery will be operated with lesser capacity which will require less labour to come in contact and social distancing was required to be maintained in the premises as well.

Companies Mentioned

• Archer Well Company Inc.
• Baker Hughes a GE Co.,
• Basic Energy Services
• Calfrac Well Services Ltd
• FTS International Services
• Halliburton Company
• NexTier Oilfield Solutions Inc.
• Patterson (Seventy Seven)
• RPC Inc.
• Schlumberger Limited
• Liberty Oilfield Services

Key Topics Covered:

1. Introduction

2. Research Methodology

3. Executive Summary

4. Market Dynamics

4.1. Market Drivers

4.2. Market Restraints

4.3. Porters Five Forces Analysis

4.4. Industry Value Chain Analysis

5. Hydraulic fracturing market Analysis, by Technology

5.1. Introduction

5.2. Plug & Perf

5.3. Sliding Sleeve

6. Hydraulic fracturing market Analysis, by Fluid type

6.1. Introduction

6.2. Slick Water-based Fluid

6.3. Foam-based Fluid

6.4. Gelled Oil-based Fluid

6.5. Other Base Fluids

7. Hydraulic Fracturing Market Analysis, by Application

7.1. Introduction

7.2. Shale Gas

7.3. Tight Gas

7.4. Tight Oil

7.5. Coal Bed Methane (CBM)

8. Hydraulic Fracturing Market Analysis, by Geography

8.1. Introduction

8.2. North America

8.3. South America

8.4. Europe

8.5. Middle East and Africa

8.6. Asia Pacific

9. Competitive Environment and Analysis

9.1. Major Players and Strategy Analysis

9.2. Emerging Players and Market Lucrativeness

9.3. Mergers, Acquisitions, Agreements, and Collaborations

9.4. Vendor Competitiveness Matrix

10. Company Profiles

For more information about this report visit https://www.researchandmarkets.com/r/if6ef6

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900

HOUSTON--(BUSINESS WIRE)--$HESM--Hess Midstream LP (NYSE: HESM) (“Hess Midstream”), announced the filing of its annual report on Form 10-K for the fiscal year ended December 31, 2020 with the Securities and Exchange Commission on February 22, 2021. A copy of the annual report is available on Hess Midstream’s website, www.hessmidstream.com, by selecting “Investors” and then “SEC Filings.”

Shareholders may request printed copies of our annual report on Form 10-K, which includes Hess Midstream’s complete audited financial statements, free of charge by emailing Investor Relations at: This email address is being protected from spambots. You need JavaScript enabled to view it..

About Hess Midstream

Hess Midstream is a fee-based, growth-oriented, midstream company that owns, operates, develops and acquires a diverse set of midstream assets to provide services to Hess Corporation and third-party customers. Hess Midstream owns oil, gas and produced water handling assets that are primarily located in the Bakken and Three Forks Shale plays in the Williston Basin area of North Dakota. More information is available at www.hessmidstream.com.

Investors:
Jennifer Gordon
(212) 536-8244

Media:
Robert Young
(713) 496-6076

Up to $400 Million of Equity Including Credit Support Available for Upstream Renewable Natural Gas Projects and Downstream Fueling

NEWPORT BEACH, Calif.--(BUSINESS WIRE)--$CLNE #RNG--Clean Energy Fuels Corp. (Nasdaq: CLNE) and its largest shareholder, Total SE, today announced a 50/50 joint venture to develop carbon-negative renewable natural gas (RNG) production facilities in the United States, as well as credit support to build additional downstream RNG fueling infrastructure. The initial firm commitment is $100 million and can increase to $400 million as development opportunities progress. Since Clean Energy and Total will be providing the equity portion of the investments, the actual amount of capital invested in RNG projects may be higher than $400 million depending on the amount of leverage that is deployed. In addition, Total will be providing credit support for Clean Energy development in the RNG value chain, including $45 million for contracted RNG fueling infrastructure.

Carbon-negative RNG is produced when carbon emissions are captured from dairies and turned into a transportation fuel, reducing the harmful effects of long-term climate change. As a result, the California Air Resources Board gives these carbon-negative RNG projects a weighted average carbon intensity (“CI”) Score (gCO2e/MJ) of -317 compared to 100 for diesel and 19 for electric batteries. Clean Energy is the largest provider of RNG as a transportation fuel in the United States, and the largest RNG fuel provider under the California LCFS program. RNG can be used directly as a vehicle fuel or can be used as a feedstock to produce “green” hydrogen or “green” electricity and still generate LCFS environmental credits.

The companies have already partnered to expand the use of RNG in the heavy-duty truck market with the Zero Now program, which allows fleets to purchase RNG trucks for the same price as diesel trucks. The demand for carbon-negative RNG has rapidly accelerated through the Zero Now program with trucking companies such as Kenan Advantage, KeHE Distributors, Estes Express Lines, Tradelink Transport, among many others, taking advantage of the economic savings while powering their new fleets with the cleanest fuel in the world.

“The finalization of this JV with Total, which was originally announced in December of last year, demonstrates the commitment both companies have to the growth of RNG, a fuel that can tackle serious climate issues today,” said Andrew J. Littlefair, CEO and president of Clean Energy. “The demand by customers for RNG continues to accelerate, highlighted by our recent announcement that the largest bus fleet in the U.S., LA Metro, had converted their entire fleet to RNG. This JV will help Clean Energy to continue to increase its supply of RNG in the years ahead.”

About Clean Energy

Clean Energy Fuels Corp. is the leading provider of the cleanest fuel for the transportation market in the United States. Through its sales of RNG, which is derived from capturing biogenic methane produced from decomposing organic waste, Clean Energy allows thousands of vehicle fleets, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas from 60% to over 400% according to the California Air Resources Board, depending on the source of the RNG. Clean Energy can deliver RNG through compressed natural gas (CNG) and liquified natural gas (LNG) to its network of approximately 540 fueling stations across the U.S. and Canada. Clean Energy builds and operates CNG and LNG fueling stations for the transportation market, owns liquefication facilities in California and Texas, and transports bulk CNG and LNG to non-transportation customers around the U.S. For more information, visit www.CleanEnergyFuels.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding, among other things: the amount of capital that may be invested in RNG projects by the JV; Clean Energy’s plans for its RNG business; increased market adoption of carbon-negative RNG as a vehicle fuel; growth in Clean Energy’s customer base for its RNG vehicle fuel; the strength of Clean Energy’s vehicle fueling infrastructure and its ability to leverage this infrastructure to increase sales of RNG vehicle fuel and to deliver 100% RNG to its entire fueling infrastructure by 2025; the benefits of RNG as an alternative vehicle fuel, including economic and environmental benefits; and growth in and certainty of supply of RNG. Actual results and the timing of events could differ materially from those expressed in or implied by these forward-looking statements as a result of a variety of factors, including, among others: Clean Energy’s and Total’s ability to invest in RNG projects through the JV; supply, demand, use and prices of crude oil, gasoline, diesel, natural gas and alternative fuels, as well as heavy-duty trucks and other vehicles powered by these fuels; the willingness of fleets and other consumers to adopt RNG as a vehicle fuel; and general economic, political, regulatory, market and other conditions. The forward-looking statements made in this press release speak only as of the date of this press release and Clean Energy undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. Additionally, the reports and other documents Clean Energy files with the SEC (available at www.sec.gov) contain additional information on these and other risk factors that may cause actual results to differ materially from the forward-looking statements contained in this press release.

Clean Energy Contact:
Raleigh Gerber
949-437-1397
This email address is being protected from spambots. You need JavaScript enabled to view it.

Investor Contact:
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MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”) today announced the expiration and final tender results of its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 8.50% Senior Secured Second Lien Notes due 2023 (the “Notes”). The terms and conditions of the Offer and the Solicitation (as defined below) are set forth in the Company’s Offer to Purchase and Consent Solicitation Statement, dated as of February 3, 2021 (as it may be amended or supplemented from time to time, the “Statement”).

The Offer and the Solicitation expired at 11:59 p.m., New York City time, on March 3, 2021 (the “Expiration Time”) and no tenders submitted after the Expiration Date are valid. According to information provided by D.F. King & Co, Inc., the Information Agent and Tender Agent for the Offer, $1,002 aggregate principal amount of Notes were validly tendered after 5:00 p.m., New York City time, on February 17, 2021 (the “Early Tender and Consent Date”), but at or prior to the Expiration Time, pursuant to the Offer.

The Company expects to accept for purchase all such Notes and the settlement thereof is expected to occur on March 5, 2021 (the “Final Settlement Date”). Holders of Notes accepted for purchase will receive the “Tender Offer Consideration” of $1,000 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest from and including the last interest payment date up to, but excluding, the Final Settlement Date.

The early results of the Offer were previously announced in the press release dated February 17, 2021. On February 18, 2021 (the “Early Settlement Date”), the Company purchased $272,086,378 aggregate principal amount of Notes, or 94.6% of the then-outstanding Notes, which were validly tendered and not validly withdrawn at or prior to the Early Tender and Consent Date, in accordance with the Statement.

In connection with the Offer, the Company also solicited consents (the “Solicitation”) from the holders of the Notes for certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) that would, among other things, eliminate substantially all restrictive covenants and certain of the default provisions contained in the Indenture. All tenders of Notes under the procedures described in the Statement constituted the consent of the holder thereof to the Proposed Amendments. Because consents of the holders of at least a majority of the aggregate principal amount of the outstanding Notes were received as of the Early Tender and Consent Date, on the Early Settlement Date, the Company and Wilmington Trust, National Association, as trustee and as collateral agent under the Indenture, executed and delivered a supplemental indenture to the Indenture implementing the Proposed Amendments. The Proposed Amendments became operative on the Early Settlement Date and apply to all holders of the Notes.

AVAILABLE DOCUMENTS AND OTHER DETAILS

BofA Securities acted as Dealer Manager for the Offer and Solicitation Agent for the Solicitation. Questions regarding the Offer or the Solicitation may be directed to BofA Securities, Inc. at (980) 388-3646. D.F. King & Co., Inc. acted as Information Agent and Tender Agent for the Offer. Requests for copies of the Statement may be directed to D.F. King by telephone at (800) 901-0068 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

None of the Company, the Dealer Manager and Solicitation Agent, the Tender Agent and Information Agent, the trustee under the Indenture or any of their respective affiliates made any recommendation as to whether Holders should tender any Notes in response to the Offer and the Solicitation.

This press release is for information purposes only, and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer and Solicitation were not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States.

SAFE HARBOR

This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this press release, are forward-looking statements, including, but not limited to, statements regarding the Company’s plans and expected timing with respect to the Offer. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about actual or potential future production and sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward looking statements, including the following: changes in crude oil and natural gas prices; the pace of drilling and completions activity on the Company’s properties and properties pending acquisition; the Company’s ability to acquire additional development opportunities; potential or pending acquisition transactions; the Company’s ability to consummate its recently announced acquisition, the anticipated timing of such consummation, and any anticipated financing transactions in connection therewith; the projected capital efficiency savings and other operating efficiencies and synergies resulting from the Company’s acquisition transactions; integration and benefits of property acquisitions or the effects of such acquisitions on the Company’s cash position and levels of indebtedness; changes in the Company’s reserves estimates or the value thereof; disruptions to the Company’s business due to acquisitions and other significant transactions; general economic or industry conditions, nationally and/or in the communities in which the Company conducts business; changes in the interest rate environment, legislation or regulatory requirements; conditions of the securities markets; the Company’s ability to raise or access capital; changes in accounting principles, policies or guidelines; financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products and prices; and the COVID-19 pandemic and its related economic repercussions and effect on the oil and natural gas industry. Additional information concerning potential factors that could affect future financial results is included in the section entitled “Item 1A. Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause the Company’s actual results to differ from those set forth in the forward looking statements.

The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

Mike Kelly, CFA
Chief Strategy Officer
(952) 476-9800
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• Transaction combines the first ESG-focused SPAC with a developer of the world’s largest and highest-grade estimated source of electric vehicle (EV) battery metals that are expected to be produced at low cost with dramatically reduced social and environmental impact
• Pro forma equity value of the combined company is expected to be approximately US$2.9 billion. Upon closing, the combined company will operate as The Metals Company and is expected to be listed under the ticker TMC
• The combined company is expected to have approximately US$570 million in cash, assuming no redemptions, as part of the business combination, facilitating plans for The Metals Company to start commercial production of battery metals as soon as 2024
• The transaction includes an upsized US$330 million fully committed common stock Private Investment in Public Equity (“PIPE”) at US$10.00 per share, anchored by an international consortium of strategic and institutional investors, including Allseas, adding to the list of existing strategic investors such as Maersk Supply Service and Glencore

DALLAS, Texas & VANCOUVER, British Columbia--(BUSINESS WIRE)--DeepGreen Metals Inc., a developer of lower-impact battery metals from unattached seafloor polymetallic nodules, today announced that it has entered into a definitive business combination agreement with Sustainable Opportunities Acquisition Corporation (NYSE: SOAC), a special purpose acquisition company with a dedicated ESG focus and deep operational and capital market capabilities in the energy and resource sectors. The transaction represents a pro forma equity value of US$2.9 billion (assuming no redemptions) for the combined company, which will be renamed “TMC the metals company Inc.” and operate as The Metals Company upon closing.

Responsibly Sourcing Battery Metals to Address Looming Critical Shortage for EV Supply Chain

DeepGreen is developing a new, scalable source of EV battery metals in the form of polymetallic nodules found unattached on the seafloor in the Pacific Ocean. The estimated resource on the seafloor in the exploration contract areas held by the company’s subsidiaries is sufficient for 280 million EVs – a quarter of the global passenger car fleet. The development of this resource offers an abundant, low-cost supply of critical raw materials for EV batteries and wiring including nickel, cobalt, copper and manganese, with a lower lifecycle ESG impact than conventional mining. Ensuring this critical supply of battery metals is essential to the transition from internal combustion engines to EVs, which faces the following risks:

• A slump in discovery of new metal deposits is widely expected to lead to shortages in key metals such as nickel and copper from 2024-2025 onwards;
• Rising raw materials prices risk undermining EV manufacturers’ efforts to drive down the cost of EV batteries necessary for mass adoption;
• Like fossil fuel extraction, conventional metals extraction comes at a steep cost to people and the planet, leading to vast deforestation in some of the most biodiverse areas on the planet. This is generating the world’s largest industrial waste stream and gigatons of emissions, poisoning ecosystems and people’s health, and driving potential labor exploitation including child labor.

The combined company’s ambition is to become the world’s largest developer and producer of EV battery metals through a responsible approach with the lowest lifecycle ESG impact and low production cost.

“Sourcing battery metals is the biggest hurdle facing the clean energy transition, and the pipeline of new mining projects on land is insufficient to meet rising demand,” said Scott Leonard, CEO of SOAC. “We looked at over 100 companies, many of them in the EV and renewable energy space. DeepGreen stands above the rest. It offers a real, scalable solution to the raw materials problem, at a low production cost and with a significant reduction in the ESG footprint of metals. Assuming full-scale production, we expect The Metals Company to be among the lowest cost nickel producers in the world.

“We are convinced that The Metals Company is the ultimate answer to our thorough search for meaningful ESG impacts combined with tremendous financial upside.”

Gerard Barron, DeepGreen Chairman and CEO, said: "We are excited to partner with SOAC, an ESG-driven team that does not shy away from tough problems. The reality is that the clean energy transition is not possible without taking billions of tons of metal from the planet. Seafloor nodules offer a way to dramatically reduce the environmental bill of this extraction. We are getting into this industry with a deep commitment to ocean health and a clear stop date in mind. The plan is simple: produce better metals to supply the EV transition, while building up enough metal stock to stop extracting from the planet and enable society to live off recycled metals."

Transaction Overview

Sustainable Opportunities Acquisition Corporation, which currently holds over US$300 million in trust, will combine with DeepGreen Metals Inc. Upon closing, DeepGreen will be renamed to operate as The Metals Company and is expected to begin trading under the ticker symbol TMC.

• The transaction reflects a pro forma equity value for TMC of approximately US$2.9 billion (assuming no redemptions) and enterprise value of US$2.4 billion, representing an enterprise value to EBITDA of 1.2x as measured on the company’s estimated 2027 EBITDA of approximately US$2 billion, and a price to net asset value (“NAV”) of 0.35x as measured on the exploration area of the company’s subsidiary, NORI-D, with potential substantial upside as the full resource is developed.
• The transaction includes an upsized US$330 million fully committed common stock Private Investment in Public Equity (“PIPE”) at US$10.00 per share, anchored by an international consortium of strategic and institutional investors, including Allseas, adding to the list of existing strategic investors such as Maersk Supply Service and Glencore.
• The transaction, which has been unanimously approved by the Boards of Directors of both DeepGreen and SOAC, is expected to be completed in the second quarter of 2021 and is subject to the approval of SOAC’s and DeepGreen’s shareholders and other customary closing conditions, including a registration statement being declared effective by the SEC.
• The transaction will be implemented by a Plan of Arrangement under the British Columbia Business Corporations Act and is subject to Court approval.
• The combined company will continue to be led by Gerard Barron, DeepGreen Chairman and CEO. Scott Leonard, CEO of SOAC, will join the board of The Metals Company.

DeepGreen through its subsidiaries has exploration rights to the world’s largest private resource of unattached polymetallic nodules and has made significant progress on project development, including: attracting world-class strategic partners and investors; completing 10 resource definition and environmental campaigns to its exploration areas in the Pacific Ocean; the expected piloting of the offshore nodule collector system together with Allseas next year; and completing a zero-solid-waste pilot processing plant program with Hatch, FLSmidth and Glencore this year. DeepGreen is also participating in a multi-year environmental and social impact assessment, in partnership with some of the world’s top ocean scientists, to minimize risks for all stakeholders and comprehensively assess the impact of collecting nodules from the ocean floor. This business combination will provide the new entity, The Metals Company, with the capital required to get through a feasibility study and into potential revenue as early as 2024, when many analysts anticipate nickel and copper shortages from current sources.

Additional information about the proposed transaction, including a copy of the Business Combination Agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed by Sustainable Opportunities Acquisition Corporation with the SEC and available at www.sec.gov and on DeepGreen’s website at www.deep.green. Sustainable Opportunities Acquisition Corporation intends to file a registration statement (that will contain a proxy statement/prospectus) with the SEC in connection with this transaction.

Advisors

Citi is serving as exclusive financial advisor and capital markets advisor to SOAC. Citigroup Global Markets Inc., Nomura Securities International, Inc. and Fearnley Securities Inc. are serving as placement agents on the PIPE offering. Kirkland & Ellis LLP and Stikeman Elliott LLP are serving as legal advisors to SOAC. Nomura Greentech is serving as exclusive financial advisor to DeepGreen. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Fasken Martineau DuMoulin LLP are serving as legal advisors to DeepGreen. Mayer Brown is acting as legal counsel to the placement agents.

Investor Conference Call

DeepGreen and SOAC will host a joint investor conference call to discuss the proposed transaction on Thursday, March 4, 2021 at 9:00am ET. All interested parties may listen by selecting the webcast link:

https://event.on24.com/wcc/r/3050299/0844776736ED2419B88B6F1F528597A9. Parties who wish to participate in the webcast via teleconference may dial (866) 547-1509, or parties outside of the U.S. may dial (920) 663-6208. The conference ID number is 6474782. An audio-only replay will be available for replay two hours after the call's completion. To access the recording, please dial (404) 537-3406 or, within the U.S. only, (855) 859-2056, and when prompted for the conference ID, enter 6474782.

About DeepGreen

DeepGreen Metals Inc. is a Canadian developer of lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the clean energy transition with the least possible negative environmental and social impact and (2) accelerate the transition to a circular metal economy. The company through its subsidiaries holds exploration and commercial rights to three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean sponsored by the governments of Nauru, Kiribati and the Kingdom of Tonga, which are regulated by the International Seabed Authority. DeepGreen has developed a process for producing metals from polymetallic nodules with near-zero solid waste, eliminating the need for tailings dams on land. More information is available at www.deep.green.

About Sustainable Opportunities Acquisition Corporation

Sustainable Opportunities Acquisition Corporation is a SPAC formed for the purpose of entering into a business combination with one or more businesses. While the Company may pursue a business combination in any industry, the Company intends to focus its search for a business that exists within industries that benefit from strong Environmental, Social and Governance (“ESG”) profiles. While investing in ESG covers a broad range of themes, the Company is focused on evaluating suitable targets that have existing environmental sustainability practices or that may benefit, both operationally and economically, from the founders’ and management team’s commitment and expertise in executing such practices. For more information, visit greenspac.com.

Important Information About the Proposed Business Combination and Where to Find It

In connection with the proposed business combination, SOAC intends to file a Registration Statement on Form S-4, including a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus with the SEC. SOAC's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus as well as other documents filed with the SEC in connection with the proposed business combination, as these materials will contain important information about DeepGreen, SOAC, and the proposed business combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to shareholders of SOAC as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: This email address is being protected from spambots. You need JavaScript enabled to view it..

Participants in the Solicitation

SOAC and its directors and executive officers may be deemed participants in the solicitation of proxies from SOAC's shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in SOAC will be included in the proxy statement/prospectus for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed business combination when available.

DeepGreen and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of SOAC in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.

Use of Projections and Non-GAAP Measures

This press release contains projected financial information with respect to the combined company, namely DeepGreen’s projected EBITDA for future years. Such projected financial information constitutes forward-looking information and is for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Actual results may differ materially from the results contemplated by the projected financial information contained in this press release, and the inclusion of such information in this press release should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The independent auditors of DeepGreen have not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this press release, and accordingly, did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this press release. Some of the financial information and data contained in this press release, such as EBITDA, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). EBITDA is defined as net earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization. DeepGreen believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to DeepGreen’s financial condition and results of operations. DeepGreen believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends. DeepGreen's method of determining these non-GAAP measures may be different from other companies' methods and, therefore, may not be comparable to those used by other companies and DeepGreen does not recommend the sole use of these non-GAAP measures to assess its financial performance. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in DeepGreen’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management intends to present non-GAAP financial measures in connection with GAAP results. DeepGreen is not providing a reconciliation of projected EBITDA for future years to the most directly comparable measure prepared in accordance with GAAP because DeepGreen is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, DeepGreen is unable to address the probable significance of the unavailable information, which could be material to future results.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. SOAC’s and DeepGreen’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, SOAC and DeepGreen’s expectations with respect to future performance, development of its estimated resources of battery metals, potential regulatory approvals, and anticipated financial impacts and other effects of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, the timing of the completion of the proposed business combination, and the size and potential growth of current or future markets for the combined company’s supply of battery metals. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside SOAC’s and DeepGreen’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that may be instituted against SOAC and DeepGreen following the announcement of the business combination agreement and the transactions contemplated therein; the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of SOAC and DeepGreen, certain regulatory approvals, or satisfy other conditions to closing in the business combination agreement; the occurrence of any event, change, or other circumstance that could give rise to the termination of the business combination agreement or could otherwise cause the transaction to fail to close; the impact of COVID-19 on DeepGreen’s business and/or the ability of the parties to complete the proposed business combination; the inability to obtain or maintain the listing of the combined company’s shares on NYSE or Nasdaq following the proposed business combination; the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the commercial and technical feasibility of seafloor polymetallic nodule mining and processing; the supply and demand for battery metals; the future prices of battery metals; the timing and content of ISA’s exploitation regulations that will create the legal and technical framework for exploitation of polymetallic nodules in the Clarion Clipperton Zone; government regulation of deep seabed mining operations and changes in mining laws and regulations; environmental risks; the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital; cash flow provided by operating activities; unanticipated reclamation expenses; claims and limitations on insurance coverage; the uncertainty in mineral resource estimates; the uncertainty in geological, hydrological, metallurgical and geotechnical studies and opinions; infrastructure risks; and dependence on key management personnel and executive officers; and other risks and uncertainties indicated from time to time in the final prospectus of SOAC for its initial public offering and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in SOAC’s other filings with the SEC. SOAC and DeepGreen caution that the foregoing list of factors is not exclusive. SOAC and DeepGreen caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. SOAC and DeepGreen do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

DeepGreen/The Metals Company
Media
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Sustainable Opportunities Acquisition Corporation
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CALGARY, Alberta--(BUSINESS WIRE)--Seven Generations Energy Ltd. (TSX: VII)

Seven Generations Energy Ltd. today announced that it has issued notices of conditional redemption (the “Conditional Redemption”) to holders for all of its outstanding 6.750% Senior Notes due 2023 (the “6.750% Notes”) at a redemption price of 100.000% plus accrued and unpaid interest, all of its outstanding 6.875% Senior Notes due 2023 (the “6.875% Notes”) at a redemption price of 101.719% plus accrued and unpaid interest and all of its outstanding 5.375% Senior Notes due 2025 (the “5.375% Notes” and collectively with the 6.750% Notes and 6.875% Notes, the “Notes”) at a redemption price of 104.031% plus accrued and unpaid interest. The Conditional Redemption of the 6.875% Notes and 5.375% Notes is expected to occur on or about April 6, 2021 and the Conditional Redemption of the 6.750% Notes is expected to occur on or about May 1, 2021.

As of March 4, 2021, approximately US$378 million aggregate principal amount of the 6.750% Notes was outstanding, approximately US$114 million aggregate principal amount of the 6.875% Notes was outstanding and approximately US$700 million aggregate principal amount of the 5.375% Notes was outstanding.

Completion of the Conditional Redemption is conditional on the completion of the previously announced business combination transaction (the “Business Combination”) with ARC Resources Ltd. (“ARC”) and, with respect to the 6.875% Notes and the 5.375% Notes, the consummation of a refinancing by ARC in an amount sufficient to fund the redemption of the Notes upon closing of the Business Combination. The Business Combination is subject to shareholder approval for both ARC and Seven Generations, regulatory approvals, and other customary closing conditions, and is expected to close in the second quarter of 2021.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Seven Generations is a low supply-cost energy producer dedicated to stakeholder service, responsible development and generating strong returns from its liquids-rich Kakwa River Project in northwest Alberta. 7G’s corporate office is in Calgary, its operations headquarters is in Grande Prairie and its shares trade on the TSX under the symbol VII. Further information is available on the company’s website: www.7genergy.com.

READER ADVISORY

This news release contains certain forward-looking information and statements that involve various risks, uncertainties and other factors. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "should", "believe", "plans", 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: the timing of completion of the Conditional Redemptions and Business Combination and ARC’s sources of proceeds to fund the Conditional Redemptions upon completion of the Business Combination.

Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to ARC, Seven Generations, and the combined company, and others that apply to the industry generally. The factors or assumptions on which the forward-looking information is based include, but are not limited to: the ability of ARC and Seven Generations to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange, and other third-party approvals; the ability of ARC and Seven Generations to satisfy, in a timely manner, the other conditions to the closing of the transaction; interloper risk; the ability to complete the transaction on the terms contemplated by the business combination agreement between ARC and Seven Generations, and other agreements, including the support agreements, or at all; the impacts the transaction may have on the current credit ratings of ARC and Seven Generations and the credit rating of the combined company following closing; sources of funding for the Conditional Redemption; the combined company's ability to carry out transactions on the desired terms and within the expected timelines; the ongoing impact of novel coronavirus COVID-19 on commodity prices and the global economy; and other risks and uncertainties described from time to time in the filings made by ARC and Seven Generations with securities regulatory authorities.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information. Readers should carefully consider the risk factors discussed in each of ARC's and Seven Generations' most recent management's discussion and analysis and annual information form.

Readers are cautioned against unduly relying on forward-looking statements which, by their nature, involve numerous assumptions, risks and uncertainties that may cause such statements not to occur, or results to differ materially from those expressed or implied.

The forward-looking statements contained in this news release speak only as of the date hereof, and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.

Seven Generations Energy Ltd. is referred to herein as Seven Generations Energy, Seven Generations, 7G and the Company.

Investor & Analyst Inquiries

Brian Newmarch
Vice President, Capital Markets & Stakeholder Engagement
Phone: 403-718-0700
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Ryan Galloway
Director, Investor Relations
Phone: 403-718-0709
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Media Inquiries

Taryn Bolder
Manager, Communications
Phone: 403-718-0715
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TORONTO--(BUSINESS WIRE)--Largo Resources Ltd. ("Largo" or the "Company") (TSX: LGO) (OTCQX: LGORF) announces that, the Company, following a determination of its Board of Directors in accordance with the parameters authorized by the Company’s shareholders at the Special Meeting of Shareholders held on March 1, 2021 (the “Meeting”), has filed articles of amendment implementing a consolidation of the Company’s issued and outstanding common shares ("Common Shares") on the basis of one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares (the "Consolidation"). The Common Shares are expected to commence trading on the Toronto Stock Exchange (the “TSX”) on a post-consolidation basis at the open of trading on March 8, 2021.

The Company is also pleased to announce that it has submitted an initial application to list its Common Shares on the Nasdaq Stock Market (the "Nasdaq"), with the view of increasing access to U.S. capital markets and enhancing overall shareholder value.

Paulo Misk, President and Chief Executive Officer of Largo, stated: “We are very excited about the prospect of listing on the Nasdaq and the Company’s share consolidation was a crucial step in achieving this. We believe a U.S. listing will benefit our business and shareholders as we seek to further execute on strategically developing our U.S.-based Largo Clean Energy division into an industry-leading, vertically integrated vanadium redox flow battery business.”

Share Consolidation Details

In connection with the Consolidation, no fractional Common Shares will be issued, and no cash will be paid in lieu of fractional post-consolidation Common Shares. The number of post-consolidation Common Shares to be received by a shareholder will be rounded down to the nearest whole Common Share. The Company's outstanding options and warrants will also be adjusted on the same basis (1 for 10) as the Common Shares, with proportionate adjustments being made to exercise prices.

A letter of transmittal has been mailed to registered shareholders advising that: (i) the Consolidation has taken effect; and (ii) shareholders should surrender their existing share certificates (representing pre-consolidation Common Shares) for replacement share certificates (representing post-consolidation Common Shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation. Copies of the letter of transmittal may be obtained from TSX Trust Company, the registrar and transfer agent of the Company, by mail, hand or courier at 100 Adelaide Street West, Suite 301, Toronto, ON M5H 4H1, Attn: Corporate Actions. Any questions should be directed to TSX Trust Company at +1-866-600-5869 (toll free) or +1-416-342-1091 or by e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it..

Non-registered shareholders of the Company holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

When the Common Shares commence trading on a post-consolidation basis, the CUSIP and ISIN numbers of the Common Shares will change to 517103602 and CA5171036026 respectively, however, the Company's name and trading symbol will not change. Further details of the Consolidation are contained within the Company’s Management Information Circular dated January 25, 2021 (the “Circular”), which is be available under Largo’s profile at www.sedar.com. Readers should review the Circular for the specific terms and conditions of the Consolidation.

Nasdaq Application Details

The listing of the Common Shares on the Nasdaq remains subject to the review and approval of the listing application and the satisfaction of all applicable listing and regulatory requirements, including the filing of a registration statement with and declaration of effectiveness by the United States Securities Exchange Commission. The Company will continue to maintain the listing of its Common Shares on the TSX under the symbol "LGO".

About Largo Resources

Largo Resources is an industry preferred producer and supplier of high-quality vanadium. Largo can service multiple vanadium market applications through the supply of its unrivaled VPURE™ and VPURE+™ products, which are sourced from one of the world’s highest-grade vanadium deposits at the Company’s Maracás Menchen Mine located in Brazil. Largo is also focused on the advancement of renewable energy storage solutions through Largo Clean Energy and its world-class VCHARGE± vanadium redox flow battery technology. The Company's common shares are listed on the Toronto Stock Exchange under the symbol "LGO".

For more information on Largo and VPURE™, please visit www.largoresources.com and www.largoVPURE.com.

For additional information on Largo Clean Energy, please visit www.largocleanenergy.com.

Forward-looking Information:

This press release contains forward-looking information under Canadian securities legislation ("forward-looking statements"). Forward‐looking information in this press release includes, but is not limited to, statements with respect to the timing of the trading of the post-Consolidation Common Shares; and the listing of the Common Shares on the Nasdaq.. Forward‐looking information in this press release also includes, but is not limited to, statements with respect to our ability to build, finance and operate a VRFB business.. Forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All information contained in this news release, other than statements of current and historical fact, is forward looking information. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Largo or Largo Clean Energy to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the receipt of applicable approvals, and those risks described in the annual information form of Largo and in its public documents filed on SEDAR from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of Largo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Largo does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. Readers should also review the risks and uncertainties sections of Largo's annual and interim MD&As which also apply.

Investor Relations:
Alex Guthrie
Senior Manager, External Relations
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Tel: +1 416‐861‐9797

Media Enquiries:
Crystal Quast
Bullseye Corporate
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Tel: +1 647-529-6364

Strategic transformation underway, positioned for organic and inorganic growth in 2021

ALEXANDRIA, Va.--(BUSINESS WIRE)--VSE Corporation (NASDAQ: VSEC, “VSE”, or the “Company”), a leading provider of aftermarket distribution and maintenance, repair and overhaul ("MRO") services for land, sea and air transportation assets for government and commercial markets, today announced results for the fourth quarter and full-year 2020.

FOURTH QUARTER 2020 RESULTS
(As compared to the Fourth Quarter 2019)

• Total Revenues of $150.0 million declined 23.2%
• Total Revenues, excluding divestitures, declined 19.6%⁽¹⁾
• GAAP Net Income of $6.0 million declined 39.8%
• Adjusted Net Income of $5.8 million declined 49.8%
• Adjusted EBITDA of $17.3 million declined 25.2%

(1) Excludes the previously announced divestitures of Prime Turbines and CT Aerospace

For the three months ended December 31, 2020, the Company reported total revenue of $150.0 million, versus $195.3 million for the same period ended 2019. The Company reported adjusted net income of $5.8 million or $0.52 per adjusted diluted share, compared to $11.5 million or $1.04 per adjusted diluted share in the prior-year period. Adjusted EBITDA declined to $17.3 million in fourth quarter 2020, versus $23.1 million for the same period in 2019. The Company reported negative free cash flow of $0.9 million during the fourth quarter 2020, which includes $10.7 million of inventory purchases supporting the recently announced new product distribution agreements in the Aviation segment.

Aviation segment revenue, excluding the previously divested Prime Turbines and CT Aerospace assets, declined 26.2% on a year-over-year basis in the fourth quarter 2020, as lower revenue passenger miles at major airline customers resulted in reduced commercial MRO activity. During the fourth quarter, Aviation segment revenue increased 6.5% when compared to the third quarter 2020, supported by a combination of market share gains within the parts distribution business, together with increased demand for parts and services from business and general aviation (B&GA) customers. Federal and Defense segment revenue declined 28.8% on a year-over-year basis in the fourth quarter 2020, primarily due to the completion of a DoD program during the first quarter 2020. Fleet segment revenue increased 0.7% on a year-over-year basis in the fourth quarter 2020, as growth in commercial fleet and e-commerce fulfillment offset a slight decline in U.S. Postal Service-related revenue.

For the twelve months ended December 31, 2020, the Company reported total revenue of $661.7 million, versus $752.6 million in 2019. The Company reported adjusted net income of $29.1 million or $2.63 per adjusted diluted share, compared to $40.2 million or $3.64 per adjusted diluted share in the prior-year period. Adjusted EBITDA declined to $75.2 million in 2020, versus $90.9 million for the same period in 2019. The Company generated $31.3 million of free cash flow in 2020, versus $8.4 million in 2019.

STRATEGY UPDATE

VSE continued to execute on a multi-year business transformation plan during the fourth quarter. The management team remains focused on accelerating the transformation with new business development initiatives and product and service line expansions, in conjunction with disciplined balance sheet management.

• New Business Development. Following a five-year, $100 million exclusive distribution agreement with Triumph Group announced in third quarter 2020, VSE Aviation segment entered into a new exclusive, life-of-program distribution agreement with Pratt & Whitney Canada (P&WC) in January 2021. This agreement expands the Company’s relationship with P&WC into APU parts distribution while expanding its regional and business jet product portfolios. VSE Fleet segment commercial revenue increased 82.5% year-over-year in the fourth quarter and 92.8% for full-year 2020. VSE Federal and Defense segment increased bidding activity by 37% for the full-year 2020.

• Completed Follow-on Equity Offering. In the first quarter of 2021, VSE completed a follow-on equity offering resulting in net cash proceeds of approximately $52 million. Net cash proceeds are expected to be used for general corporate purposes, program launches, and to support complementary, bolt-on acquisitions. VSE is focused on acquisition targets that expand customers and/or product and service capabilities within its existing segments.

• Acquired HAECO Special Services. On March 1, 2021, VSE acquired HAECO Special Services (“HSS”), a division of HAECO Americas (“HAECO”), a leading provider of fully integrated MRO support solutions for military and government aircraft, specifically the KC-10 fleet. This transaction expands VSE’s value-added suite of MRO capabilities for military customers, while positioning the Company to capitalize on higher-margin technical service opportunities.

• Continued Balance Sheet Discipline. VSE is committed to maintaining sufficient liquidity to support the long-term growth of the business, while continuing to support a quarterly cash dividend and conservative net leverage profile. As of December 31, 2020, the Company had $175.5 million in cash and excess availability under its line of credit. For the full-year 2020, VSE reduced total outstanding debt by $19.3 million, supported by free cash flow from operations. On December 31, 2020, the ratio of net debt to our trailing twelve month Adjusted EBITDA was 3.3x, excluding the $52 million in net cash proceeds received from a follow-on equity offering completed in early 2021.

MANAGEMENT COMMENTARY

“In 2020, we successfully navigated pandemic-related disruptions to the global aviation market while continuing to execute on our multi-year business transformation plan,” stated President and CEO John Cuomo. “Throughout the year, we won new business, grew our presence within both new and existing markets, expanded our product and service capabilities into higher-margin verticals, increased our contract bidding activity, divested non-core assets, reduced overhead costs to align with demand conditions, and built a leadership team capable of driving operational excellence at every level of the organization. We are a leaner, more competitive business today than we were entering 2020, laying the foundation for profitable growth in 2021.”

“During the fourth quarter, our Aviation segment reported a second consecutive quarter of sequential revenue growth, driven by a combination of continued share gains and improved demand within the domestic narrow-body aircraft and B&GA markets,” continued Cuomo. “Within our Fleet segment, increased e-commerce fulfillment orders and strong demand from ‘last-mile’ commercial truck fleets contributed to improved year-over-year revenue growth. Although Federal and Defense segment revenue declined on a year-over-year basis, segment Adjusted EBITDA improved due to a more favorable contract mix.”

“This week, in an all-cash transaction, we acquired HAECO Special Services, a leading provider of fully integrated MRO support solutions for military and government aircraft. This transaction is immediately accretive, and positions us to capitalize on higher-margin technical service opportunities within our Federal and Defense Services segment,” continued Cuomo. “We continue to evaluate similar bolt-on acquisitions that accelerate new customer or capability expansion across each of our operating segments.”

“During 2021, we intend to move forward with the next phase of our business transformation plan. This year, our focus turns toward expanding our product and service offerings, continuing to capture share gains within underserved markets, executing inorganic growth opportunities, and accelerating our cultural transformation for our customers and employees,” concluded Cuomo.

“Given the net proceeds from our recently completed follow-on equity offering and the existing availability under our credit facilities, VSE is well-capitalized to support growth in 2021,” stated Stephen Griffin, CFO of VSE Corporation. “This year, our primary capital allocation priorities include working capital investments associated with new distribution agreement wins and investments in additional bolt-on acquisitions. While we expect to allocate operating cash flow toward discretionary growth investments during the first half of 2021, debt reduction remains a key priority, consistent with our disciplined approach to long-term balance sheet management.”

SEGMENT RESULTS

AVIATION
Distribution & MRO Services

VSE’s Aviation segment provides aftermarket MRO and distribution services to commercial, cargo, business and general aviation, military/defense and rotorcraft customers globally. Core services include parts distribution, component and engine accessory MRO services, rotable exchange and supply chain services.

Aviation segment revenue, less contributions from divested Prime Turbines and CT Aerospace businesses, decreased 26.2% year-over-year to $38.6 million in the fourth quarter 2020. The year-over-year revenue decline was attributable to the adverse impact of the COVID-19 pandemic on commercial air traffic, resulting in lower customer demand. On a sequential basis, Aviation segment revenue increased 6.5%, when compared to the third quarter 2020. The Aviation segment recorded an operating loss of $0.8 million in the fourth quarter, versus operating income of $3.1 million in the prior-year period. Adjusted EBITDA decreased to $1.4 million in the fourth quarter 2020.

FLEET
Distribution & Fleet Services

VSE's Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services for commercial aftermarket medium- and heavy-duty truck customers and for the United States Postal Service (USPS) and the United States Department of Defense (DoD). Core services include parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, engineering and technical support.

Fleet segment revenue increased 0.7% year-over-year to $54.0 million in the fourth quarter 2020. Revenues from commercial customers increased approximately $5.8 million or 82.5%, driven by growth in commercial fleet demand and the e-commerce fulfillment business. Operating income declined 17.2% year-over-year to $6.2 million in the fourth quarter 2020 due to a less favorable sales mix in the period and investment in the business to support continued commercial growth. VSE Fleet segment Adjusted EBITDA declined 16.1% year-over-year in the fourth quarter to $8.5 million.

FEDERAL & DEFENSE
Logistics & Sustainment Services

VSE's Federal and Defense segment provides aftermarket MRO and logistics services to improve operational readiness and to extend the life cycle of military vehicles, ships and aircraft for the U.S. Armed Forces, federal agencies and international defense customers. Core services include base operations support, procurement, supply chain management, vehicle, maritime and aircraft sustainment services, IT services and energy consulting.

Federal and Defense segment revenue declined 28.8% year-over-year to $57.4 million in the fourth quarter 2020, primarily due to the expiration of DoD contracts during the first and third quarters of 2020. Operating income increased 52.0% year-over-year to $7.9 million in the fourth quarter 2020, while Adjusted EBITDA increased 44.4% year-over-year to $8.5 million in the period, due to a more favorable contract mix.

Federal and Defense segment fourth quarter bookings increased 97.4% year-over-year to $75 million. Funded backlog declined 14.1% year-over-year to $183 million. The decline in funded backlog was attributable to the expiration of contracts in the first and third quarters of 2020. The Company continues to focus on revitalizing this business with an emphasis on higher margin growth based on increased technical competencies.

FINANCIAL RESOURCES AND LIQUIDITY

The Company generated $31.3 million of free cash flow in 2020, versus $8.4 million in 2019. As of December 31, 2020, the Company had $175.5 million in cash and unused commitment availability under its $350 million revolving credit facility maturing in 2023. The Company’s existing credit facility includes a $100 million accordion provision, subject to customary lender commitment approvals.

On January 29, 2021, the company priced a previously announced underwritten public offering of common stock that resulted in approximately $52 million net proceeds to the company. VSE expects to use the net proceeds from this offering for general corporate purposes, which may include among other things, financing strategic acquisitions, working capital requirements for new program launches, and repaying outstanding borrowings under its revolving credit facility.

CONFERENCE CALL

A conference call will be held Friday, March 5, 2021 at 8:30 A.M. EST to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of VSE’s website at https://ir.vsecorp.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

To participate in the live teleconference:

Toll Free: 1-877-407-0789
Toll/International: 1-201-689-8562

To listen to a replay of the teleconference through March 19, 2021:

Toll Free: 1-844-512-2921
Toll/International: 1-412-317-6671
Replay Pin Number: 13715744

FOURTH QUARTER RESULTS

FOURTH QUARTER SEGMENT RESULTS

The following is a summary of revenues and operating income (loss) for the three and twelve months ended December 31, 2020 and December 31, 2019:

The Company reported total capital expenditures in the fourth quarter and full-year 2020 of $1.5 million and $4.4 million, respectively.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains Non-GAAP financial measures. The reasons why we believe these measures provide useful information to investors and a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these Non-GAAP measures are included in the supplemental schedules attached.

NON-GAAP FINANCIAL INFORMATION

Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income (Loss)

Reconciliation of Consolidated EBITDA and Adjusted EBITDA to Net Income (Loss)

Reconciliation of Segment EBITDA and Adjusted EBITDA to Operating Income (Loss)

Reconciliation of Operating Cash to Free Cash Flow

Reconciliation of Debt to Net Debt

The non-GAAP Financial Information set forth in this document is not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") under SEC Regulation G. We consider Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, trailing-twelve months Adjusted EBITDA, net debt and free cash flow as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate our business' ongoing operating performance on a consistent basis across reporting periods. These non-GAAP financial measures, however, should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. Adjusted Net Income represents Net Income adjusted for executive succession costs, 1st Choice Aerospace acquisition-related costs including any earn-out adjustments, facility closures, loss on sale of a business entity and certain assets, gain on sale of property, and related tax impact. Adjusted EPS (Diluted) is computed by dividing net income, adjusted for the discrete items as identified above and the related tax impacts, by the diluted weighted average number of common shares outstanding. EBITDA represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization. Adjusted EBITDA represents EBITDA (as defined above) adjusted for discrete items as identified above, and trailing-twelve months Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period ending December 31, 2020. Net debt is defined as total debt less cash and cash equivalents. Free cash flow represents operating cash flow less capital expenditures.

ABOUT VSE CORPORATION

VSE is a leading provider of aftermarket distribution and repair services for land, sea and air transportation assets for government and commercial markets. Core services include maintenance, repair and overhaul (MRO) services, parts distribution, supply chain management and logistics, engineering support, and consulting and training services for global commercial, federal, military and defense customers. VSE also provides information technology and energy consulting services. For additional information regarding VSE’s services and products, visit www.vsecorp.com.

Please refer to the Form 10-K that will be filed with the Securities and Exchange Commission (SEC) on or about March 5, 2021 for more details on our fourth quarter 2020 results. Also, refer to VSE’s Annual Report on Form 10-K for the year ended December 31, 2020 for further information and analysis of VSE’s financial condition and results of operations.

INVESTORS
Noel Ryan
(720) 778-2415
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Latest article in series explores digitalization insights from Salesforce, J.D. Power plus the data-driven, customer-centric mindset underway at Duke Energy, Portland General Electric

MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--In collaboration with Bidgely, the Wall Street Journal has published the next article in its newly released series that highlights the digital transformation advancing across the energy industry. With insights from Salesforce and J.D. Power, the article, Powering Innovation, covers how utilities can adopt digital strategies that enhance web and mobile experiences to improve customer satisfaction and engagement during an era of evolving customer needs. Insights and real-world examples from progressive energy providers Duke Energy and Portland General Electric also demonstrate how applying advanced analytics to smart meter data allows for meaningful, personalized interactions with customers based on individual preferences and lifestyle.

The article discusses the cultural and organizational changes underway within utilities to break away from legacy practices and instead leverage data as a driver for business decisions, as Abhay Gupta, CEO of Bidgely, commented, “There are some utilities that are far more advanced. They’re taking their data and investing in an analytics platform. They’re investing in personalized alerts to the customer. They’re offering customers things that are relevant to them.”

Comments from industry experts underscore the necessity of digital transformation for utility survival as consumers of all ages and demographics have come to expect personalized and convenient engagement through a variety of digital channels. Emphasizing the digital nature of consumer behavior across all industries, the article explains the energy industry’s use of data analytics, which supports advanced customer profiling via energy disaggregation, to not only ensure customers’ needs are met, but also anticipate future products and services as those needs continue to change. It also notes an important digital transformation trend at utilities to develop leadership teams that encourage innovation, prioritize data-driven solutions and advocate for a more sophisticated customer journey.

To learn more about how Bidgely’s AI-powered solutions support digital transformation among utilities, read the Wall Street Journal Powering Innovation article and watch this fireside chat with Kelly James, VP and GM Salesforce Industries featured at Bidgely Engage.

About Bidgely

Bidgely is an AI-powered SaaS Company accelerating a clean energy future by enabling energy companies and consumers to make data-driven energy-related decisions. Powered by our unique patented technology, Bidgely's UtilityAI™ Platform transforms multiple dimensions of customer data - such as energy consumption, demographic, and interactions - into deeply accurate and actionable consumer energy insights. We leverage these insights to empower each customer with personalized recommendations, tailored to their individual personality and lifestyle, usage attributes, behavioral patterns, purchase propensity, and beyond. From a Distributed Energy Resources (DER) and Grid Edge perspective, whether it is smart thermostats to EV chargers, solar PVs to TOU rate designs and tariffs; UtilityAI™ energy analytics provides deep visibility into generation, consumption for better peak load shaping and grid planning, and delivers targeted recommendations for new value-added products and services. With roots in Silicon Valley, Bidgely has over 17 energy patents, $50M+ in funding, retains 30+ data scientists, and brings a passion for AI to utilities serving residential and commercial customers around the world. For more information, please visit www.bidgely.com or the Bidgely blog at bidgely.com/blog.

Christine Bennett
Bidgely
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HOUSTON--(BUSINESS WIRE)--Tidewater Inc. (NYSE:TDW) announced today revenue for the three and twelve months ending December 31, 2020, of $91.9 million and $397.0 million, respectively compared with $118.8 million and $486.5 million, respectively, for the three and twelve months ending December 31, 2019. Tidewater's net losses for the three and twelve months ending December 31, 2020, were $29.2 million ($0.72 per share) and $196.2 million ($4.86 per share), respectively, compared with $59.9 million ($1.52 per share) and $141.7 million ($3.71 per share), respectively, for the three and twelve months ending December 31, 2019. Included in the net losses for the three and twelve months ending December 31, 2020 were impairment charges related to assets held for sale, affiliate credit losses, affiliate guaranteed obligation, inventory obsolescence and general and administrative severance expenses totaling $6.2 million and $130.6 million, respectively. Excluding these costs, we would have reported a net loss for the three months ending December 31, 2020 of $23.1 million ($0.57 per common share) and a net loss for the twelve months ending December 31, 2020 of $65.6 million ($1.63 per common share). Excluding long-lived asset impairments and one-time expenses, net losses for the three and twelve months ending December 31, 2019 were $25.2 million (or $0.64 per common share) and $91.4 million (or $2.39) per common share), respectively.

Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, “I am pleased to report that we again generated free cash flow in the latest quarter and that we generated $52.7 million of free cash flow for the calendar year. Achieving these results during a considerably challenging year was due to the ability of our offshore and onshore team to quickly and skillfully adjust to the changing market.

“The offshore supply vessel market continues to evolve, and the ability of Tidewater to continue to transform itself is key to delivering top value to our shareholders. In addition to adapting to the market changes mentioned previously, Tidewater’s digital transformation has been underway since the 2018 merger. We were featured in a press release by global satellite provider Inmarsat last month regarding the completion of our high bandwidth vessel connectivity. This connectivity allows us to expand our in-house suite of tablet-based applications directly to the vessel, which will enable us to provide comprehensive real-time vessel system monitoring as well as administrative efficiencies.

“The other transformation we are embracing is how our business contributes to a lower carbon future. Shipping is a hard to abate industry, and although the hydrocarbon fuels utilized by our working vessels are provided by our customers, our ability to contribute to a lower carbon future by working with our customers to reduce carbon emissions through operational efficiencies enabled by the utilization of the technology platform referenced previously, and by working with our customers on the adoption of currently available hybrid battery and other environmentally friendly technologies are two pathways to contributing immediately to the environment.

“While we remained focused on capital expenditure and working capital management, we continued our commitment to improving the operational and environmental efficiency of our fleet through investments this past quarter in communications, hybrid battery technologies and strategic vessel acquisitions. A key element of our strategy going forward is the reduction of emissions through technology and operational efficiency. Our vessels operating with hybrid technology throughout 2020 achieved baseline emissions reductions as high as 18%. In addition, approximately 10% of our vessels were engaged in renewable energy activities during the year.

“Our fleet development program includes the sale or recycling of vessels that are deemed uneconomic or that do not meet our future strategic goals, and the acquisition of high-specification tonnage that meets our carbon reduction and financial return objectives. In 2020, we completed the disposal of 56 vessels and other assets for total proceeds of $38.3 million, and we acquired 11 modern crew boats that are more fuel efficient than our current fleet for $5.3 million.

“During the year, we reduced outstanding debt by $96.2 million and decreased our net debt position by $23.8 million. We ended the year with $155.2 million of cash on hand.

“I want to extend my gratitude to the many dedicated women and men across Tidewater who are responsible for the company’s notable performance in such a challenging year. Through their commitment and talent I am confident that we will continue to transform Tidewater, and that we will leverage opportunities for growth as the renewable energy market evolves and the hydrocarbon energy market normalizes.”

In addition to the number of outstanding shares, as of December 31, 2020, the company also has the following in the money warrants.

Tidewater will hold a conference call to discuss results for the three and twelve-month periods ending December 31, 2020 on March 5, 2021, at 8:00 a.m. Central Time. Investors and interested parties may listen to the earnings conference call via telephone by calling +1-888-771-4371 if calling from the U.S. or Canada (+1-847-585-4405 if calling from outside the U.S.) and asking for the “Tidewater” call just prior to the scheduled start time. A live webcast of the call will also be available in the Investor Relations section of Tidewater’s website at investor.tdw.com

A replay of the conference call will be available beginning at 10:30 a.m. Central Time on March 5, 2021 and will continue until 11:59 p.m. Central Time on April 5, 2021. To access the replay, visit the Investor Relations section of Tidewater’s website at investor.tdw.com

The conference call will contain forward-looking statements in addition to statements of historical fact. The actual achievement of any forecasted results or the unfolding of future economic or business developments in a way anticipated or projected by the company involves numerous risks and uncertainties that may cause the company’s actual performance to be materially different from that stated or implied in the forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the oilfield service industry and other factors discussed within the “Risk Factors” section of Tidewater’s most recent Forms 10-Q and 10-K.

Tidewater owns and operates the largest fleet of offshore support vessels in the industry, with more than 60 years of experience supporting offshore energy exploration and production activities worldwide.

Note: All per-share amounts are stated on a diluted basis.

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