Poseidon Concepts Crp (POOSF)

[benchman]

News Out May 28th COB was not good:

http://www.marketwire.com/press-release/poseidon-concepts-corp-announces-entering-into-asset-purchase-agreement-with-rockwater-1795494.htm

May 28, 2013 15:58 ET
Poseidon Concepts Corp. Announces Entering Into an Asset Purchase Agreement With Rockwater Energy Solutions for the Sale of its Business Assets

CALGARY, ALBERTA--(Marketwired - May 28, 2013) - Poseidon Concepts Corp. ("Poseidon" or the "Company") announced today that it has entered into an Asset Purchase Agreement ("APA") with Rockwater Energy Solutions, Inc. ("Rockwater") of Houston, Texas, to purchase substantially all of the assets of Poseidon's high capacity water storage and containment systems business (the "Sale Transaction"). Rockwater is a water, fluids and environmental solutions provider offering customized products and services to meet the water, stimulation, fracturing, fluids, and production needs of its oil & gas industry customers throughout North America. Poseidon will continue to operate its business through the closing of the Sale Transaction.

Poseidon is currently operating under creditor protection in Canada and the United States pursuant to the Companies Creditors' Arrangement Act ("CCAA") and Chapter 15 of the United States Bankruptcy Code ("Chapter 15"). The Sale Transaction is subject to the approval of the Alberta Court of the Queen's Bench and United States Bankruptcy Court (collectively, the "Courts"). The Company expects to promptly file an application with the Courts to obtain the required approvals. PricewaterhouseCoopers Inc. is the court appointed monitor (the "Monitor") for purposes of the CCAA and Chapter 15 proceedings and will file a Monitor's report as part of the court application to approve the Sale Transaction. Subject to approvals from the Courts, the Sale Transaction is expected to be completed in late June or early July 2013. In connection with the CCAA and Chapter 15 proceedings, and concurrently with the Sales Transaction, the Company will continue to work on a plan to settle all claims identified as part of its restructuring process. Poseidon's secured lenders have indicated that they support the Sale Transaction.

Ernst & Young Orenda Corporate Finance Inc. acted as the financial advisor to Poseidon with respect to the Sale Transaction. Norton Rose Canada LLP is legal counsel to Poseidon. Dentons Canada LLP is counsel to Poseidon's secured lenders and Borden Ladner Gervais LLP, Stikeman Elliott LLP and Vinson & Elkins LLP acted as legal counsel for Rockwater, with Peters & Co. acting as an advisor. The Monitor's Canadian counsel is Bennett Jones LLP and United States counsel is Rothgerber Johnson & Lyons LLP.