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Grey Wolf and Basic Energy Services Merger of Equals April 2008

Grey Wolf and Basic Energy Services Merger of Equalslibrary.corporate-ir.net/library/11/110/110377/items/289450/... · Production Workover Plug & Abandon Completion & ... Study by

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Page 1: Grey Wolf and Basic Energy Services Merger of Equalslibrary.corporate-ir.net/library/11/110/110377/items/289450/... · Production Workover Plug & Abandon Completion & ... Study by

Grey Wolf and Basic Energy ServicesMerger of Equals

April 2008

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Forward-Looking Statements

The Company may make statements herein that are “forward-looking statements” as defined by the Securities and Exchange Commission (the “SEC”). All statements, other than statements of historical fact, included herein that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including required approvals by stockholders and regulatory agencies, the possibility that the anticipated benefits from the proposed mergers cannot be fully realized, the possibility that costs or difficulties related to integration of the two companies will be greater than expected, the impact of competition and other risk factors included in thereports filed with the SEC by Grey Wolf, Inc. (“Grey Wolf”) and Basic Energy Services, Inc. (“Basic Energy Services”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except as required by law, the Company does not intend to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

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Management Representatives

• Tom Richards – Chairman, President and CEO

• David Crowley – EVP and COO

• Ken Huseman – President and CEO

• Alan Krenek – SVP and CFO

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Creation of a Diversified Service Provider

TurnkeyDrilling

Workover Rig Services

DomesticLand Drilling

Land Drilling

International Land Drilling Fluid Services

Completion and Remedial Services

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Compelling Strategic and Financial Combination

• Exposure to full spectrum of the drilling and production cycle

• Expanded reach in U.S. Lower 48 and Mexico

• Overlapping market presence in key operating areas

• Combined high quality asset base

• Best in-class management team and workforce

• Enhanced size and scale

• Transaction accretive to earnings and cash flow per share

• Return of capital to all shareholders

• Continued financial flexibility to pursue growth opportunities

Fina

ncia

lSt

rate

gic

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A Merger of Equals

Tom Richards, ChairmanKen Huseman, CEODavid Crowley, President and COOAlan Krenek, Executive Vice President and CFO

Leadership Team

3Q 2008Expected Closing Date

Grey Wolf 54%; Basic Energy Services 46%

5 Grey Wolf; 4 Basic Energy Services

Pro Forma Ownership

Board Representatives

Grey Wolf, Inc.

Grey Wolf0.2500 shares in Newco / Grey Wolf share$1.82 in cash / Grey Wolf share

Basic Energy Services0.9195 shares in Newco / Basic share$6.70 in cash / Basic share

$600 million pro rata to both companies’ shareholders

Name

Economics

Cash Payment

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Overview of Merger PartnersA

sset

s / S

ervi

ces

2007 Revenue - $907 million 2007 Revenue - $877 million

• Contract Drilling• 112 domestic daywork rigs• 7 domestic turnkey rigs• 2 international rigs

• 68 Domestic Trucks

Reg

ions

Rev

enue

Mix

Domestic Dayw ork

80%

Turnkey17%

Mexico1%

Trucking2%

2007 Revenue - $907 million2007 Revenue - $877 million

• Well Servicing• 395 rigs, 9 drilling rigs

• Fluid Services• 648 trucks, 1,700 tanks, 53 disposal wells• Well site construction

• Completion & Remedial Services• Pressure pumping, cased-hole wireline units, under balanced

drilling spreads, rental and fishing tool

Well Servicing

43%

Fluid Services

24%

Well Site Const.

5%

Completion & Remedial

28%

South TX28%

Ark-La-Tex22%

Mid-Cont13%

Rockies10%

Mexico1%

Gulf Coast26%

Ark-La-Tex18%

Rockies16%

Permian31%

Mid-Cont26%

South Texas

9%

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Mexico1%

Completion andRemedial Services

13%

Increased Size and Scope

95833226Net Debt

$1,784$877$907Revenue – FYE 12/31/076323259363EBITDA – FYE 12/31/07

39$1,421

$1,090

Basic

45$1,401

$1,374

Grey Wolf

85Shares of Combined Company (mm)$2,916Enterprise Value2

$1,958Equity Market Cap1

Pro Forma

1 Market capitalization is calculated by multiplying the diluted shares outstanding by the closing market price on April 18, 2008 2 Enterprise value is the market capitalization plus net debt.3 Pro forma EBITDA inclusive of $10 million estimated synergies

Pro Forma Geographic Revenue Split Pro Forma Segment Revenue Split

ContractDrilling

53%

Gulf Coast13%

Ark-La-Tex19%

Rockies13%

FluidServices

15%

Permian15%

Mid-Cont19%

South TX20%

WellServices

19%

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Basic Energy Services

Sharing a Vision of Growth Through Acquisitions

Grey Wolf

Grey WolfDrilling Co.

Rex Drilling

January2006

LeBus Oil Field Service

October 2005

FESCO HoldingsFirst Energy Services

May2005

PWI, Inc.

February2006

G&L Tool

August2006

Chaparral Service

January2007

Davis Tools

March2007

April2007

JetStar Consolidated

Holdings

Sledge Drilling

June2007

Wildhorse Services

January1997

December1996

July2007

October1996

New Patriot Drilling

April2004

Mesa Drilling

May2003

Diamond Onshore

January1998

October1997

Murco Drilling

Coastal DrillingFluornoy Drilling

October 2003

New Force Services

June1997

Justiss Drilling Co.

October 2003

January 2003

Oilwell Fracturing Services

MD Well Service

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Servicing Entire Life-Cycle of the Well

Phases

ContractDrilling

ContractDrilling

Well Servicing

Fluid Services

Drilling Maintaining Production Workover Plug & Abandon

Completion & Remedial Services

Well-Site Services

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Diversified Sources of Revenue

GasCommodity Mix Oil

ConcentratedGeographic Spread Diversified

ConcentratedCustomer Base Diversified

Range of Services

Single-Service Multi-Service

Pro FormaPro Forma

Pro FormaPro Forma

Pro FormaPro Forma

Pro FormaPro Forma

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Grey Wolf Drilling Rigs (horsepower) Basic Workover Rigs1

Strong Asset Quality

1998 –20072

1978 – 19872

Before 1978 2

Remanufactured since 2000

1988 –19972

<1,000hp25 rigs

2,000+hp30 rigs

1,000 to 1,999hp68 rigs

• 8 newbuilds in 2006-2007

• 2 currently under construction

• 78 electric, 31 mechanical and 14 trailer-mounted

1 Based on workover rigs as of March 31, 2008.2 Excludes rigs that have been remanufactured since 2000.

• 115 newbuilds since 2004; 19 newbuilds remain to be delivered in 2008

• At 3/31/08, over 50% of workover fleet was comprised of rigs with year models of 2000 or newer and rigs remanufactured since 2000

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Complementary Geographic Footprint

Ark-La-Tex

Mid Continent

Rockies

Gulf Coast

International (Mexico)

Grey Wolf's drilling operations are located in the U.S. lower 48 where 75% of gas was produced in 2006

Grey Wolf has the #1 position in the Gulf Coast and #2 position in South Texas and Ark-La-Tex

Basic operates in areas comprising of:

Over 500,000 existing oil and gas wells and

More than 60% of existing Lower 48 production and new well drilling activity

Basic has the #2 position in South Texas, Permian Basin, Mid-Continent, Ark-La-Tex and #4 position in the Rockies

Sources: EIA, TX RR Commission, RigData

South Texas

Permian

Drilling rigs

Workover rigs

Rental and fishing

Fluid services

Pressure pumping

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Platform for Future Growth

1. Includes drilling rigs of 500hp or greater. Source: Rig Data and Land Rig Newsletter as of March 20082. Basic co-sponsored survey capturing rigs owned by AESC members as well as other rigs owned by E&P companies. Study by

Energy Sector Analytics, LLC

U.S. Land Drilling Rig Share1 U.S. Workover Rig Share2

OTHERS27%

Key27%

Nabors16%

Basic13%

3,477 Rigs

Complete8%

Ownership consistsof 141 companiesPatterson-UTI

18%

Nabors17%

H&P9%

Grey Wolf6%

Unit6%

OTHERS44%

1,920 Rigs

Ownership consistsof 195 companies

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Blue-Chip Customer Bases

• No customer will represent more than 4% of the pro forma company revenue

• Significant opportunities for cross-selling of complementary services to both sets of customers

Grey Wolf Basic Energy Services

Ballard Exploration

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$193 $199$230

$292

$412$373

2002 2003 2004 2005 2006 2007

Strong Operating Fundamentals

Basic Well Servicing Rig Hourly RatesGrey Wolf Drilling Rig Dayrates

$0

$5,000

$10,000

$15,000

$20,000

$25,000

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Rig

Day

rate

50%

150%

250%

350%

450%

Inde

xed

Com

mod

ity P

rice

Revenue Indexed Oil Price Indexed Nat Gas Price

Source: Bloomberg, Company Data

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Review of Committed Financing Plan

• No required redemption for Grey Wolf convertible notes or Basic 7.125% notes

• Under proposed structure Basic 7.125% notes become senior secured upon funding

• Both Basic and Grey Wolf currently have corporate ratings of Ba3/BB- with stable outlooks

SOURCES ($mm) Amount USES ($mm) AmountNew $325mm Revolver $ 0 Basic Cash Consideration $ 274New Term Loan 600 Basic Stock Consideration 909Basic Stock Consideration 909 Grey Wolf Cash Consideration 326Grey Wolf Stock Consideration 1,048 Grey Wolf Stock Consideration 1,048Excess Cash on the Balance Sheet 150 Refinance Basic Credit Facility 150

Total Sources $ 2,707 Total Uses $ 2,707

CREDIT METRICS as of 12/31/2007 Grey Wolf Basic Adj. Pro FormaCash $ 249 $ 92 ($ 150) $ 190New Revolver -- -- -- --New Term Loan -- -- 600 600Basic Revolving Credit Facility -- 150 (150) --Basic Capital Leases and Other Debt -- 49 -- 49Basic 7.125% Notes -- 225 -- 225Grey Wolf 3.75% Convertible Notes 150 -- -- 150Grey Wolf Floating Rate Convertible Notes 125 -- -- 125Total Debt $ 275 $ 424 $ 450 $ 1,149EBITDA / Interest Expense nm 9.4x 8.2xNet Debt / EBITDA 0.1x 1.3x 1.5xTotal Debt / EBITDA 0.8x 1.6x 1.8x

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Track Record of Strong Financial Returns

0

250

500

750

1,000

1,250

1,500

1,750

2,000

2004 2005 2006 2007

Rev

enue

($m

m)

Grey Wolf Basic

736

1,157

1,6761,784

0

100

200

300

400

500

600

2004 2005 2006 2007

Cas

h Fl

ow F

rom

Ope

ratio

ns ($

mm

)

Grey Wolf Basic

274

472

558573

Revenue Cash Flow From Operations

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Track Record of Strong Financial Returns

2007 Return on Capital Employed1

22.8%

19.8%18.4%

14.5%11.5%12.6%

PTEN HP PF GW KEG NBR CPX

1. ROCE defined as (Net Income + After-Tax Interest Expense) / (Total Debt + Stockholders Equity - Cash)

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Conclusions

• Exposure to full spectrum of the drilling and production cycle

• Expanded reach in U.S. Lower 48 and Mexico

• Overlapping market presence in key operating areas

• Combined high quality asset base

• Best in-class management team and workforce

• Enhanced size and scale

• Transaction accretive to earnings and cash flow per share

• Return of capital to all shareholders

• Continued financial flexibility to pursue growth opportunities

Fina

ncia

lSt

rate

gic

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Additional Information and Where to Find It

In connection with the proposed mergers, a registration statement of Horsepower Holdings, Inc. (“Holdings”), which will include proxy statements of Basic Energy Services and Grey Wolf and other materials, will be filed with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BASIC ENERGY SERVICES, GREY WOLF, HOLDINGS AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the registration statement and the proxy statement/prospectus when they are available and other documents containing information about Basic Energy Services and Grey Wolf, without charge, at the SEC’s web site at www.sec.gov, Basic Energy Service’s web site at www.basicenergyservices.com, and Grey Wolf’s web site at www.gwdrilling.com. Copies of the registration statement and the proxy statement/prospectus and the SEC filings that will be incorporated by reference therein may also be obtained for free by directing a request to either Investor Relations, Basic Energy Services, Inc., (432) 620-5510 or to Investor Relations, Grey Wolf, Inc., (713) 435-6100.

Participants in the Solicitation

Basic Energy Services and Grey Wolf and their respective directors, officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective stockholders in respect of the mergers. Information about these persons can be found in Grey Wolf’s proxy statement relating to its 2008 annual meetings of stockholders as filed with the SEC on April 8, 2008. Information concerning beneficial ownership of Basic Energy Services stock by its directors and certain of its executive officers is included in its proxy statement dated April 5, 2007 and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information about the interests of such persons in the solicitation of proxies in respect of the merger will be included in the registration statement and the joint proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction.

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Grey Wolf

10370 Richmond Avenue, Suite 600

Houston, TX 77042-4136

713.435.6100

www.gwdrilling.com

Basic Energy Services

500 W. Illinois

Midland, TX 79701

432.620.5500

www.basicenergyservices.com