20-F 1 noa20-fpart112x31x2015.htm 20-F 20-F


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 20-F
 
£
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
S
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    
For the fiscal year ended December 31, 2015
 
Commission File Number 001-33161
 
 
 
NORTH AMERICAN ENERGY PARTNERS INC.
(Exact name of Registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
1629
(Primary Standard Industrial Classification Code Number (if applicable))
N/A
(I.R.S. Employer Identification Number (if applicable))
Zone 3, Acheson Industrial Area, 2-53016—Hwy. 60
Acheson, Alberta, T7X 5A7
(780) 960-7171
(Address and telephone number of Registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States) 
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Shares
 
Toronto Stock Exchange
 
 
The New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
33,150,281 Common Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  £           No  x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes  £             No  x
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes  x             No  £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes  x             No  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £ Accelerated Filer £ Non-accelerated filer x 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP x  International Financial Reporting Standards as issued £ Other £
         by the International Accounting Standards Board

If "Other: has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 £ Item 18 £

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   £             No  x



- 1 -


ANNUAL INFORMATION FORM, AUDITED ANNUAL CONSOLIDATED
FINANCIAL STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS
Annual Information Form
The Registrant’s Annual Information Form for the fiscal year ended December 31, 2015 is attached as Exhibit 99.1 to this Annual Report on Form 20-F and is incorporated herein by reference.
Audited Annual Consolidated Financial Statements
The Registrant’s audited annual consolidated financial statements for the fiscal year ended December 31, 2015, including the report of the independent registered public accounting firm with respect thereto, are attached as Exhibit 99.2 to this Annual Report on Form 20-F and are incorporated herein by reference.
Management’s Discussion and Analysis
The Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2015 is attached as Exhibit 99.3 to this Annual Report on Form 20-F and is incorporated herein by reference.
Notice of Annual Meeting and Management Information Circular
The Registrant's Notice of Annual Meeting and Management Information Circular for the fiscal year ended December 31, 2015 is attached as Exhibit 99.4 to this Annual Report on Form 20-F and is incorporated herein by reference.

- 2 -


Cross Reference to Form 20-F
Item No.
 
Exhibit
Pages
Part I
 
 
 
Item 1
Identity of Directors, Senior Management, Advisers and Auditors
N/A
N/A

Item 2
Offer Statistics and Expected Timetable
N/A
N/A

Item 3
Key Information
 
 
 
A. Selected financial data
99.2
7, 34

 
B. Capitalization and indebtedness
N/A
N/A

 
C. Reasons for the offer and use of proceeds
N/A
N/A

 
D. Risk factors
99.1
32-40

 
 
99.3
31-33

Item 4
Information on the Company
 
 
 
A. History and development of the company
99.1
3-7, 40

 
 
99.3
4-6, 23

 
B. Business overview
99.1
7-11, 12-13, 17-18, 34-36

 
 
99.3
17-18, 20

 
C. Organizational structure
99.1
3-4

 
 
99.2
5

 
D. Property, plant and equipment
99.1
12, 13-16

 
 
99.2
7

Item 4A
Unresolved Staff Comments
N/A
N/A

Item 5
Operating and Financial Review and Prospects
 
 
 
A. Operating results
99.1
32-33

 
 
99.3
1-6, 10

 
B. Liquidity and capital resources
99.2
1, 18, 26

 
 
99.3
15-16, 21-25

 
C. Research and development, patents and licenses, etc.
99.1
17

 
 
99.3
—

 
D. Trend information
99.3
19-20

 
E. Off-balance sheet arrangements
99.3
5

 
F. Tabular disclosure of contractual obligations
99.3
5

 
G. Safe harbor
99.3
26

Item 6
Directors, Senior Management and Employees
 
 
 
A. Directors and senior management
99.1
25-28

 
B. Compensation
99.4
12-41

 
C. Board practices
99.1
26, 28-30

 
D. Employees
99.3
21

 
E. Share Ownership
99.1
37-38

 
 
99.4
3

Item 7
Major Shareholders and Related Party Transactions
 
 
 
A. Major shareholders
99.1
37-38

 
 
99.3
3

 
B. Related party transactions
99.3
27

 
C. Interests of experts and counsel
N/A
N/A

 
 
 
 

- 3 -


Item No.
 
Exhibit
Pages
Item 8
Financial Information



 
A. Consolidated Statements and Other Financial Information
99.1
5-11

 
 
99.2
1 - 33

 
 
99.3
7-17, 23

 
B. Significant changes
99.2
33

Item 9
The Offer and Listing
 
 
 
A. Offer and listing details
99.1
21-22

 
B. Plan of distribution
N/A
N/A

 
C. Markets
99.1
20

 
D. Selling shareholders
N/A
N/A

 
E. Dilution
N/A
N/A

 
F. Expenses of the issue
N/A
N/A

Item 10
Additional Information
 
 
 
A. Share Capital
N/A
N/A

 
B. Memorandum and articles of association
99.1
3, 19-20, 25

 
 
99.4
1-4

 
C. Material contracts
99.1
25

 
D. Exchange controls
N/A
N/A

 
E. Taxation
99.1
22

 
F. Dividends and paying agents
N/A
N/A

 
G. Dividends and paying agents
N/A
N/A

 
H. Documents on display
99.1
1, 18, 19, 29, 30, 40

 
 
99.3
1, 35

 
 
99.4
38, 44, 46, 47

 
I. Subsidiary information
N/A
N/A

Item 11
Quantitative and Qualitative Disclosures About Market Risk
99.1
32-33

Item 12
Description of Securities Other than Equity Securities
N/A
N/A

 
 
 
 
Part II
 
 
 
Item 13
Defaults, Dividend Arrearages and Delinquencies
99.1
18

Item 14
Material Modifications to the Rights of Security Holders and Use of Proceeds
99.1
18

Item 15
Controls and Procedures
99.3
28

Item 16
[Reserved]
 
 
Item 16 A.
Audit committee financial expert
99.1
29

Item 16 B.
Code of Ethics
99.1
29

Item 16 C.
Principal Accountant Fees and Services
99.1
29-30

Item 16 D.
Exemptions from the Listing Standards for Audit Committees
N/A
N/A

Item 16 E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
99.1
19

Item 16 F.
Change in Registrant’s Certifying Accountant
N/A
N/A

Item 16 G.
Corporate Governance
99.1
28-29

Item 16 H.
Mine Safety Disclosure
99.1
18

 
 
 
 
 
 
 
 

- 4 -


Item No.
 
Exhibit
Pages
Part III
 
 
 
Item 17
Financial Statements
N/A
N/A

Item 18
Financial Statements
99.2
1-33

Item 19
Exhibits
Exhibit Index
Exhibit Index


- 5 -



SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
 
 
 
 
 
/S/ Martin Ferron
 
 
Martin Ferron
 
 
President and Chief Executive Officer
Date: February 16, 2016

- 6 -


EXHIBIT INDEX
 
1.1
 
Form of Articles of Amalgamation of North American Energy Partners Inc. (filed as Exhibit 3.3 to Amendment No.3 to Form F-1 (Registration No. 333-135943), filed on October 23, 2006 and incorporated herein by reference).
 
 
 
1.2
 
Form of By-Law No. 2 of NACG Holdings Inc. (filed as Exhibit 3.4 to Amendment No.4 to Form F-1 (Registration No. 333-135943), filed on November 3, 2006 and incorporated herein by reference).
 
 
 
4.1
 
Registration Rights Agreement, dated as of November 26, 2003, among NACG Holdings Inc. and the shareholders party thereto (filed as Exhibit 4.1 to Form F-1 (Registration No. 333-135943), filed on July 21, 2006 and incorporated herein by reference).
 
 
 
4.2
 
Form of Amended and Restated 2004 Share Option Plan (filed as Exhibit 4.2 to Amendment No. 3 to Form F-1 (Registration No. 333-135943), filed on October 23, 2006 and incorporated herein by reference).
 
 
 
4.3
 
Trust Indenture, dated April 7, 2010, among North American Energy Partners Inc., the guarantors party thereto and CIBC Mellon Trust Company filed on Form 6-K (Registration No. 001-33161), filed on June 10, 2010 and incorporated herein by reference.
 
 
 
4.4
 
Supplemental Trust Indenture, dated April 7, 2010, among North American Energy Partners Inc., the guarantors party thereto and CIBC Mellon Trust Company filed on Form 6-K (Registration No. 001-33161), filed on June 10, 2010 and incorporated herein by reference.
 
 
 
4.5
 
Second Supplemental Trust Indenture, dated October 16, 2013, among North American Energy Partners Inc., the guarantors party thereto and BNY Trust Company of Canada (filed as Exhibit 99.1 to Form 6-K (Registration No. 001-33161), filed on October 22, 2013 and incorporated herein by reference).
 
 
 
4.6
 
Form of Indemnity Agreement between NACG Holdings Inc., NACG Preferred Corp., North American Energy Partners Inc., North American Construction Group Inc. and their respective officers and directors (filed as Exhibit 10.3 to Form F-4 (Registration No. 333-125610), filed on June 8, 2005 and incorporated herein by reference).
 
 
 
8.1
 
List of Subsidiaries - Annual Information Form (Form 20-F Part 2, Page 4)
 
 
 
12.1
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
 
 
 
12.2
 
Certification of the Vice President, Finance pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
 
 
 
13.1
 
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
13.2
 
Certification of the Vice President, Finance pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
99.1
 
Annual Information Form for the fiscal year ended December 31, 2015.
 
 
 
99.2
 
Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2015,
 
 
 
99.3
 
Management's Discussion and Analysis for the fiscal year ended December 31, 2015.
 
 
 
99.4
 
Notice of Annual Meeting and Management Information Circular for the fiscal year ended December 31, 2015.

- 7 -