CALGARY, Alberta, May 31, 2019 (GLOBE NEWSWIRE) — Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) (TSX: BXE) announced today that, in connection with its previously announced recapitalization transaction (the “Recapitalization Transaction”) to be implemented pursuant to Bellatrix’s court approved plan of arrangement under the Canada Business Corporations Act (the “Plan of Arrangement”), the Company has substantially finalized the following documents, each of which is to be finalized and executed on the implementation of the Recapitalization Transaction:
- the indenture (the “New Second Lien Notes Indenture”) to be entered into by Bellatrix, as issuer, and U.S. Bank National Association, as trustee and collateral agent, pursuant to which the Company’s Existing Second Lien Notes issued pursuant to the Existing Second Lien Note Purchase Agreement (each as defined below) and the new second lien notes issued pursuant to the Plan of Arrangement will be governed; and
- the indenture (the “New Third Lien Notes Indenture”) to be entered into by Bellatrix, as issuer, and U.S. Bank National Association, as trustee and collateral agent, pursuant to which the Company’s new third lien notes to be issued pursuant to the Plan of Arrangement (the “New Third Lien Notes”) will be governed.
As set out in the Company’s management information circular dated April 18, 2019 (the “Information Circular”), the terms of the New Second Lien Notes Indenture are substantially the same as the terms of the note purchase agreement dated July 25, 2018, as amended (the “Existing Second Lien Note Purchase Agreement”) governing the Company’s existing 8.5% second lien notes due 2023 (the “Existing Second Lien Notes”), subject to certain amendments and modifications that have been agreed to by the Company, the holders of the Existing Second Lien Notes (the “Existing Second Lien Noteholders”) and the holders of the Company’s 8.5% senior unsecured notes due 2020 (the “Senior Unsecured Notes”) that entered into the support agreement with the Company as of March 28, 2019 (the “Initial Consenting Noteholders”), including, among others, certain conforming changes related to the conversion of the Existing Second Lien Note Purchase Agreement into a note indenture and to address certain informational and monitoring rights by way of an Investor Side Letter (as defined in the New Second Lien Notes Indenture and attached as an exhibit thereto) with the Existing Second Lien Noteholders rather than forming part of the New Second Lien Notes Indenture.
The terms of the New Third Lien Notes Indenture are substantially similar to the terms of the indenture governing the Senior Unsecured Notes, with certain amendments and modifications that have been agreed to by Bellatrix and the Initial Consenting Noteholders, including, among others, the inclusion of a number of additional covenants also contained in the New Second Lien Notes Indenture, as well as modifications to reflect the maturity date of the New Third Lien Notes, the applicable interest rate and payment mechanics, the security to be granted in respect of the New Third Lien Notes and the ability to prepay the New Third Lien Notes from time to time (in full or in part, without any premium or penalty).
The foregoing descriptions of the New Second Lien Notes Indenture and New Third Lien Notes Indenture are qualified in their entirety by reference to the forms of the New Second Lien Notes Indenture and New Third Lien Notes Indenture, substantially final versions of which will be posted for review on the Company’s website at www.bxe.com and under the Company’s profile on SEDAR at www.sedar.com. Securityholders are encouraged to refer to the full text of the New Second Lien Notes Indenture and New Third Lien Notes Indenture for the full set of terms and conditions of such documents. The final versions of these documents will also be posted following implementation of the Recapitalization Transaction under the Company’s profile on SEDAR at the address set forth above.
The securities to be issued pursuant to the Recapitalization Transaction have not been and will not be registered under the U.S. Securities Act of 1933 (the “1933 Act”), or the securities laws of any state of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the 1933 Act. The securities to be issued pursuant to the Recapitalization Transaction will be issued and distributed in reliance on the exemption from registration set forth in Section 3(a)(10) of the 1933 Act (and similar exemptions under applicable state securities laws).
It is expected that the Recapitalization Transaction will be completed on or about June 4, 2019, subject to the satisfaction or waiver of the conditions to the Plan of Arrangement. Additional information with respect to the Recapitalization Transaction is set out in the Company’s Information Circular. Any questions or requests for further information may be directed to Kingsdale Advisors, the Company’s proxy and information agent, at 1-866-229-8874 or 416-867-2272, or by email at firstname.lastname@example.org.
Bellatrix Exploration Ltd. is a publicly traded Western Canadian based growth oriented oil and gas company engaged in the exploration for, and the acquisition, development and production of oil and natural gas reserves, with highly concentrated operations in west central Alberta, principally focused on profitable development of the Spirit River liquids rich natural gas play.