Calgary, Alberta–(Newsfile Corp. – April 12, 2023) – Baytex Energy Corp. (TSX: BTE) (NYSE: BTE) (“Baytex”) announced today that it intends to offer US$750 million aggregate principal amount of senior unsecured notes due 2030 (the “Notes”) in a private offering (the “offering”), subject to market and other conditions. The Notes will pay interest semi-annually in arrears. The final terms of the Notes will be determined at the time of pricing of the Notes.
The gross proceeds of the offering will be deposited into escrow pending satisfaction of certain escrow release conditions, including the consummation of the previously announced merger (the “Merger”) with Ranger Oil Corporation (“Ranger”).
Upon satisfaction of the escrow release conditions, Baytex intends to use the net proceeds from the offering, together with borrowings under its credit facilities, to fund the cash portion of the consideration for the Merger, to repay certain outstanding indebtedness of Ranger and Baytex, and to pay fees and expenses in connection with the Merger. The Merger is expected to close in the second quarter of 2023, subject to the satisfaction of customary closing conditions. The closing of the Merger is not conditioned upon completion of the offering.
If the escrow release conditions are not satisfied prior to October 15, 2023, or, to the extent the Merger Agreement is amended to remain in effect until a later date, such later date (but in no event later than December 31, 2023), or upon the occurrence of certain other events, including the termination of the Merger Agreement, the Notes will be subject to a special mandatory redemption at a price equal to 100% of the initial offering price of the Notes, plus accrued and unpaid interest from the issue date of the notes to, but not including, the payment date of such mandatory redemption.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sale of Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the Notes under the securities laws of any such jurisdiction. The Notes will be issued in reliance on the exemption from the registration requirements provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, outside of the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. None of the Notes have been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Important Additional Information and Where to Find it
In connection with the proposed Merger, Baytex has filed with the SEC a registration statement on Form F-4 (the “Registration Statement”) to register the Baytex securities to be issued in connection with the proposed Merger (including a prospectus therefor). Baytex and Ranger also plan to file other documents with the SEC regarding the proposed Merger. This communication is not a substitute for the Registration Statement or the prospectus or for any other document that Baytex or Ranger may file with the SEC in connection with the Merger. U.S. INVESTORS AND U.S. HOLDERS OF BAYTEX AND RANGER SECURITIES ARE URGED TO READ THE REGISTRATION STATEMENT AND OTHER DOCUMENTS RELATING TO THE PROPOSED MERGER (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BAYTEX, RANGER AND THE PROPOSED MERGER. Shareholders will be able to obtain free copies of the Registration Statement, proxy statement/prospectus and other documents containing important information about Baytex and Ranger through the website maintained by the SEC at http://www.sec.gov. Copies of such documents may also be obtained from Baytex and Ranger without charge.
Participants in the Solicitation
Baytex, Ranger and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Baytex’s shareholders and the solicitation of proxies from Ranger’s shareholders, in each case with respect to the Merger. Information about Baytex’s directors and executive officers is available in the Annual Information Form published February 23, 2023 and in the Registration Statement. Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Registration Statement, the proxy statement/prospectus and other relevant materials that have been and will be filed with the SEC regarding the Merger. Shareholders, potential investors and other readers should read the proxy statement/prospectus carefully before making any voting or investment decisions.
Baytex Energy Corp.
Baytex Energy Corp. is an energy company based in Calgary, Alberta. The company is engaged in the acquisition, development and production of crude oil and natural gas in the Western Canadian Sedimentary Basin and in the Eagle Ford in the United States. Baytex’s common shares trade on the Toronto Stock Exchange and the New York Stock Exchange under the symbol BTE.
For further information about Baytex, please contact:
Brian Ector, Vice President, Capital Markets
Toll Free Number: 1-800-524-5521