Calgary, Alberta–(Newsfile Corp. – April 13, 2023) – Baytex Energy Corp. (TSX: BTE) (NYSE: BTE) (“Baytex”) is pleased to announce the pricing and upsize to US$800 million of its previously announced private offering (the “offering”) of senior unsecured notes due 2030 (the “Notes”). The Notes will bear interest at a rate of 8.5% per annum and mature on April 30, 2030. The Notes were priced at 98.709% of par to yield 8.75% per annum. The closing of the offering is subject to customary closing conditions and is expected to close on April 27, 2023.
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. 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.