|By Marketwired .||
|April 22, 2014 05:15 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 04/22/14 -- Baytex Energy Corp. ("Baytex") (TSX:BTE) (NYSE:BTE) today announced the commencement of cash tender offers (each an "Offer" and collectively, the "Offers") relating to any and all of the US$365,000,000 current outstanding principal amount of 9.875% Senior Notes due 2017 (the "9.875% Notes") and US$300,000,000 current outstanding principal amount of 7.50% Senior Notes due 2020 (the "7.50% Notes" and together with the 9.875% Notes, the "Notes") of Aurora USA Oil & Gas, Inc. (the "Issuer") and its solicitations of consents from the holders of the Notes to adopt certain amendments to the indentures governing the Notes (the "Indentures" and each, an "Indenture").
The Issuer is a wholly-owned subsidiary of Aurora Oil & Gas Limited ("Aurora"). On February 6, 2014, Baytex entered into a scheme implementation deed whereby Baytex (through its wholly-owned subsidiary, Baytex Energy Australia Pty Ltd.) will acquire all of the issued ordinary shares of Aurora (the "Arrangement"), subject to receipt of certain approvals. The Arrangement is expected to close in early June, 2014.
Baytex expects to obtain the funds necessary to complete the Offers from one or more debt financing transactions, including potential debt securities offerings, or an increase in available credit under existing or new credit facilities (the "Financing"). The purpose of the Offers, in conjunction with the Financing, is to simplify Baytex's debt capital structure following the completion of the acquisition of Aurora.
The Notes and other information related to the Offers are listed below:
Current Principal Offer Early Total Series of Amount Consideration Tender Consideration Notes CUSIP Nos. Outstanding (1) Payment(1) (1, 2) ---------------------------------------------------------------------------- 9.875% Senior Notes 052068AA1 due 2017 U05165AA0 US$365,000,000 US$1,077.34 US$30.00 US$1,107.34 7.50% Senior Notes 052068AB9 due 2020 U05165AC6 US$300,000,000 US$1,108.97 US$30.00 US$1,138.97
(1) For each US$1,000 principal amount of Notes, excluding accrued but unpaid interest thereon, which interest will be paid in addition to the Offer Consideration or the Total Consideration, as applicable.
(2) The Total Consideration includes the Early Tender Payment.
The Total Consideration set forth under the applicable heading in the table above has been calculated using a weighted average which assumes that:
(a) 35% of each of the 9.875% Notes and the 7.50% Notes would be redeemed at a price equal to 109.875% and 107.50%, respectively, of the principal amount of such Notes to be redeemed, pursuant to the "equity claw" redemption provisions of the relevant Indenture and terms of the relevant Note; and
(b) 65% of the Notes would be redeemed at a "make whole" redemption price pursuant to the provisions of the relevant Indenture and terms of the relevant Note.
Following completion of the acquisition of Aurora, Baytex may cause a sale of equity interests in Aurora to occur, which would constitute an "equity offering" (within the meaning of the Indentures) in order to provide net cash proceeds to the Issuer which may be used for such "equity claw" redemptions. There is no assurance, however, that Baytex will cause the Issuer to redeem any of the outstanding Notes following the consummation of the Arrangement.
The Offers are scheduled to expire at 5:00 P.M., Eastern Time, on June 10, 2014 (the "Expiration Time"). Holders who validly tender their Notes and deliver their consents by 5:00 p.m., Eastern Time, on May 5, 2014 (the "Early Tender Deadline"), will receive US$1,107.34 and US$1,138.97 per US$1,000 principal amount of 9.875% Notes and 7.50% Notes, respectively (the "Total Consideration"), if such Notes are accepted for purchase, which includes an early tender payment of US$30.00 per US$1,000 principal amount of Notes (the "Early Tender Payment"). Holders who validly tender their Notes and deliver their consents after the Early Tender Deadline but by the Expiration Time will receive US$1,077.34 and US$1,108.97 per US$1,000 principal amount of 9.875% Notes and 7.50% Notes, respectively (the "Offer Consideration"), if such Notes are accepted for purchase. Holders whose tendered Notes are accepted for purchase will also receive accrued and unpaid interest on the payment date, which will occur promptly after the Expiration Time.
The Offers are subject to the satisfaction or waiver of certain conditions, including the receipt of consents of a majority in outstanding principal amount of the applicable series of Notes (the "Requisite Consents"), the consummation of the Arrangement, the completion of the Financing and general conditions. Each of the Offers is a separate offer and is not conditional on the other Offer. The consents are being solicited to eliminate substantially all of the restrictive covenants and certain related events of default contained in the Indentures. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.
Noteholders may withdraw tenders and revoke consents, with respect to a series of notes, at any time prior to the earlier of:(1) 5:00 p.m., Eastern Time, on May 5, 2014; and (2) the date on which a supplemental indenture applicable to such series of notes is executed, which is expected to promptly follow receipt of the applicable Requisite Consents.
Baytex has retained Barclays Capital Inc. to serve as the Dealer Manager for the Offers and consent solicitations. Questions regarding the Offers and consent solicitations may be directed to Barclays Capital Inc. at (800) 438-3242 (U.S. toll-free) or (212) 528-7581 (collect). You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance.
The complete terms and conditions of the tender offers and consent solicitations are described in the Offer to Purchase and Consent Solicitation Statement dated April 22, 2014 and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting D.F. King & Co., Inc., as Tender Agent and Information Agent, at (800) 769-4414 (U.S. toll-free) or (212) 269-5550 (banks and brokers). The Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal also address certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.
None of Baytex, the Dealer Manager, the Tender Agent, the Issuer, Aurora or the Information Agent makes any recommendation as to whether holders should tender their Notes pursuant to the Offers or consent to the proposed Indenture amendments, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender Notes and deliver consents, and, if so, the principal amount of Notes to tender.
This press release does not constitute an offer to purchase, a solicitation of an offer to sell nor a solicitation of consents with respect to, any Notes or other securities, nor shall there be any purchase of Notes or solicitation of consents in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offers and consent solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement dated April 22, 2014 and related Consent and Letter of Transmittal. In any jurisdiction where the laws require the Offers and consent solicitation to be made by a licensed broker or dealer, they will be deemed made on behalf of Baytex by Barclays Capital Inc. or one or more registered brokers or dealers under the laws of such jurisdiction. The Offers and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.
Advisory Regarding Forward-Looking Statements
Certain statements in this press release are "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements"). Specifically, this press release contains forward-looking statements relating to but not limited to: the timing and completion of the Arrangement; the anticipated sources of financing to complete the Offers; the potential sale of equity interests in Aurora to provide net cash proceeds to the Issuer for the "equity claw" redemptions; and the terms and timing of the Offers and consent solicitations. The forward-looking statements contained in this press release speak only as of its date and are expressly qualified by this cautionary statement.
These forward-looking statements are based on certain key assumptions regarding, among other things, the receipt of regulatory, shareholder and other approvals for the Arrangement; the required financing for the Offers is obtained by Baytex; and the satisfaction or waiver of the other conditions to the Offers. Readers are cautioned that such assumptions, although considered reasonable by Baytex at the time of preparation, may prove to be incorrect.
Actual results will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Such factors include, but are not limited to: the Arrangement may not be completed on the terms contemplated or at all; closing of the Arrangement could be delayed or not completed if we are not able to obtain the necessary stock exchange, shareholder and regulatory approvals or any other approvals required for completion or, unless waived, some other condition to closing is not satisfied; the financing required to complete the Offers is not obtained; the Offers and consent solicitations may not be completed on the terms contemplated or at all; and other factors, many of which are beyond the control of Baytex. These and additional risk factors are discussed in our Annual Information Form, Annual Report on Form 40-F and Management's Discussion and Analysis for the year ended December 31, 2013, as filed with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission.
There is no representation by Baytex that actual results achieved will be the same in whole or in part as those referenced in such forward-looking statements and Baytex does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Baytex Energy Corp.
Baytex is a dividend-paying oil and gas corporation 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 Williston Basin in the United States. Approximately 88% of Baytex's production is weighted toward crude oil. Baytex pays a monthly dividend on its common shares which are traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol BTE. The subscription receipts issued by Baytex to fund a portion of the purchase price for Aurora trade on the Toronto Stock Exchange under the symbol BTE.R.
@ThingsExpo has been named the Top 5 Most Influential M2M Brand by Onalytica in the ‘Machine to Machine: Top 100 Influencers and Brands.' Onalytica analyzed the online debate on M2M by looking at over 85,000 tweets to provide the most influential individuals and brands that drive the discussion. According to Onalytica the "analysis showed a very engaged community with a lot of interactive tweets. The M2M discussion seems to be more fragmented and driven by some of the major brands present in the...
Oct. 25, 2016 06:15 AM EDT Reads: 11,427
SYS-CON Events announced today that Interface Masters Technologies, a leader in Network Visibility and Uptime Solutions, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Interface Masters Technologies is a leading vendor in the network monitoring and high speed networking markets. Based in the heart of Silicon Valley, Interface Masters' expertise lies in Gigabit, 10 Gigabit and 40 Gigabit Eth...
Oct. 25, 2016 05:45 AM EDT Reads: 3,346
As software becomes more and more complex, we, as software developers, have been splitting up our code into smaller and smaller components. This is also true for the environment in which we run our code: going from bare metal, to VMs to the modern-day Cloud Native world of containers, schedulers and microservices. While we have figured out how to run containerized applications in the cloud using schedulers, we've yet to come up with a good solution to bridge the gap between getting your conta...
Oct. 25, 2016 05:30 AM EDT Reads: 1,515
We are reaching the end of the beginning with WebRTC, and real systems using this technology have begun to appear. One challenge that faces every WebRTC deployment (in some form or another) is identity management. For example, if you have an existing service – possibly built on a variety of different PaaS/SaaS offerings – and you want to add real-time communications you are faced with a challenge relating to user management, authentication, authorization, and validation. Service providers will w...
Oct. 25, 2016 05:30 AM EDT Reads: 3,368
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain. In this power panel at @...
Oct. 25, 2016 05:15 AM EDT Reads: 1,993
DevOps theory promotes a culture of continuous improvement built on collaboration, empowerment, systems thinking, and feedback loops. But how do you collaborate effectively across the traditional silos? How can you make decisions without system-wide visibility? How can you see the whole system when it is spread across teams and locations? How do you close feedback loops across teams and activities delivering complex multi-tier, cloud, container, serverless, and/or API-based services?
Oct. 25, 2016 04:45 AM EDT Reads: 1,085
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
Oct. 25, 2016 04:30 AM EDT Reads: 9,701
SYS-CON Events announced today that Streamlyzer will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Streamlyzer is a powerful analytics for video streaming service that enables video streaming providers to monitor and analyze QoE (Quality-of-Experience) from end-user devices in real time.
Oct. 25, 2016 04:15 AM EDT Reads: 1,008
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Oct. 25, 2016 04:15 AM EDT Reads: 947
One of biggest questions about Big Data is “How do we harness all that information for business use quickly and effectively?” Geographic Information Systems (GIS) or spatial technology is about more than making maps, but adding critical context and meaning to data of all types, coming from all different channels – even sensors. In his session at @ThingsExpo, William (Bill) Meehan, director of utility solutions for Esri, will take a closer look at the current state of spatial technology and ar...
Oct. 25, 2016 04:15 AM EDT Reads: 1,738
SYS-CON Events announced today that SoftNet Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. SoftNet Solutions specializes in Enterprise Solutions for Hadoop and Big Data. It offers customers the most open, robust, and value-conscious portfolio of solutions, services, and tools for the shortest route to success with Big Data. The unique differentiator is the ability to architect and ...
Oct. 25, 2016 04:00 AM EDT Reads: 962
The IoT industry is now at a crossroads, between the fast-paced innovation of technologies and the pending mass adoption by global enterprises. The complexity of combining rapidly evolving technologies and the need to establish practices for market acceleration pose a strong challenge to global enterprises as well as IoT vendors. In his session at @ThingsExpo, Clark Smith, senior product manager for Numerex, will discuss how Numerex, as an experienced, established IoT provider, has embraced a ...
Oct. 25, 2016 03:45 AM EDT Reads: 1,124
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his session at @DevOpsSummit 19th Cloud Expo, Eric Robertson, General Manager at CollabNet, will show how customers are able to achieve a level of transparency that enables everyon...
Oct. 25, 2016 03:30 AM EDT Reads: 1,306
Today every business relies on software to drive the innovation necessary for a competitive edge in the Application Economy. This is why collaboration between development and operations, or DevOps, has become IT’s number one priority. Whether you are in Dev or Ops, understanding how to implement a DevOps strategy can deliver faster development cycles, improved software quality, reduced deployment times and overall better experiences for your customers.
Oct. 25, 2016 03:30 AM EDT Reads: 918
Cloud based infrastructure deployment is becoming more and more appealing to customers, from Fortune 500 companies to SMEs due to its pay-as-you-go model. Enterprise storage vendors are able to reach out to these customers by integrating in cloud based deployments; this needs adaptability and interoperability of the products confirming to cloud standards such as OpenStack, CloudStack, or Azure. As compared to off the shelf commodity storage, enterprise storages by its reliability, high-availabil...
Oct. 25, 2016 03:15 AM EDT Reads: 1,155