|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.
Effectively SMBs and government programs must address compounded regulatory compliance requirements. The most recent are Controlled Unclassified Information and the EU's GDPR have Board Level implications. Managing sensitive data protection will likely result in acquisition criteria, demonstration requests and new requirements. Developers, as part of the pre-planning process and the associated supply chain, could benefit from updating their code libraries and design by incorporating changes. In...
Dec. 6, 2016 10:30 AM EST Reads: 1,150
"Venafi has a platform that allows you to manage, centralize and automate the complete life cycle of keys and certificates within the organization," explained Gina Osmond, Sr. Field Marketing Manager at Venafi, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 10:30 AM EST Reads: 951
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 10:15 AM EST Reads: 521
Financial Technology has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 20th Cloud Expo at the Javits Center in New York, June 6-8, 2017, will find fresh new content in a new track called FinTech.
Dec. 6, 2016 09:15 AM EST Reads: 2,141
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor – all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
Dec. 6, 2016 09:00 AM EST Reads: 5,805
"Qosmos has launched L7Viewer, a network traffic analysis tool, so it analyzes all the traffic between the virtual machine and the data center and the virtual machine and the external world," stated Sebastien Synold, Product Line Manager at Qosmos, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 09:00 AM EST Reads: 705
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
Dec. 6, 2016 09:00 AM EST Reads: 3,963
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
Dec. 6, 2016 08:45 AM EST Reads: 7,124
The WebRTC Summit New York, to be held June 6-8, 2017, at the Javits Center in New York City, NY, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 20th International Cloud Expo and @ThingsExpo. WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web co...
Dec. 6, 2016 08:30 AM EST Reads: 1,335
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, drew together recent research and lessons learned from emerging and established compa...
Dec. 6, 2016 08:30 AM EST Reads: 879
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Dec. 6, 2016 08:15 AM EST Reads: 1,671
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 general session at @DevOpsSummit at 19th Cloud Expo, Phil Hombledal, Solution Architect at CollabNet, discussed how customers are able to achieve a level of transparency that e...
Dec. 6, 2016 08:15 AM EST Reads: 1,061
"Coalfire is a cyber-risk, security and compliance assessment and advisory services firm. We do a lot of work with the cloud service provider community," explained Ryan McGowan, Vice President, Sales (West) at Coalfire Systems, Inc., in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 6, 2016 08:00 AM EST Reads: 899
Regulatory requirements exist to promote the controlled sharing of information, while protecting the privacy and/or security of the information. Regulations for each type of information have their own set of rules, policies, and guidelines. Cloud Service Providers (CSP) are faced with increasing demand for services at decreasing prices. Demonstrating and maintaining compliance with regulations is a nontrivial task and doing so against numerous sets of regulatory requirements can be daunting task...
Dec. 6, 2016 07:45 AM EST Reads: 906
Get deep visibility into the performance of your databases and expert advice for performance optimization and tuning. You can't get application performance without database performance. Give everyone on the team a comprehensive view of how every aspect of the system affects performance across SQL database operations, host server and OS, virtualization resources and storage I/O. Quickly find bottlenecks and troubleshoot complex problems.
Dec. 6, 2016 07:45 AM EST Reads: 2,086