Click here to close now.

SYS-CON MEDIA Authors: Liz McMillan, Pat Romanski, Carmen Gonzalez, Kevin Jackson, Peter Silva

News Feed Item

Baytex Commences Tender Offers and Consent Solicitations for Senior Notes of Aurora USA Oil & Gas, Inc.

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Column Technologies, a global technology solutions company, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. Established in 1998, Column Technologies is a leader in application performance and infrastructure management for commercial and federal markets. The company is headquartered in the United States, with a diverse and talented team of more than 350 employees around th...
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
Health care systems across the globe are under enormous strain, as facilities reach capacity and costs continue to rise. M2M and the Internet of Things have the potential to transform the industry through connected health solutions that can make care more efficient while reducing costs. In fact, Vodafone's annual M2M Barometer Report forecasts M2M applications rising to 57 percent in health care and life sciences by 2016. Lively is one of Vodafone's health care partners, whose solutions enable o...
SYS-CON Events announced today that Ciqada will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Ciqada™ makes it easy to connect your products to the Internet. By integrating key components - hardware, servers, dashboards, and mobile apps - into an easy-to-use, configurable system, your products can quickly and securely join the internet of things. With remote monitoring, control, and alert messaging capability, you will mee...
SYS-CON Events announced today that GENBAND, a leading developer of real time communications software solutions, has been named “Silver Sponsor” of SYS-CON's WebRTC Summit, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. The GENBAND team will be on hand to demonstrate their newest product, Kandy. Kandy is a communications Platform-as-a-Service (PaaS) that enables companies to seamlessly integrate more human communications into their Web and mobile applicatio...
Public Cloud IaaS started it's life in the developer and startup communities and has grown rapidly to a $20B+ industry, but it still pales in comparison to how much is spent worldwide on IT: $3.6 trillion. In fact, there are 8.6 million data centers worldwide, the reality is many small and medium sized business have server closets and colocation footprints filled with servers and storage gear. While on-premise environment virtualization may have peaked at 75%, the Public Cloud has lagged in ado...
Dave will share his insights on how Internet of Things for Enterprises are transforming and making more productive and efficient operations and maintenance (O&M) procedures in the cleantech industry and beyond. Speaker Bio: Dave Landa is chief operating officer of Cybozu Corp (kintone US). Based in the San Francisco Bay Area, Dave has been on the forefront of the Cloud revolution driving strategic business development on the executive teams of multiple leading Software as a Services (SaaS) ap...
The best mobile applications are augmented by dedicated servers, the Internet and Cloud services. Mobile developers should focus on one thing: writing the next socially disruptive viral app. Thanks to the cloud, they can focus on the overall solution, not the underlying plumbing. From iOS to Android and Windows, developers can leverage cloud services to create a common cross-platform backend to persist user settings, app data, broadcast notifications, run jobs, etc. This session provide...
SYS-CON Events announced today that BroadSoft, the leading global provider of Unified Communications and Collaboration (UCC) services to operators worldwide, has been named “Gold Sponsor” of SYS-CON's WebRTC Summit, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. BroadSoft is the leading provider of software and services that enable mobile, fixed-line and cable service providers to offer Unified Communications over their Internet Protocol networks. The Compa...
While not quite mainstream yet, WebRTC is starting to gain ground with Carriers, Enterprises and Independent Software Vendors (ISV’s) alike. WebRTC makes it easy for developers to add audio and video communications into their applications by using Web browsers as their platform. But like any market, every customer engagement has unique requirements, as well as constraints. And of course, one size does not fit all. In her session at WebRTC Summit, Dr. Natasha Tamaskar, Vice President, Head of C...
ProfitBricks, the provider of painless cloud infrastructure IaaS, today released its SDK for Ruby, written against the company's new RESTful API. The new SDK joins ProfitBricks' previously announced support for the popular multi-cloud open-source Fog project. This new Ruby SDK, which exposes advanced functionality to take advantage of ProfitBricks' simplicity and productivity, aligns with ProfitBricks' mission to provide a painless way to automate infrastructure in the cloud. Ruby is a genera...
The 5th International DevOps Summit, co-located with 17th International Cloud Expo – being held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the...
DevOps tasked with driving success in the cloud need a solution to efficiently leverage multiple clouds while avoiding cloud lock-in. Flexiant today announces the commercial availability of Flexiant Concerto. With Flexiant Concerto, DevOps have cloud freedom to automate the build, deployment and operations of applications consistently across multiple clouds. Concerto is available through four disruptive pricing models aimed to deliver multi-cloud at a price point everyone can afford.
WebRTC is an up-and-coming standard that enables real-time voice and video to be directly embedded into browsers making the browser a primary user interface for communications and collaboration. WebRTC runs in a number of browsers today and is currently supported in over a billion installed browsers globally, across a range of platform OS and devices. Today, organizations that choose to deploy WebRTC applications and use a host machine that supports audio through USB or Bluetooth can use Plantro...
ProfitBricks has launched its new DevOps Central and REST API, along with support for three multi-cloud libraries and a Python SDK. This, combined with its already existing SOAP API and its new RESTful API, moves ProfitBricks into a position to better serve the DevOps community and provide the ability to automate cloud infrastructure in a multi-cloud world. Following this momentum, ProfitBricks has also introduced several libraries that enable developers to use their favorite language to code ...