BAYTEX ENERGY USA, INC.

BAYTEX ENERGY USA, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On June 20, 2023 Baytex completed its merger with Ranger, after shareholders approved it on June 16, 2023. Each Class A share was converted into 7.49 Baytex common shares plus $13.31 cash, and Ranger became an indirect wholly owned subsidiary of Baytex. The Wells Fargo credit facility was paid off and terminated, and the 9.250% Senior Notes due 2026 were redeemed at 106.938% of principal plus accrued interest. Ranger stock stopped trading on Nasdaq on June 20, 2023, all directors and officers ceased their roles (some were appointed to Baytex roles), and Ranger intends to file a Form 15 to suspend its SEC reporting. This resolves the Baytex merger thread.

business combination

BAYTEX ENERGY USA, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Ranger filed its definitive proxy statement/prospectus on May 18, 2023 for the Baytex merger, with a shareholder vote set for June 16, 2023. Each Class A share would get 7.49 Baytex shares plus $13.31 cash. Rocky Creek and JSTX, holding a majority of votes, agreed to vote in favor, which would ensure approval. Baytex holders would own about 63% and Ranger holders about 37% of the combined company.

business combination

On Feb 27, 2023 Ranger Oil agreed to merge with Baytex Energy Corp. Each Class A share would receive 7.49 Baytex common shares plus $13.31 in cash. Rocky Creek and JSTX are expected to sign a support agreement and exchange their units and Class B shares for Class A before closing. Closing needs both companies' shareholder approvals, HSR clearance and listing approvals, with an outside date of Oct 15, 2023; termination fees are $60 million (Ranger) and $95 million (Baytex). If completed, Ranger would become a wholly owned Baytex subsidiary and holders would be bought out, but it is not yet complete.

business combination

On Aug 18, 2021 Penn Virginia signed Amendment No. 11 to its bank credit facility. Once the Lonestar merger closes and other conditions are met, the borrowing base rises to $600 million (commitments $400 million), the January 2021 availability limits, minimum hedging requirements and first lien leverage covenant are removed, the PV Energy Holdings entities come off as guarantors, and maturity moves to four years after that date. This resolves the Fall 2021 borrowing base/hedging thread, but only if the merger closes.

debt financing

Penn Virginia filed the registration statement (S-4) for the Lonestar merger, restating the 0.51 Penn Virginia share per Lonestar share exchange and registering up to 5,855,940 new shares. It also sets a special shareholder meeting to vote on the share issuance, plus a separate proposal to create Class A and Class B common stock and exchange the Series A Preferred into Class B; that proposal is not a condition of the merger. This advances the open S-4 and shareholder-approval steps; it is not yet effective.

business combination

The $400 million 9.250% senior notes due 2026 were completed on Aug 10, 2021, with proceeds held in escrow pending the Lonestar merger. Interest is paid semi-annually starting Feb 15, 2022, the notes mature Feb 15, 2026, and a change of control triggers a repurchase offer at 101%. The indenture also limits additional debt, dividends and asset sales. This completes the financing announced on July 27 and still depends on the merger closing by Nov 26, 2021.

debt financing

Penn Virginia priced a $400 million offering of 9.250% senior unsecured notes due 2026, sold at 99.018% of par, to help fund the pending Lonestar merger. The money sits in escrow until the merger closes (needed by Nov 26, 2021); if it does not, the notes are redeemed at 100% of principal plus accrued interest. If released, proceeds are meant to repay Lonestar's long-term debt and, with cash on hand, repay Penn Virginia's second lien term loan in full.

material agreement

This filing gives the terms of the Lonestar deal: each Lonestar share converts into 0.51 Penn Virginia shares, leaving existing Penn Virginia holders with about 87% and Lonestar holders about 13% of the combined company. It needs approval from both sets of shareholders, antitrust clearance and an effective registration statement, and either side can walk away if it has not closed by Nov 26, 2021. Termination fees are $6 million payable by Penn Virginia and $3 million payable by Lonestar in certain cases. Shareholders will own a somewhat smaller slice of a larger company if it closes.

business combination

On July 12, 2021 Penn Virginia and Lonestar Resources US Inc. announced a merger agreement signed July 10, 2021, under which Penn Virginia would acquire Lonestar. The filing itself is a press-release notice with legal boilerplate; the terms appear in the companion filing the next day. This is a new thread that continues the company's Eagle Ford consolidation as described in the press release headline.

business combination

The Juniper deal announced in November 2020 closed on Jan 15, 2021. JSTX paid $150 million for 17,142,857 units and Rocky Creek contributed Texas oil and gas assets (consideration of $41,836,649.91 after adjustments) for 5,405,252 units; the company reorganized into an 'up-C' structure, and the board grew from four to nine members with Juniper naming five. Lenders amended the first-lien facility (borrowing base reaffirmed at $375 million, availability capped at $350 million, new 2.50x first lien leverage test) and the second-lien loan. Existing shareholders now share the company with Juniper, whose units become exchangeable for common stock after 180 days; this resolves the November 2020 agreement.

business combination

On Nov 2, 2020 Penn Virginia agreed with Juniper Capital affiliates to a deal in which Juniper's JSTX Holdings would put $150 million into a new partnership (PV Energy Holdings, L.P.) holding the company's operating subsidiary, for 17,142,857 units. A second Juniper affiliate, Rocky Creek Resources, would sell Lavaca and Fayette County, Texas oil and gas assets for 4,959,000 units valued at $7.74 each ($38,382,660). Both need shareholder approval and lender consents, can be terminated if not closed by May 2, 2021, and carry termination fees of $7.5 million and $1.92 million. This is a new thread that would give Juniper a large stake in the company, with units later exchangeable into common stock.

debt financing

On April 30, 2020 Penn Virginia agreed to Amendment No. 7 to its credit agreement, cutting the borrowing base from $500 million to $400 million and then $375 million effective July 1, 2020, and capping availability at $350 million from October 1, 2020 until the Fall 2021 redetermination. Margins rise by 100 basis points, the maximum leverage ratio drops from 4.00 to 3.50 times, cash above $25 million must be used weekly to repay loans, and dividends and buybacks are further limited until the Spring 2021 redetermination. This reverses the May 2019 loosening of the facility; the filing also references an operational update press release but its contents are not given.

debt financing

On May 7, 2019 Penn Virginia amended its Wells Fargo credit agreement (Amendment No. 6): lender commitments rose from $500 million to $1.0 billion, the borrowing base from $450 million to $500 million, margins were lowered, and the maturity was extended to May 7, 2024 (or June 30, 2022 if the second lien term loans are not extended or repaid by then). The interest coverage test was removed and a maximum leverage ratio of 4.00 to 1.00 was set. This continues the credit facility first set in Sept 2016, now much larger than the $200 million borrowing base of 2017.

debt financing

Penn Virginia and Denbury mutually agreed on March 21, 2019 to terminate their October 2018 merger agreement, so the April 17, 2019 shareholder meeting will not take place and neither side pays the other anything. Penn Virginia says it will continue as a standalone company with a two-rig development plan it expects to fund from cash flow; this ends the Denbury deal thread, and shareholders keep their Penn Virginia shares.

business combination

Penn Virginia filed the definitive joint proxy statement for the Denbury merger, setting special shareholder meetings for both companies on April 17, 2019 (record date Feb 19, 2019). Penn Virginia's board unanimously recommends voting for the merger, which needs more than two-thirds of its outstanding shares; abstentions and non-votes count as votes against. This continues the October 2018 merger agreement.

business combination

Penn Virginia agreed on Oct 28, 2018 to be acquired by Denbury Resources. Each Penn Virginia share would convert into 18.3454 Denbury shares, or $25.86 cash plus 12.4000 Denbury shares, or $79.80 cash, with proration so the total is about 191.667 million Denbury shares and $400 million cash (implied value about $1.234 billion based on Denbury's Oct 26, 2018 closing price). Closing needs approval from more than two-thirds of Penn Virginia shares and a Denbury shareholder vote, among other conditions; holders of about 15% of Penn Virginia shares signed voting support agreements, and either side can terminate if the deal is not completed by April 30, 2019.

business combination

The Hunt acquisition closed on March 1, 2018, with the company paying about $84 million for roughly 9,700 net acres in Gonzales and Lavaca Counties, Texas. Alongside it, the revolver borrowing base was raised from $237.5 million to $340.0 million. This completes the Hunt deal announced in January and delivers the borrowing base increase the company had said it was seeking.

asset acquisition disposition

On December 30, 2017 the company's subsidiary agreed to buy Hunt Oil's Eagle Ford assets (about 9,700 net acres, mainly Gonzales and Lavaca Counties, Texas) for about $86.0 million in cash, expected to close around March 1, 2018. The press release says it would be funded from the credit facility and that the company was in talks with lenders to raise the $237.5 million borrowing base. This is a second bolt-on purchase following the Devon deal. The release also describes John A. Brooks as President and CEO, whereas he was Interim Principal Executive Officer in the July 2017 release.

material agreement

The Devon acquisition closed on September 29, 2017: the company paid about $197 million at closing, with about $4 million of working-capital adjustments applied and up to about $3 million of escrow possibly released to Devon after title defects are cured. It was funded by a new $200 million second lien term loan from Jefferies Finance (due September 29, 2022, interest at LIBOR plus 7.00% or a reference rate plus 6.00%, no financial covenants), and the revolver borrowing base was raised to $237.5 million from $200 million. This resolves the pending Devon deal and adds a second lien layer behind the Wells Fargo revolver, with an intercreditor agreement governing the two lender groups.

asset acquisition disposition

On July 30, 2017 the company's subsidiary agreed to buy Devon Energy's Eagle Ford assets (about 19,600 net acres, mainly Lavaca County, Texas) for about $205.0 million in cash, expected to close in September 2017. It put $10.25 million into escrow as earnest money and signed a commitment letter with Jefferies Finance for $150.0 million of new second-lien debt (reducible to $125.0 million), with the rest to come from the existing revolver. This is a new growth thread that adds debt, following the June 2017 borrowing base increase to $200 million.

debt financing

Nasdaq certified BAYTEX ENERGY USA, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

The bankruptcy court confirmed the company's reorganization plan on August 11, 2016. Noteholders and certain other unsecured creditors get 100% of the new common stock (subject to dilution from the rights offering, a 6.0% commitment premium and a management plan of up to 5%), the DIP and revolver claims are paid in full, and current preferred and common stock will be canceled. Emergence awaits remaining conditions, with a new four-year exit revolver of up to $200M (initial borrowing base expected $128M) and a $50M rights offering backstopped by noteholders.

bankruptcy or receivership

During bankruptcy, the company's Eagle Ford oil subsidiary and Republic Midstream signed a revised gathering agreement effective August 1, 2016, replacing the September 2015 agreement. The minimum volume commitment falls from 15,000 to 8,000 barrels of oil per day, but its term is extended from 10 to 15 years, with a revised fee structure that is reduced for the first three years and then rises. This changes the Republic midstream arrangement described earlier.

material agreement

Penn Virginia and certain subsidiaries filed for Chapter 11 bankruptcy on May 12, 2016 in the Eastern District of Virginia, with a restructuring support agreement backed by holders of 87% ($1.03 billion) of about $1.20 billion in funded debt. The filing triggered default on the $300M 7.25% 2019 notes, the $775M 8.500% 2020 notes and about $112.6M under the credit agreement, though enforcement is stayed. The company says the plan would reduce long-term debt by over $1 billion, with $25M of DIP financing, up to $128M of exit financing and a $50M backstopped rights offering committed. It also warns that existing common stock will likely be extinguished with no consideration to equity holders if a plan is approved.

bankruptcy or receivership

BAYTEX ENERGY USA, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On January 12, 2016 the NYSE began proceedings to delist the company's stock because of abnormally low trading price levels, and suspended trading that day, escalating the September 2015 sub-$1.00 price notice. The company will not appeal, so delisting is expected. The stock started trading January 13 on the OTC Pink market under PVAH, with no assurance of continued quotes or adequate volume, and the company remains subject to SEC reporting.

listing compliance notice

On January 8, 2016 the company and its lenders signed a tenth amendment to the credit agreement. It lets the company convert or continue LIBOR loans without making a solvency representation, and raises the mortgage requirement from 80% to 100% (subject to exceptions) of its proved reserves. The higher mortgage requirement gives lenders security over more of the reserves, and that is a tightening of lender protection.

debt financing

On September 14, 2015 the NYSE notified the company that its 30-trading-day average share price was $0.98, below the $1.00 minimum. The company has six months to fix this (possibly longer if shareholder approval is needed), plans to tell the NYSE by September 28 that it intends to cure it, and says the shares keep trading meanwhile and its debt agreements are not affected.

listing compliance notice

On August 31, 2015 the company completed the sale of its East Texas and North Louisiana assets to Covey Park Energy LLC for $74.5 million in cash, resolving the July 2015 agreement. Pro forma for the sale at June 30, 2015, the press release says revolver borrowings would be $138 million (versus $212 million actual) and liquidity $259 million, with the total debt ratio at 3.6 times (versus 3.7 times).

asset acquisition disposition

On July 15, 2015 the company agreed to sell all its East Texas and North Louisiana oil and gas assets to Covey Park Energy LLC for $75.0 million in cash, with closing expected in August 2015 subject to customary conditions. The press release says the properties produced about 1,870 barrels of oil equivalent a day in the second quarter of 2015, mostly natural gas, with 13.7 million barrels of oil equivalent of year-end 2014 proved reserves. This continues the asset sales seen in 2014, and the Eagle Ford is named as the company's primary focus.

material agreement

On July 30, 2014 the company agreed with Republic Midstream, LLC for Republic to build, own and operate a crude oil gathering system in parts of Fayette, Gonzales and Lavaca Counties, Texas, with the company's oil in the area dedicated to it. The company committed to deliver or pay for at least 15,000 barrels a day for 10 years under a 25-year agreement, with gathering fees of $1.00 to $2.00 per barrel and the system expected operational by mid-2015. The press release says it sold these gathering and transportation rights for $150 million, part to repay the revolver and the rest to fund Eagle Ford capital spending. The CEO says 2014 asset sales now total $319 million, including the pending Mississippi sale and the January gas gathering sale to AMID.

material agreement

The company closed a private sale on June 16, 2014 of 3,250,000 depositary shares (including a fully exercised 500,000 over-allotment) in new 6.00% Convertible Perpetual Preferred Stock, Series B, each worth $100 of liquidation preference, for net proceeds of about $312.5 million. The preferred is convertible at an initial $18.34 per share, which would be about 17.7 million common shares if all converted, so it could dilute common holders. Proceeds are meant to pay down the revolver in the near term and fund an accelerated Eagle Ford program, including an added rig in July 2014 and more lease acquisitions. The company also signed a Sixth Amendment to its credit agreement raising the permitted annual shareholder dividends to $30 million and allowing up to $20 million of inducement payments to Series A preferred holders, and agreed conversion deals under which Series A holders get 4,321,039 common shares plus about $3.8 million in cash.

capital raising announcement

On May 30, 2014 the company agreed to sell all of its Mississippi oil and gas assets to KKR Management Holdings L.P. for $72.7 million in cash, with closing expected in July 2014 subject to customary conditions including title and environmental reviews. The press release says the properties produced about 11.9 million cubic feet of gas equivalent per day in Q1 2014, almost all natural gas, and carried 85.3 Bcfe of proved reserves at year-end 2013. This disposes of one of the assets retained in earlier context.

material agreement

On April 24, 2013 the company issued the $775 million 8.500% senior notes due May 1, 2020, unsecured and guaranteed by subsidiaries, with interest from Nov 1, 2013. It also issued 10,000,000 common shares to Magnum Hunter in connection with the Eagle Ford Hunter acquisition closing, and agreed to register them for resale. Magnum Hunter can require the company to use part of the proceeds of future stock offerings to buy back some of those shares (up to 50% before and 25% after the registration statement is effective). A fifth supplemental indenture for the 2016 notes was signed in connection with the tender offer. The text provided is truncated, so the full closing terms and tender results are not shown.

asset acquisition disposition

On April 10, 2013 the company signed the purchase agreement with RBC Capital Markets, as representative of the initial purchasers, to sell $775 million of 8.500% senior notes due 2020, expected to close April 24, 2013. It also signed a Second Amendment to its credit agreement allowing hedging on the assets to be acquired and waiving, from the acquisition closing, the automatic borrowing base reduction for up to $350 million of the notes. This continues the financing of the Eagle Ford Hunter purchase.

material agreement

This filing attaches the Eagle Ford Hunter purchase agreement and its April 8, 2013 amendment, which adds a form of standstill agreement. It also attaches the parent guarantee and a press release saying the company priced an upsized $775 million of 8.50% senior notes due 2020, up from $400 million. About $400 million of the proceeds plus $40 million of equity go to the acquisition, about $330 million to a planned tender offer for the 10.375% notes due 2016, and the rest to repay revolver borrowings. The notes are redeemed at par if the acquisition does not close by June 30, 2013. The revolver borrowing base is stated to drop from $300 million to $188.8 million until closing, then be $276.3 million.

material agreement

Penn Virginia agreed on April 2, 2013 to buy Eagle Ford Hunter, Inc. from Magnum Hunter Resources for about $400 million, with up to $40 million payable in Penn Virginia shares and the rest in cash. A $10 million deposit is paid, closing is scheduled for May 2, 2013, and a $25 million termination fee applies in certain circumstances. The company plans to fund it with debt, equity and cash, and has a bridge commitment of up to $250 million from Royal Bank of Canada and WF Investment Holdings. Lenders under the Sept 2012 credit agreement amended it to permit the deal. The press release says the deal adds about 19,000 net Eagle Ford acres (about 54,000 net in total) and about 12.0 million barrels of oil equivalent of proved reserves. This continues the Eagle Ford focus, and the company also said it will keep its Lavaca County interests it had been considering selling.

capital raising announcement

On September 28, 2012 Penn Virginia replaced its August 2011 JPMorgan credit agreement with a new Wells Fargo-led five-year secured revolver: $300 million commitments, $300 million initial borrowing base (the release says $70 million higher than before), maturing September 28, 2017. The leverage cap stays at 4.5x through December 31, 2013, then eases to 4.25x through June 30, 2014 and 4.0x after. The release says $77 million was drawn, about $4 million cash was on hand after a $32 million tax refund, and cash plus availability is about $225 million.

debt financing

The $100.0 million sale of the Kentucky, Virginia and West Virginia assets to EnerVest closed on July 31, 2012. An amendment signed at closing excluded some assets subject to exercised preferential purchase rights or missing assignment consents; the filing does not say how that changes the price.

material agreement

On July 16, 2012 Penn Virginia agreed to sell all its Kentucky, Virginia and West Virginia oil and gas assets to EnerVest funds for $100.0 million cash, with closing expected before mid-August. The press release says the properties made about 20 MMcfe/day in June 2012 (almost all gas), carried 105.7 Bcfe of proved reserves at year-end 2011, and that proceeds help fund 2012 capex, reduce debt and fund Eagle Ford investment. It also says the Canonsburg office will close and that the Mid-Continent assets will be kept after bids were unacceptable, reversing the earlier plan to sell them.

material agreement

On August 31, 2011 Penn Virginia closed the sale of substantially all its Arkoma Basin assets and certain other Mid-Continent assets (Oklahoma and Texas counties) to Unit Petroleum for $30.5 million cash, subject to adjustment for a July 1, 2011 effective date. This completes the sale announced in the August 2011 agreement; the company says proceeds will help fund its 2011 capital plan and general purposes, and per the earlier terms the credit facility borrowing base now falls $20 million. Pro forma figures in the filing show cash rising about $28.7 million and property falling about $30.3 million.

asset acquisition disposition

On August 2, 2011 Penn Virginia replaced its November 2009 credit agreement with a new five-year secured revolver (JPMorgan as agent): $300 million of commitments, an initial $400 million borrowing base, and an option to add up to $300 million. The leverage limit is 4.5x debt to EBITDAX, dropping to 4.0x from periods ending on or after September 30, 2013. The press release says nothing was drawn at June 30, 2011 and the borrowing base falls by $20 million when the Mid-Continent sale closes.

debt financing

On July 28, 2011 Penn Virginia agreed to sell substantially all its Arkoma Basin assets and some other Mid-Continent assets to Unit Petroleum for $30.5 million in cash, with closing expected around August 31, 2011. The company says the assets produce about 7.8 MMcfe/day (about 97% gas) and plans to use proceeds for its 2011 capital spending and general purposes, citing a shift of spending toward oil and liquids such as the Eagle Ford. The filing also records director pay changes (committee meeting fees eliminated, directors may elect shares or deferred units from 2012) and a code of ethics edit removing references to the PVG/PVR businesses divested in June 2010.

material agreement

On April 13, 2011 Penn Virginia issued the $300 million of 7.25% senior notes due 2019, unsecured, with interest paid each April 15 and October 15 starting October 15, 2011. The tender offer for the 2012 convertibles expired April 12 with about $225.1 million (about 98%) accepted for roughly $233.0 million plus about $4.2 million accrued interest, leaving about $4.9 million of convertibles outstanding. This completes the refinancing started in March.

debt financing

Penn Virginia priced an upsized $300 million offering of 7.25% senior notes due 2019 on April 5, 2011 (up from the $250 million planned), with estimated net proceeds of about $293.0 million. Part of the money is to fund the tender offer for the 2012 convertible notes, with the remainder for working capital; closing was expected April 13. The convertible tender offer was also extended to April 12, 2011, with about $225 million (about 98%) tendered as of April 5; the company said the lender consent condition was satisfied and it waived the financing condition. This continues the refinancing thread.

material agreement

On April 4, 2011, about 98% of holders of the 10.375% Senior Notes due 2016 consented to loosen a covenant so the company can buy back the 2012 convertible notes, and the amendment was signed that day. The convertible tender offer was extended to April 11, 2011, with the noteholder consent condition now satisfied; about $225 million (about 98%) of the convertibles had been tendered as of April 4. The filing also lists net acres of 1,046.1 thousand at March 31, 2011, including 14.9 thousand in Eagle Ford, 56.1 thousand in Marcellus and 128.5 thousand in the Mid-Continent. This moves the refinancing thread forward but it is not yet complete.

debt financing

On April 5, 2011 Penn Virginia amended its November 2009 credit agreement with JPMorgan as agent so it can issue up to $300 million of additional unsecured notes and use the proceeds to retire the 2012 convertible notes in its tender offer. The lenders also postponed a 30% borrowing base cut on $230 million of the new notes until the tender offer completes. The company also announced plans for a $250 million offering of senior notes due 2019, part of which would fund the tender offer, with the rest for working capital. This continues the convertible refinancing started in March.

debt financing

On March 8, 2011 Penn Virginia launched a cash offer to buy back any and all of its $230 million of 4.50% Convertible Senior Subordinated Notes due 2012 at $1,027.50 per $1,000, plus accrued interest, with J.P. Morgan as dealer manager (fee $5 per $1,000 purchased). The stated purpose is to refinance the notes with new debt; the offer expires April 4, 2011 and depends on conditions including new debt financing and consent from revolver lenders and 10.375% 2016 noteholders.

material agreement

Penn Virginia Corporation (the parent, which had been selling down its stake in Penn Virginia GP Holdings, 'PVG') completed the final part of its PVG exit on June 7, 2010. Subsidiaries sold 8,827,429 PVG units (22.6% limited partner interest) for about $139 million net, and handed over the general partner interest, giving up control. This matches the 8,827,429-share sale at $15.76 reported in the June 8 ownership filing. The company says it will book a gain and stop consolidating PVG; pro forma figures show total assets falling from about $3.08 billion to $2.05 billion and PVR LP's $618 million of debt coming off the books.

asset acquisition disposition