Bellatrix Announces Update on Debtholder Votes and Extension of the Early Consent Date in Connection with its Recapitalization Transaction
05/15/2019 | 09:56pm EDT
CALGARY, Alberta, May 15, 2019 (GLOBE NEWSWIRE) -- Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) (TSX: BXE) announced today that the Company’s previously announced recapitalization transaction (the “Recapitalization Transaction”) to be implemented pursuant to a corporate plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act (the “CBCA”) has to date received the requisite level of debtholder approvals provided for in the interim order of the Ontario Superior Court of Justice (Commercial List) dated April 16, 2019, with 100% of the votes in respect of the Company’s 8.5% senior unsecured notes due 2020 (the “Senior Unsecured Notes”) cast to date, representing approximately 99.5% of the Senior Unsecured Notes, and approximately 99.65% of the votes in respect of the Company’s 6.75% convertible debentures due 2021 (the “Convertible Debentures”) cast to date, representing approximately 84.2% of Convertible Debentures, having been cast in favour of the approval of the Plan of Arrangement.
In order to provide all remaining holders of the Senior Unsecured Notes with the opportunity to be entitled to receive a pro rata share of US$50 million of new second lien notes due September 2023 (“New Second Lien Notes”) as partial consideration for the exchange of their Senior Unsecured Notes, and all remaining holders of Convertible Debentures with the opportunity to be entitled to receive a pro rata share of new early consent common shares of Bellatrix representing approximately 5% of the common shares of Bellatrix outstanding immediately following the implementation of the Recapitalization Transaction (“Early Consent Common Shares”) as additional consideration for the exchange of their Convertible Debentures, all as described in further detail in the Company’s management information circular dated April 18, 2019 (the “Information Circular”), the Company is extending the early consent date in respect of the Plan of Arrangement (the “Early Consent Date”) from 5:00 p.m. (EDT) on May 15, 2019 to 5:00 p.m. (EDT) on May 21, 2019. Holders of Senior Unsecured Notes and Convertible Debentures that vote in favour of the Plan of Arrangement (including submitting all necessary voting and election instructions as described further in the Information Circular) by 5:00 p.m. (EDT) on the Early Consent Date will be entitled to receive New Second Lien Notes and Early Consent Common Shares, respectively, on the terms set forth in the Plan of Arrangement.
Individual brokers, custodians, investment dealers, banks, nominees or other intermediaries (each an “Intermediary”) may have earlier internal deadlines that require voting and election instructions to be submitted in advance of the Early Consent Date, and may have internal requirements for the submission of voting instructions. Securityholders are encouraged to contact their Intermediaries directly to confirm any such internal deadline and/or voting instruction requirements.
Further information regarding, among other things, voting and early consent matters, as well as the meetings scheduled for May 23, 2019 in respect of the Plan of Arrangement, is set out in the Information Circular. Any questions or requests for further information may be directed to Kingsdale Advisors, the Company’s proxy and information agent, at 1-866-229-8874 or 416-867-2272, or by email at firstname.lastname@example.org.
The securities to be issued pursuant to the Recapitalization Transaction have not been and will not be registered under the U.S. Securities Act of 1933 (the “1933 Act”), or the securities laws of any state of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the 1933 Act. The securities to be issued pursuant to the Recapitalization Transaction will be issued and distributed in reliance on the exemption from registration set forth in Section 3(a)(10) of the 1933 Act (and similar exemptions under applicable state securities laws).
Bellatrix Exploration Ltd. is a publicly traded Western Canadian based growth oriented oil and gas company engaged in the exploration for, and the acquisition, development and production of oil and natural gas reserves, with highly concentrated operations in west central Alberta, principally focused on profitable development of the Spirit River liquids rich natural gas play.
For further information, please contact:
Steve Toth, CFA, Vice President, Investor Relations & Corporate Development (403) 750-1270
FORWARD LOOKING STATEMENTS: Certain information contained in this press release may contain forward looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this document contains forward-looking statements concerning: key terms of the Recapitalization Transaction; the deadlines for submitting voting instructions and elections; and the scheduling of the meetings for debtholders and shareholders in respect of the Plan of Arrangement.
Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Company to implement the Recapitalization Transaction on the terms and on the timeline described in this press release and the other press releases issued in respect of the Recapitalization Transaction; the ability of the Company to receive all necessary regulatory, court, third party and stakeholder approvals in order to complete the Recapitalization Transaction; the matters to be considered and voted on at the debtholders’ and shareholders’ meetings; the ability of the Company to achieve its financial goals including with respect to the nature of any agreement with its debtholders; the ability of the Company to operate in the ordinary course during the CBCA proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; the ability of the Company to continue as a going concern; the ability of the Company to continue to realize its assets and discharge its liabilities and commitments; the ability of the Company to comply with its contractual obligations, including, without limitation, its obligations under debt arrangements; the general regulatory environment in which the Company operates; the tax treatment of the Company and the materiality of any legal and regulatory proceedings; the general economic, financial, market and political conditions impacting the industry and markets in which the Company operates; the ability of the Company to generate sufficient cash flow from operations; the impact of competition; the ability of the Company to obtain and retain qualified staff, equipment and services in a timely and efficient manner (particularly in light of the Company’s efforts to restructure its debt obligations); and the ability of the Company to retain members of the senior management team, including but not limited to, the officers of the Company.
Events or circumstances may cause actual results to differ materially from those predicted, as a result of the risk factors set out and other known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Bellatrix. In addition, forward looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect and which have been used to develop such statements and information in order to provide stakeholders with a more complete perspective on Bellatrix’s future operations. Such information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Company believes that the expectations reflected in such forward looking statements or information are reasonable, undue reliance should not be placed on forward looking statements because the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: the general stability of the economic and political environment in which Bellatrix operates; the timely receipt of any required regulatory approvals; future commodity prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Bellatrix operates; and the ability of Bellatrix to successfully market its oil and natural gas products. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Additional information on these and other factors that could affect Bellatrix’s operations and financial results are included in reports, including under the heading “Risk Factors” in the Company’s annual information form for the year ended December 31, 2018, on file with Canadian and United States securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), through the SEC website (www.sec.gov), and at Bellatrix’s website (www.bxe.com). Furthermore, the forward looking statements contained herein are made as at the date hereof and Bellatrix 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.