Mr. Brian Ector reports
BAYTEX ANNOUNCES EXPECTED CLOSING DATE FOR U.S. EAGLE FORD SALE AND EARLY RESULTS OF CASH TENDER OFFER FOR 2032 SENIOR NOTES
Baytex Energy Corp. expects to close the previously announced sale of its U.S. Eagle Ford assets on Dec. 19, 2025.
Baytex also announced the early results of the previously announced tender offer to purchase for cash, upon the terms and conditions set forth in the offer to purchase dated Dec. 1, 2025 (as it may be amended or supplemented from time to time, the offer to purchase), any and all of its $575-million (U.S.) of outstanding 7.375-per-cent senior notes due 2032. All terms and conditions of the tender offer remain unchanged and are described in the offer to purchase.
According to information provided by Global Bondholder Services Corp., the principal of amount of 2032 notes validly tendered and not validly withdrawn as of 5 p.m., New York time, on Dec. 12, 2025, is set forth in the attached table.
Assuming the asset sale condition (as defined herein) is satisfied, Baytex expects to accept for payment all 2032 notes validly tendered and not validly withdrawn on Dec. 22, 2025. The total consideration for the 2032 notes is $1,040 (U.S.) for each $1,000 (U.S.) principal amount of the 2032 notes. The total consideration includes an early tender payment of $40 (U.S.) for each $1,000 (U.S.) principal amount of the 2032 notes. The tender offer consideration (as defined in the offer to purchase) is equal to the total consideration minus the early tender payment.
All payments for the 2032 notes purchased in connection with the early tender date will also include accrued and unpaid interest on the principal amount of 2032 notes tendered and accepted for purchase from the last interest payment date up to, but not including, the early settlement date. In accordance with the terms of the tender offer, the withdrawal deadline was 5 p.m. New York time on Dec. 12, 2025. As a result, tendered 2032 notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
All 2032 notes that have been validly tendered and not validly withdrawn at or before the early tender date will be purchased, retired and cancelled by Baytex on the early settlement date.
The tender offer will remain open until 5 p.m. New York time on Dec. 30, 2025, unless extended or earlier terminated as described in the offer to purchase. Each registered holder of the 2032 notes who validly tenders its 2032 notes after the early tender date will not be eligible to receive the early tender payment, but will only be eligible to receive the tender offer consideration on the final settlement date. The final settlement date is expected to be the first business day after the expiration date, which means that the final settlement date is expected to be Dec. 31, 2025, but that may change without notice.
The obligation of the company to accept for purchase, and to pay for, 2032 notes validly tendered pursuant to the tender offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the offer to purchase, in the sole and absolute discretion of the company, including the consummation of the transactions contemplated by the Eagle Ford asset sale, which is expected to close on Dec. 19, 2025, subject to customary closing conditions. Subject to applicable law, the company may waive any and all of these conditions or extend, terminate or withdraw the tender offer. No assurance can be given that the Eagle Ford asset sale will be completed on the terms currently envisioned or at all. If such conditions shall not have been satisfied (or waived by the company), no payments will be made to tendering holders on the early settlement date or final settlement date, as applicable.
Baytex has retained RBC Capital Markets LLC to serve as dealer manager for the tender offer. Baytex has retained Global Bondholder Services Corp. to act as the information and tender agent in respect of the tender offer.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.