CALGARY, Alberta, April 23, 2020 (GLOBE NEWSWIRE) — Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) announces a sale transaction (the “Transaction”) pursuant to which Return Energy Inc. (to be renamed Spartan Delta Corp.), through its wholly-owned subsidiary, Winslow Resources Inc. (the “Purchaser”), will acquire substantially all of the assets of Bellatrix for cash consideration of $87.4 million plus the assumption of certain liabilities at closing. The Transaction remains subject to the approval of the Court of Queen’s Bench of Alberta (the “Court”) in the Company’s proceedings under the Companies’ Creditors Arrangement Act (the “CCAA”), among other approvals and applicable conditions.
Pursuant to the Transaction, the Purchaser will acquire substantially all of the Company’s assets relating to its oil and gas business, with the exception of the Company’s working capital and certain other excluded assets. The Purchaser will assume a number of liabilities of the Company relating to its joint ventures and other agreements, and environmental obligations relating to the purchased assets.
The Transaction is the result of the Company’s previously announced Court-approved sale and investment solicitation process (the “Strategic Process”) in its CCAA proceedings. Pursuant to the Strategic Process, the Company completed an extensive review of the potential transactions and alternatives that may be available to Bellatrix, with a view to maximizing value for the benefit of the Company and its stakeholders.
After careful consideration of the results of the Strategic Process, the terms and conditions of the Transaction and the current circumstances facing the Company and the Alberta oil and gas market as a whole, and following consultation with certain key stakeholders, Bellatrix, with the assistance of its financial and legal advisors, has determined that the Transaction represents the best available alternative in the circumstances.
The Company intends to seek Court approval of the Transaction in the near term. Subject to Court approval of the Transaction, applicable regulatory approvals and the satisfaction or waiver of the other conditions to the Transaction, the Company expects to implement the Transaction by the end of June 2020.
Materials publicly filed in the CCAA proceedings are made available on the website of PricewaterhouseCoopers Inc., the Court-appointed monitor in the CCAA proceedings, at http://www.pwc.com/ca/bellatrix.
Goodmans LLP is acting as legal counsel to Bellatrix in connection with the Strategic Process and the CCAA proceedings, and BMO Capital Markets is the Company’s financial advisor.
Bellatrix Exploration Ltd. is a Western Canadian based 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.
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”, “intend”, “explore”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance”, “subject to”, “conditional” and other variations and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: the Transaction; Court approval of the Transaction; and implementation of the Transaction and the timing thereof.
Forward-looking statements necessarily involve and are subject to assumptions and known and unknown risks, uncertainties and other factors (many of which are beyond the control of Bellatrix) which may cause actual events, results, performance or consequences to be materially different from those that are or maybe expressed or implied by forward-looking information and statements in this press release. These include, without limitation, the risks associated with the ability of the Company and/or the Purchaser to timely satisfy conditions and implement the Transaction based on the currently contemplated terms, including matters relating to the CCAA proceedings; the ability of the Company and/or the Purchaser to obtain all necessary approvals in order to complete the Transaction, including in connection with the CCAA proceedings; whether the Company will receive the consideration and other benefits expected to be received or realized from the Transaction; the ability of the Company to operate in the ordinary course during the CCAA proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; the ability of the Company to stabilize its business and financial condition; 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 impact of the COVID-19 pandemic; 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 (including in light of the Company’s restructuring efforts); and the ability of the Company to retain members of the senior management team, including but not limited to, the officers of the Company.
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: oil and natural gas prices and differentials between light, medium and heavy oil prices; corporate production rates and reserve volumes; the impact of competition; the general stability of the economic and political environment in which Bellatrix operates; the timely receipt of any required approvals, including regulatory approvals; the ability of the operator of the projects which Bellatrix has an interest in, to operate the field in a safe, efficient and effective manner; field production rates and decline rates; the timing and costs of pipeline, storage and facility construction and expansion and the ability of Bellatrix to secure adequate product transportation; 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.
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 and under the heading “Future Operations” and “Liquidity and Capital Resources” in the Company’s management’s discussion and analysis for the period ended November 13, 2019, each on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) and at Bellatrix’s website (www.bxe.com). Furthermore, the forward looking statements contained herein are made as at the date hereof and Bellatrix disclaims any intention or obligation to update publicly or to revise any of the included forward looking statements, or to update the reasons that actual events or results could or do differ from those that are or maybe expressed or implied by forward-looking information and statements in this press release, in each case whether as a result of new information, future events or results, the CCAA proceedings or otherwise, except as may be required by applicable securities laws.
For further information, please contact:
Bellatrix Exploration Ltd.
1920, 800 – 5th Avenue SW
Calgary, Alberta, Canada T2P 3T6
Phone: (403) 266-8670
Fax: (403) 264-8163