Bellatrix Files Substantially Final Versions of New Note Indentures in Connection With Its Recapitalization Transaction
CALGARY, Alberta, May 31, 2019 (GLOBE NEWSWIRE) -- Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) (TSX: BXE) announced today that, in connection with its previously announced recapitalization transaction (the “Recapitalization Transaction”) to be implemented pursuant to Bellatrix’s court approved plan of arrangement under the Canada Business Corporations Act (the “Plan of Arrangement”), the Company has substantially finalized the following documents, each of which is to be finalized and executed on the implementation of the Recapitalization Transaction:
- the indenture (the “New Second Lien Notes Indenture”) to be entered into by Bellatrix, as issuer, and U.S. Bank National Association, as trustee and collateral agent, pursuant to which the Company’s Existing Second Lien Notes issued pursuant to the Existing Second Lien Note Purchase Agreement (each as defined below) and the new second lien notes issued pursuant to the Plan of Arrangement will be governed; and
- the indenture (the “New Third Lien Notes Indenture”) to be entered into by Bellatrix, as issuer, and U.S. Bank National Association, as trustee and collateral agent, pursuant to which the Company’s new third lien notes to be issued pursuant to the Plan of Arrangement (the “New Third Lien Notes”) will be governed.
As set out in the Company’s management information circular dated April 18, 2019 (the “Information Circular”), the terms of the New Second Lien Notes Indenture are substantially the same as the terms of the note purchase agreement dated July 25, 2018, as amended (the “Existing Second Lien Note Purchase Agreement”) governing the Company’s existing 8.5% second lien notes due 2023 (the “Existing Second Lien Notes”), subject to certain amendments and modifications that have been agreed to by the Company, the holders of the Existing Second Lien Notes (the “Existing Second Lien Noteholders”) and the holders of the Company’s 8.5% senior unsecured notes due 2020 (the “Senior Unsecured Notes”) that entered into the support agreement with the Company as of March 28, 2019 (the “Initial Consenting Noteholders”), including, among others, certain conforming changes related to the conversion of the Existing Second Lien Note Purchase Agreement into a note indenture and to address certain informational and monitoring rights by way of an Investor Side Letter (as defined in the New Second Lien Notes Indenture and attached as an exhibit thereto) with the Existing Second Lien Noteholders rather than forming part of the New Second Lien Notes Indenture.
The terms of the New Third Lien Notes Indenture are substantially similar to the terms of the indenture governing the Senior Unsecured Notes, with certain amendments and modifications that have been agreed to by Bellatrix and the Initial Consenting Noteholders, including, among others, the inclusion of a number of additional covenants also contained in the New Second Lien Notes Indenture, as well as modifications to reflect the maturity date of the New Third Lien Notes, the applicable interest rate and payment mechanics, the security to be granted in respect of the New Third Lien Notes and the ability to prepay the New Third Lien Notes from time to time (in full or in part, without any premium or penalty).
The foregoing descriptions of the New Second Lien Notes Indenture and New Third Lien Notes Indenture are qualified in their entirety by reference to the forms of the New Second Lien Notes Indenture and New Third Lien Notes Indenture, substantially final versions of which will be posted for review on the Company’s website at and under the Company’s profile on SEDAR at Securityholders are encouraged to refer to the full text of the New Second Lien Notes Indenture and New Third Lien Notes Indenture for the full set of terms and conditions of such documents. The final versions of these documents will also be posted following implementation of the Recapitalization Transaction under the Company’s profile on SEDAR at the address set forth above.
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).
It is expected that the Recapitalization Transaction will be completed on or about June 4, 2019, subject to the satisfaction or waiver of the conditions to the Plan of Arrangement. Additional information with respect to the Recapitalization Transaction is set out in the Company’s 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 .
About Bellatrix
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
Bellatrix Exploration Ltd.
1920, 800 – 5th Avenue SW
Calgary, Alberta, Canada T2P 3T6
Phone: (403) 266-8670
Fax: (403) 264-8163
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 the expected process for and timing of implementing the Recapitalization Transaction.
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 remaining necessary third party approvals in order to complete the Recapitalization Transaction; 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, 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 (), and at Bellatrix’s website (). 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.
