Baytex Energy Corp. (TSX: BTE) (NYSE: BTE) ('Baytex') announced today the pricing and upsizing to US$800 million aggregate principal amount of its previously announced private offering (the 'offering') of senior unsecured notes due 2030 (the 'Notes') and as a result is providing an update on the debt financing commitments related to the previously announced merger (the 'Merger') with Ranger Oil Corporation ('Ranger'), which is expected to close in the second quarter of 2023, subject to the satisfaction of customary closing conditions.
The Financing Transactions
As previously announced, in connection with the Merger, Baytex entered into debt commitment letters with Canadian Imperial Bank of Commerce ('CIBC'), Royal Bank of Canada ('RBC') and The Bank of Nova Scotia to provide for aggregate debt commitments of US$1.75 billion, the proceeds of which will be used, in part, to fund a portion of the costs and expenses of the Merger. Pursuant to the debt commitment letters, CIBC, RBC and BNS have committed to provide a new US$1.0 billion revolving credit facility (the 'Bank Facility') (an increase from the committed amount of US$850 in the aggregate as of April 1, 2022) and a US$250 million term credit facility (the 'Term Loan' and, together with the Bank Facility, the 'Credit Facilities'), and CIBC and RBC have committed to provide a 364-day bridge loan facility in an aggregate principal amount of US$500 million (the 'Bridge Loan'). At the closing of the Merger, we intend to increase the revolving capacity of the Bank Facility to US$1.1 billion (an increase from the committed amount of US$1.0 billion), with the current maturity date of April 1, 2026 remaining unchanged, and amend the facility to provide for the Term Loan, which Term Loan will mature two years from the closing date of the Merger. Assuming completion of the offering, Baytex does not anticipate incurring any borrowings under the Bridge Loan in connection with the Merger.
Pro Forma Consolidated Capitalization
The following table sets forth our consolidated capitalization as of December 31, 2022, on a historical basis and as adjusted to give effect to (i) the Merger; (ii) the financing transaction related to our Credit Facilities described above and (iii) the offering, and assumes the estimated net proceeds therefrom, together with borrowings under the Bank Facility and the Term Loan, will be used to fund the cash portion of the consideration for the Merger, to repay certain outstanding indebtedness of Ranger and Baytex, and to pay fees and expenses in connection with the Merger.
Forward-Looking Statements
In the interest of providing Baytex's shareholders and potential investors with information regarding Baytex, including management's assessment of Baytex's future plans and operations, certain statements in this press release are 'forwardlooking statements' within the meaning of the United States Private Securities Litigation Reform Act of 1995 and 'forwardlooking information' within the meaning of applicable Canadian securities legislation (collectively, 'forward-looking statements'). In some cases, forward-looking statements can be identified by terminology such as 'anticipate', 'believe', 'continue', 'could', 'estimate', 'expect', 'forecast', 'intend', 'may', 'objective', 'ongoing', 'outlook', 'potential', 'project', 'plan', 'should', 'target', 'would', 'will' or similar words suggesting future outcomes, events or performance. The forwardlooking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement. Forward-looking statements in this press release include, but are not limited to, statements relating to: (i) the Merger and its expected timing and closing; (ii) the terms of the offering and the anticipated use of the net proceeds of the offering; (iii) the anticipated size, composition and terms of the Credit Facilities and (iv) our pro forma capitalization upon completion of the Merger and the offering. Although Baytex believes the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Baytex can give no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: the ability to obtain shareholder, and regulatory approvals of the Merger; the ability to complete the Merger on the anticipated terms and timetable; the completion of the offering on the terms anticipated or at all; the use of proceeds from the offering may change from that disclosed herein; the risk that the Notes, if issued, may be subject to the special mandatory redemption; risk that our pro forma adjusted capitalization is different from that disclosed herein; changes in business and market conditions and the risk factors discussed in our Registration Statement on Form F-4, initially filed with the U.S. Securities and Exchange Commission (the 'SEC') on April 7, 2023 (Registration No. 333-271191) and our management information circular and proxy statement dated April 3, 2023 for our annual and special meeting of shareholders (the 'Information Circular') filed on SEDAR at www.sedar.com. There may be additional risks that Baytex presently does not know, or that Baytex currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions belowprove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. These forward-looking statements are based on certain key assumptions regarding, among other things, the ability of Baytex and Ranger to satisfy all conditions to closing of the Merger; the completion of the Merger on the timing anticipated; the completion of the offering and the use of proceeds therefrom; the anticipated terms of the Credit Facilities, including the amount to be drawn thereon and the use of proceeds from borrowings thereunder and our pro forma capitalization upon completion of the Merger. Readers are cautioned that such assumptions, although considered reasonable by Baytex at the time of preparation, may prove to be incorrect. The above summary of assumptions and risks related to forward-looking statements has been provided in order to provide shareholders and potential investors with a more complete perspective on Baytex's current and future operations and such information may not be appropriate for other purposes. There is no representation by Baytex that actual results achieved will be the same in whole or in part as those referenced in such forward-looking statements and Baytex 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. This press release contains information that may be considered a financial outlook under applicable securities laws about the Company's pro forma capitalization upon completion of the Merger, which are subject to numerous assumptions, risk factors, limitations and qualifications, including those set forth herein. The actual capitalization of the Company will vary from the amounts set forth in this press release and such variations may be material. This information has been provided for illustration only and with respect to future periods are based on budgets and forecasts that are speculative and are subject to a variety of contingencies and may not be appropriate for other purposes. Accordingly, these estimates are not to be relied upon as indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such financial outlook. The financial outlook contained in this press release was made as of the date of this press release and was provided for the purpose of providing further information about the Company's potential future capitalization upon completion of the Merger. Readers are cautioned that the financial outlook contained in this press release is not conclusive and is subject to change.
BAYTEX ENERGY CORP. 
