Baytex seeks tenders, consents for Aurora's 9 7/8% notes, 7½% notes

By Toni Weeks

San Luis Obispo, Calif., April 22 - Baytex Energy Corp. began a tender offer and consent solicitation for the outstanding $365 million of 9 7/8% senior notes due 2017 and the outstanding $300 million of 7½% senior notes due 2020 issued by Aurora USA Oil & Gas, Inc.

The company is also soliciting consents to adopt certain amendments to the indentures governing the notes.

According to a press release, the purpose of the offers is to simplify Baytex's debt capital structure following the completion of its acquisition of Aurora through wholly owned subsidiary Baytex Energy Australia Pty Ltd., which is expected to occur in June.

The total purchase price per $1,000 principal amount of notes will be $1,107.34 for the 9 7/8% notes and $1,138.97 for the 7½% notes. In each case, the total consideration includes an early tender payment of $30.00 for notes tendered by 5 p.m. ET on May 5, the early tender deadline. Holders who tender after that date but before the expiration date, 5 p.m. ET on June 10, will not receive the $30.00 early tender premium.

The company will also pay accrued interest up to the payment date.

Holders may not tender their notes without delivering consents or deliver consents without tendering their notes. Notes may be withdrawn and consents revoked prior to the early tender deadline.

The tender offers are subject to the satisfaction or waiver of some conditions, including the receipt of consents of a majority in outstanding principal amount of the applicable series of notes and the completion of financing. According to the release, Baytex plans to raise funds to complete the tender offers from one or more debt financing transactions, including potential debt securities offerings or an increase in available credit under existing or new credit facilities.

Each offer is a separate offer and not conditional on the other.

Barclays (800 438-3242 or 212 528-7581) is the dealer manager. D.F. King & Co. (800 769-4414 or 212 269-5550) is the tender agent and information agent.

Baytex is a Calgary, Alta.-based dividend-paying oil and gas corporation.

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