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.
