Cona Resources Ltd. entered into a definitive arrangement to acquire Pengrowth Energy Corporation (TSX:PGF) for CAD 28.4 million on October 31, 2019. Cona Resources Ltd. will acquire all shares of Pengrowth Energy Corporation for a cash consideration of CAD 0.05 each and a potential Contingent Value Payment. Cona Resources Ltd. has also agreed to repay the outstanding principal amount and accrued interest to the date of the arrangement agreement owing under Pengrowth Energy Corporation’s credit facility and secured notes. The aggregate value of the transaction, including the repayment of the secured debt and the assumption of the transaction costs by Cona Resources Ltd., is approximately CAD 740 million. Secured Debtholders will receive a cash payment of approximately CAD 698.77 million. The transaction provides for a mutual non-completion fee of CAD 45 million payable in the event that the transaction is not completed or is terminated by either party in certain circumstances, including if Pengrowth Energy Corporation enters into an agreement with respect to a superior proposal or if the Pengrowth Energy Corporation Board withdraws or modifies its recommendation with respect to the proposed transaction. Post-completion, Pengrowth Energy Corporation will be wholly owned by Cona Resources and cease to be listed on the TSX. The transaction is subject to approval from majority of secured debt holders and 66% of Pengrowth Energy Corporation’s shareholders at special meetings expected to be held on or about December 18, 2019. The transaction is also subject to receipt of court approval and certain regulatory approvals, including Competition Act (Canada) approval. All of the Directors and executive officers of Pengrowth Energy Corporation have entered into support agreements and agreed to vote in favor of the transaction, subject to the provisions of such support agreements and holders of not more than 5% of the issued and outstanding Shares shall have exercised such Dissent Rights. Pengrowth Energy Corporation’s Board has unanimously determined that the transaction is in the best interests of stakeholders and has resolved to recommend that Pengrowth Energy Corporation shareholders and secured debt holders vote in favor of the transaction. As of November 14, 2019, support agreements were entered pursuant to which 92% of the secured debt holders holding 93% of the secured indebtedness of Pengrowth Energy Corporation agreed to support and vote in favor of the transaction at the special meeting of secured debt holders to be held on December 18, 2019, concurrently with the special meeting of Pengrowth Energy Corporation’s shareholders. The secured debt holders also agreed to extend the maturity dates under Pengrowth Energy Corporation’s credit facility and its secured notes maturing November 18, 2019 until the completion of the transaction or the termination of the support agreements. As of November 15, 2019, Pengrowth Energy Corporation obtained an interim order from the Court of Queen’s Bench of Alberta in connection with its previously announced business combination with Cona Resources Ltd. As of December 2, 2019, Glass, Lewis & Co., LLC recommending that Pengrowth shareholders vote in favour of the proposed arrangement. As of December 18, 2019, Pengrowth Energy Coporation shareholders have approved the transaction under the special meeting held by the shareholders. At the special meeting of the Pengrowth shareholders, the Arrangement was approved by 87.25% of the votes cast by shareholders at the special meeting. At the special meeting of the Pengrowth secured debtholders, 39 debtholders voted in favour of the Arrangement in person and by proxy holding an aggregate of CAD 562.817 million principal amount of secured debt, representing 95.12% and 93.55% of its total number of secured debtholders and aggregate secured indebtedness, respectively. After the shareholders and debt holders approval of the acquisition, the decision is received litigation matter. The transaction is expected to close in late December 2019. Subject to receipt of a final order from the Court of Queen’s Bench in respect of the arrangement, the arrangement is expected to close on or about January 7, 2020, at which time Pengrowth’s shares will cease to trade on the Toronto Stock Exchange and the OTC and Pengrowth will be a wholly owned subsidiary of the Cona Resources. As of December 19, 2019, the transaction received has obtained a final order of the Court of Queen’s Bench of Alberta. Tudor, Pickering, Holt & Co. and Perella Weinberg Partners LP acted as financial advisors for Pengrowth Energy Corporation. Tudor, Pickering, Holt & Co. also acted as fairness opinion provider for Pengrowth Energy Corporation. Noralee Bradley & Olga Kary of Blake, Cassels & Graydon LLP acted as legal advisors to Cona Resources and Waterhouse Energy Fund. James Pasieka of McCarthy Tétrault LLP acted as legal advisor to Pengrowth Energy. CIBC World Markets acted as financial advisor to Cona. AltaCorp Capital Inc. acted as strategic advisor to Cona. BMO Capital Markets and Scotiabank served as financial advisor to WEF in connection with its equity investment in Cona. Stikeman Elliot LLP acted as legal advisor to Waterous Energy Fund associate parent of Cona.