Item 1.02 Termination of a Material Definitive Agreement.
Credit Facility
In connection with the closing of the Merger, on the Closing Date, the Company
terminated all outstanding commitments under that certain Credit Agreement,
dated as of
Redemption of 9.250% Senior Note due 2026
In connection with the closing of the Merger, on the Closing Date, all of the outstanding 9.250% Senior Notes due 2026 were redeemed at a redemption price equal to 106.938% of the principal amount thereof plus accrued and unpaid interest to the Redemption Date.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As discussed in the Introductory Note to this Current Report on Form 8-K, on
The issuance of Baytex Common Shares in connection with the Merger was
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to Baytex's registration statement on Form F-4, as amended
(File No. 333-271191), which was declared effective by the
The foregoing description, the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to the completion of the Merger, shares of Ranger Class A Common Stock
were listed and traded on the
In addition, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each eligible share of Ranger Class A Common Stock was
converted into the right to receive 7.49 Baytex Common Shares and
In addition, in connection with the Merger and pursuant to the Merger Agreement,
as of the Effective Time, each outstanding award issued pursuant to Ranger's
2019 Management Incentive Plan or any inducement award agreement (collectively,
the "Ranger Equity Plan") of (i) restricted stock units subject to time-based
vesting (each, a "Ranger TRSU Award"), other than those Ranger TRSU Awards held
by the Company's non-employee directors ("Director TRSU Awards") and
(ii) restricted stock units subject to performance-based vesting (each, a
"Ranger PBRSU Award"), in each case, that was outstanding immediately prior to
the Effective Time, was converted into time-vested awards with respect to Baytex
Common Shares ("Converted Baytex TRSU Awards") at the Closing, with the number
of Baytex Common Shares subject to the Converted Baytex TRSU Awards equal to the
number of shares of Ranger Common Stock subject to a Ranger TRSU Award or Ranger
PBRSU Award (at maximum level of performance), as applicable, multiplied by the
sum of (i) the Cash Consideration divided by the volume weighted average price
of Baytex Common Shares on the
Any dividend equivalents that were accrued with respect to the Company TRSU Awards or Company PBRSU Awards will become payable ratably if and when such underlying Converted Baytex TRSU Award vests. Each Converted Baytex TRSU Award remains subject to the same time-vesting schedule as the corresponding Company TRSU Award or Company PBRSU Award immediately prior to the Effective Time; provided, however, that upon an involuntary termination of the holder's employment or service by Baytex, the Company or any of their subsidiaries without "Cause" (as defined in the Company Equity Plan) or, solely with respect to a Converted Baytex TRSU Award that was converted from a Company TRSU Award or a Company PBRSU Award that had such a provision in the award agreement pursuant to which such Company TRSU Award or Company PBRSU Award (as applicable) was granted, a resignation by the holder for "Good Reason" (as defined in the applicable award agreement), in each case, that occurs on or within twelve months following the Effective Time, such awards will immediately vest in full as of such termination date.
Further, each Director TRSU Award vested in full at the Effective Time and was cancelled and converted into the right to receive, without interest, the Merger Consideration with respect to each share of Ranger Common Stock subject to such Director TRSU Award plus the amount of any dividend equivalents payable with respect to such Director TRSU Award that remained unpaid as of the Effective Time.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, at the Effective Time, the Company became an indirect wholly owned subsidiary of Baytex.
The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement, as of the Effective Time,
Also effective as of the Effective Time, each officer of the Company ceased his
or her respective service as an officer of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Prior to the Company Special Meeting, the Company delivered the Joint Proxy
Statement to its shareholders describing the Company Special Meeting, the
Company Proposals, the Merger and related information. The Joint Proxy Statement
was filed with the
At the Company Special Meeting, the Ranger Merger Proposal was approved by the affirmative vote of a majority of votes cast by Company shareholders entitled to vote thereon and present or represented by proxy at the Company Special Meeting. Further, the non-binding Ranger Compensation Advisory Proposal and the Ranger Adjournment Proposal each were approved by the number of votes cast "FOR" such proposal exceeding the votes cast "AGAINST" such proposal.
As disclosed in the Joint Proxy Statement, as of the close of business on
Proposal No. 1: Ranger Merger Proposal
A proposal (the "Ranger Merger Proposal") to approve the terms of the Agreement
and Plan of Merger, dated as of
For Against Abstain 37,239,254 18,861 24,530
Proposal No. 2: Ranger Compensation Advisory Proposal
A proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Ranger's named executive officers that is based on or otherwise relates to the company merger (the "Ranger Compensation Advisory Proposal"):
For Against Abstain 35,607,256 1,184,996 490,393
Proposal No. 3: Ranger Adjournment Proposal
A proposal to adjourn the Company Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Ranger special meeting (the "Ranger Adjournment Proposal"):
For Against Abstain 35,116,950 1,659,797 505,898 Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits
23.1 Agreement and Plan of Merger, dated as ofFebruary 27, 2023 , by and between Baytex Energy Corp. andRanger Oil Corporation (incorporated by reference to Exhibit 2.1 to Ranger's Current Report on Form 8-K, filedFebruary 28, 2023 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source