Exploration & Production | Deals - Acquisition, Mergers, Divestitures

Twin Butte Closes Equity Financing to Acquire Black Shire

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Twin Butte Energy Ltd. has announced that it has completed its previously announced bought deal financing.

Twin Butte, through a syndicate of underwriters led by Peters & Co. Limited and including National Bank Financial Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Cormark Securities Inc., GMP Securities L.P., Raymond James Ltd., Scotia Capital Inc., RBC Dominion Securities Inc., TD Securities Inc. and Paradigm Capital Inc., issued a total of 35,898,000 subscription receipts at a price of $1.95 per Subscription Receipt for gross proceeds of approximately $70 million. 

Each Subscription Receipt represents the right to acquire, without payment of additional consideration or further action, one common share of Twin Butte upon closing of the previously announced acquisition of all the issued and outstanding class "A" common shares of Black Shire Energy Inc. pursuant to a plan of arrangement. The Acquisition is expected to be completed on or about November 5, 2013 and is subject to certain closing conditions, including the receipt of all required regulatory approvals.

The gross proceeds from the sale of the Subscription Receipts have been placed in escrow pending closing of the Acquisition. If all outstanding conditions to the completion of the Acquisition (other than payment of the purchase price) are met on or before 5:00 p.m. (Calgary time) on November 5, 2013, subject to extension to December 18, 2013 by Peters & Co. in its sole discretion (acting reasonably), the escrowed funds (less the balance of the Underwriters' commission and the interest earned thereon) and the interest earned thereon will be released to Twin Butte to fund, in part, the cash consideration for the Acquisition. In addition, holders of Subscription Receipts become entitled to receive an amount per Subscription Receipt equal to the amount per Common Share of any cash dividends for which record dates have occurred during the period from and including the date hereof to the date immediately preceding the date the underlying Common Shares are issued pursuant to the Subscription Receipts. If holders of Subscription Receipts become entitled to receive Common Shares, the escrow agent and Twin Butte will pay this dividend equivalent payment, if any, to holders on the later of the date the Common Shares are issued pursuant to the Subscription Receipts and the date such dividend is paid to holders of Common Shares.

If the Acquisition is not completed on or before November 5, 2013, subject to extension to December 18, 2013 by Peters & Co. in its sole discretion (acting reasonably), if the agreement governing the Acquisition is terminated in accordance with its terms at any earlier time, or if Twin Butte has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, holders of Subscription Receipts shall receive the full subscription price attributable to the Subscription Receipts together with any interest that was earned thereon during the term of escrow.

It is anticipated that the Subscription Receipts will be listed and posted for trading on the Toronto Stock Exchange under the symbol TBE.R at the open of markets today.

This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.