Exploration & Production | Finance & Investing | Capital Markets

Whitecap Completes Financing of $500 MM

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Whitecap Resources Inc. has announced that it has completed its previously announced bought deal financing.

Whitecap, through a syndicate of underwriters co-led by National Bank Financial Inc. and TD Securities Inc. and including GMP Securities L.P., Dundee Securities Ltd, RBC Capital Markets, Scotia Capital Inc., CIBC World Markets, FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd., Peters & Co. Limited, Raymond James Ltd., and Cormark Securities Inc., issued a total of 44,643,000 subscription receipts at a price of $11.20 per Subscription Receipt for gross proceeds of approximately $500 million.

Each Subscription Receipt represents the right to acquire, without payment of additional consideration or further action, one common share of Whitecap upon closing of the previously announced acquisition of assets in the Pembina Cardium / west central area of Alberta and Boundary Lake area of British Columbia. The Acquisition is expected to be completed on or about May 1, 2014 and is subject to customary industry closing conditions.

The gross proceeds from the sale of the Subscription Receipts have been placed in escrow pending closing of the Acquisition. If the Acquisition closes on or before 5:00 p.m. (Calgary time) on June 30, 2014 or such later date within 15 days as National Bank Financial Inc. and TD Securities Inc, on behalf of the Underwriters may elect, the escrowed funds (less the balance of the Underwriters' commission) will be released to Whitecap. Whitecap will use such funds towards the purchase price 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 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 Whitecap 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 by June 30, 2014 and National Bank Financial and TD Securities Inc., on behalf of the Underwriters, have not elected to extend such date, if the agreement governing the Acquisition is terminated in accordance with its terms at any earlier time, or if Whitecap 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 WCP.N at the open of markets today.