Twin Butte Energy Ltd. announces closing of $85 million bought deal convertible debenture offering
/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES/
CALGARY, Dec. 13, 2013 /CNW/ - Twin Butte Energy Ltd. (TSX: TBE) ("Twin Butte") is pleased to announce that it has closed its previously announced offering (the "Offering") of $85 million aggregate principal amount of 6.25% convertible unsecured subordinated debentures of Twin Butte, due December 31, 2018 (the "Debentures") at a price of $1,000 per Debenture. The Offering was completed through a syndicate of underwriters that was co-led by National Bank Financial Inc. and Peters & Co. Limited.
The net proceeds of the Offering will be used to reduce bank indebtedness providing Twin Butte with additional financial flexibility through the diversification of its indebtedness and interest rate certainty on a portion of its core debt.
The Debentures bear interest at a rate of 6.25% per annum, payable semi-annually in arrears on the last day of June and December in each year commencing on June 30, 2014, and will mature on December 31, 2018 (the "Maturity Date"). The Debentures are convertible at the holder's option into common shares of Twin Butte ("Common Shares") at any time prior to the earlier of the Maturity Date and the date fixed for redemption at a conversion price of $3.05 per Common Share (the "Conversion Price"), subject to adjustment in certain circumstances. The Debentures are not redeemable before December 31, 2016. On or after December 31, 2016 but prior to December 31, 2017, the Debentures will be redeemable at Twin Butte's option at par plus accrued and unpaid interest, provided that the weighted average trading price of the Common Shares on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given is not less than 125% of the Conversion Price. On or after December 31, 2017 but prior to the Maturity Date, the Debentures will be redeemable at Twin Butte's option at par plus accrued and unpaid interest. Twin Butte shall provide not more than 60 nor less than 30 days' prior notice of redemption.
The Debentures are listed for trading on the Toronto Stock Exchange under the symbol "TBE.DB".
About Twin Butte
Twin Butte is a value oriented, intermediate producer with a significant and growing scalable and repeatable drilling inventory focused on large original oil in-place conventional medium and heavy oil exploitation. With a stable low decline production base Twin Butte is well positioned to live within cash flow while providing shareholders with a sustainable dividend and moderate per share production growth potential over the long term.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.
Forward-Looking Statement Advisory
In the interest of providing Twin Butte's shareholders and potential investors with information regarding Twin Butte, including management's assessment of the future plans and operations of Twin Butte, certain statements contained in this news release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this news release contains, without limitation, forward-looking statements pertaining to the following: the use of proceeds of the Offering.
Although Twin Butte believes that the expectations reflected in the forward looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Twin Butte's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: volatility in market prices for oil and natural gas; the general economic conditions in Canada, the U.S. and globally; and the other factors described under "Risk Factors" in Twin Butte's most recently filed Annual Information Form available in Canada at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this news release speak only as of the date of this news release. Except as expressly required by applicable securities laws, Twin Butte does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
SOURCE Twin Butte Energy Ltd.For further information:
Twin Butte Energy Ltd.
President and Chief Executive Officer
Tel: (403) 215-2040
Fax: (403) 215-2055
R. Alan Steele
Vice President, Finance, Chief Financial Officer and Corporate Secretary
Tel: (403) 215-2692
Fax: (403) 215-2055