/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE
CALGARY, Nov. 25, 2013 /CNW/ - Twin Butte Energy Ltd. (TSX: TBE) ("Twin Butte") announced today that it has entered into an agreement to sell, on a
bought deal basis to a syndicate of underwriters co-led by National
Bank Financial Inc. and Peters & Co. Limited, $85 million aggregate
principal amount of 6.25% convertible unsecured subordinated
debentures, due December 31, 2018 (the "Debentures") at a price of $1,000 per Debenture.
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 will 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 will be 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 will
not be 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 offering is expected to close on or about December 13, 2013, and is
subject to the receipt of all necessary regulatory and other third
party approvals, including approval of the Toronto Stock Exchange. The
Debentures will be offered in each of the provinces of Canada other
than Québec by way of a short-form prospectus and in the United States
on a private placement basis pursuant to exemptions from the
registration requirements under Rule 144A of the United States
Securities Act of 1933.
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 and the anticipated
closing date of the offering.
With respect to forward-looking statements contained in this news
release, Twin Butte has made assumptions regarding, among other things:
the timing of closing and regulatory and third party approvals for the
offering; and the satisfaction of the conditions to closing the
offering, including, if required, the consent of Twin Butte's lenders
under its credit facility and the Toronto Stock Exchange.
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:
that the offering may not close when planned (or at all) or on the
terms and conditions set forth herein; the failure of Twin Butte to
obtain all necessary regulatory and third party approvals (including
the Toronto Stock Exchange) for the offering; the failure of Twin Butte
to secure, if required, the consent of its lenders under its credit
facility to proceed with the offering; 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