/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES/
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