|
|
|
|
||
Latest Release From Spartan DeltaRETURN ENERGY INC. (TO BE RENAMED SPARTAN DELTA CORP.) ANNOUNCES STRATEGIC ASSET ACQUISITION IN WEST-CENTRAL ALBERTA, $100 MILLION CREDIT FACILITY AND $20 MILLION EQUITY FINANCING NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. Calgary, Alberta – April 23, 2020 – Return Energy Inc. d.b.a. Spartan Delta Corp. (“Spartan” or the “Company”) (RTN: TSXV) is pleased to announce that it has entered into an asset purchase agreement (the “APA”) with Bellatrix Exploration Ltd. (“Bellatrix”) to acquire substantially all of Bellatrix’s assets (the “Assets”) for cash consideration of $87.4 million plus the assumption of certain liabilities estimated to be approximately $14.8 million, for a total purchase price of $102.2 million (the “Acquisition”). The Assets, located in west-central Alberta, include high-quality, multi-zone, oil and gas operated production alongside a large land base and strategic infrastructure footprint. The Acquisition advances Spartan’s strategy to acquire and develop underexploited and undercapitalized assets that provide material upside and sustainable free cash flow under current commodities prices. The Acquisition will be funded through cash on hand and a committed senior-secured revolving reservesbased lending facility with a syndicate of lenders in the amount of $100.0 million (the “Credit Facility”). Spartan will also complete a confirmed and committed concurrent equity financing for aggregate gross proceeds of $20.0 million (the “Private Placement”). The details of the Credit Facility and the Private Placement are provided below. Contemporaneous with the closing of the Acquisition, Spartan will complete: (a) a change of the Company’s name to “Spartan Delta Corp.” (the “Name Change”); and (b) a consolidation of the common shares in the capital of the Company (the “Common Shares”) on the basis of one post-consolidation Common Share for every 100 pre-consolidation Common Shares (the “Consolidation”). The Acquisition The Acquisition is transformational for Spartan and will create a strong intermediate exploration and development company, focused on opportunities to grow through a targeted consolidation strategy. Pro forma the Acquisition, Spartan will produce over 25,000 boe/d (30% oil and NGLs). The Assets are characterized by a low base decline of approximately 19% with a deep location inventory that can support over 10 years of economic drilling on current strip pricing from multiple horizons with various product mixes across an extensive land base. The Assets represent stacked rights in the heart of the Alberta Deep Basin at Ferrier and Willesden Green, providing meaningful exposure to the Spirit River, Cardium and other Cretaceous target formations. The Assets also include strategic working interest ownership in three gas plants, including one operated deep cut facility, with excess capacity to allow for immediate production optimization. The Assets are being acquired for cash consideration of $87.4 million and the assumption of $14.8 million of estimated liabilities. On October 2, 2019, Bellatrix commenced restructuring proceedings under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). As a result, the Acquisition is subject to the granting of an “Approval and Vesting Order” by the Court of Queen’s Bench of Alberta (the “CCAA Court”), providing that the Assets will be acquired free and clear of any security interests and any other encumbrances (subject to certain limited permitted encumbrances). Closing of the Acquisition, which is expected to occur on or about May 29, 2020 (the “Closing Date”), is also subject to certain closing conditions that are customary for a transaction of this nature. As the Acquisition constitutes a “Fundamental Acquisition” under Policy 5.3 of the TSX Venture Exchange (the “TSXV”), it is also subject to TSXV approval. The effective date of the Acquisition will be the Closing Date. [continued - see link] https://www.spartandeltacorp.com/s/Spartan-Press-Release-April-23-2020-002.pdf fm |
return to message board, top of board |
Msg # | Subject | Author | Recs | Date Posted |
14174 | Re: Latest Release From Spartan Delta | jbasel314 | 1 | 4/27/2020 9:37:14 PM |