Whitecap Resources Inc. Announces Acquisition of Strategic Long Life, Low Decline Light Oil Assets, $500 Million Financing,

Whitecap Resources Inc. Announces Acquisition of Strategic Long Life, Low 
Decline Light Oil Assets, $500 Million Financing, Increased Dividend by 10% and 
Increased 2014 Guidance 
FOR: Whitecap Resources Inc. 
MARCH 17, 2014 
Whitecap Resources Inc. Announces Acquisition of Strategic Long Life, Low
Decline Light Oil Assets, $500 Million Financing, Increased Dividend by 10% and
Increased 2014 Guidance 
CALGARY, ALBERTA--(Marketwired - March 17, 2014) -  
Whitecap Resources Inc. ("Whitecap" or the "Company")
(TSX:WCP) is pleased to announce that it has entered into an agreement to
purchase certain strategic light oil assets focused primarily in
Whitecap's Pembina Cardium / West Central core area, as well as at
Boundary Lake in northeast BC, which is located just northwest of its core
Valhalla area. Total net consideration is $692.7 million after giving effect to
the disposition of certain Nisku natural gas production and related facilities
located in the Pembina area to Keyera Corp. and deducting estimated purchase
price adjustments of $49.4 million at closing (the "Acquisition").
The Acquisition is highly accretive to Whitecap and adds a concentrated land
and operating base with 6,500 boe/d (83% oil and NGLs) of high netback
production with a low base decline rate of 16% and significant low risk oil
reserves upside. The Acquisition includes material facilities infrastructure
and the assets being acquired will be operated by Whitecap providing for low
cost future development and a near-term reduction in overall operating costs. 
The Acquisition will be funded with a concurrent $500 million bought deal
equity financing (the "Financing") and debt. Whitecap's credit
facilities are anticipated to increase to $1 billion on closing of the
Acquisition of which approximately 30% will be undrawn. 
Since converting to a dividend-growth strategy in January 2013, our objective
has been to maximize total shareholder return through a combination of
sustainable dividends and per share growth in cash flow, production and
reserves. The Acquisition greatly enhances our sustainable dividend-growth
model and is accretive on all key measures both in 2014 and 2015. In 2014,
based on the May 1 closing date, we anticipate investing 71% of the cash flow
generated from the acquired assets to grow production by 20% leaving $20.5
million of free cash flow. In 2015, we anticipate investing 56% of the cash
flow from the acquired assets to grow production by 16%, leaving significant
additional free cash flow of $74.0 million. The significant free cash flow will
allow Whitecap to prudently increase its monthly dividend by 10% to $0.0625 per
share ($0.75 per share annualized) from $0.0567 per share ($0.68 per share
Pro forma the Acquisition, Whitecap will have production of approximately
33,500 boe/d (72% oil and NGLs), a total payout ratio of 96% reducing to 84% in
2015, and a strong balance sheet with a debt to run-rate cash flow ratio of
1.2x decreasing to 0.9x in 2015. Whitecap continues to position itself as a
long-term sustainable dividend-growth entity focused on organic growth and
accretive acquisitions within its primary core areas. The acquired assets have
significant original oil in place ("OOIP") with low recovery factors
and limited development in recent years. With the current oil price environment
and advances in technology, Whitecap has identified considerable upside
potential in the assets. Further details are provided below: 
West Pembina Cardium Legacy Waterfloods - Stable base production with
significant growth potential 
The West Pembina legacy Cardium assets include 6 operated units with an average
working interest of 69% and current production of 1,400 boe/d (83% oil) from
the Cardium formation. Whitecap's initial growth focus will be on the
Pembina Cardium Unit #11 and Cynthia Cardium Unit #1. Initial development of
these pools, including secondary recovery (waterflood) occurred in the late
1950's with minimal development drilling occurring beyond the 1960's.
Both properties have been producing at a very predictable average annual
decline rate of less than 5% for the past 30 years, very low watercuts
(averaging less than 10%) and estimated operating netbacks of $45.00/boe. We
have identified 86 (47.1 net) horizontal drilling locations of which 76 are
planned as extended reach horizontal ("ERH") wells within these two
units to provide additional long-term stable growth. Development drilling using
modern technologies has, in conjunction with waterflood optimization and
expansion, the potential to increase oil recoveries to over 20% in the two
units from the current booked recovery factor of 14%. 
West Pembina Non-Unit Cardium Horizontal Developments - Exceptional economics 
In addition to the opportunities within the legacy units, there is significant
growth potential outside the units on high working interest lands. To date, the
previous owner has participated in 52 wells, of which 34 were operated, with
production from these wells currently over 2,900 boe/d (91% oil). Results have
been exceptional with estimated operating netbacks of $72.00/boe and type curve
economics generating payouts of approximately 1 year and rates of return of
greater than 200%. Initial declines associated with these wells are lower than
our current type curve profile which will have a positive impact on our
corporate decline rate. Whitecap has identified 42 (39.1 net) additional
locations on these lands at this time of which 16 are being planned as ERH
wells. In addition, Whitecap believes it will be able to implement cost saving
measures which have been successfully applied in its other development areas
that will further improve on the economics. 
Rocky Mountain House (Ferrier) - Synergies with existing assets 
The Rocky Mountain House region includes the Ferrier and Willesden Green area
and directly offsets lands in which we are currently active and will be
drilling 7 wells in 2014. Current acquired production is 1,050 boe/d (56% oil
and NGLs) primarily from the Cardium Belly River and Glauconitic reservoirs.
The infrastructure being acquired includes a gas plant and battery in Ferrier
and increases our flexibility to transport and process our production providing
us with opportunities to decrease costs and increase throughput. In addition to
the operational efficiency opportunities, Whitecap has identified 27 (20.5 net)
oil development locations in the Cardium for additional growth in the future. 
Boundary Lake, Northeast B.C. - Low decline with significant development upside 
The Boundary Lake assets include 3 operated units which are pipeline-connected
to the Peace oil pipeline system. The assets are 100% operated and have an
average working interest of 55% with current production of 1,150 boe/d (91%
light oil) and production capability of 2,200 boe/d from the Boundary Lake
(Triassic) formation (including behind pipe production due to third party
curtailments which will be brought on stream by the fourth quarter of 2014).
This property is currently under waterflood and has been producing at a very
low and predictable annual decline rate of less than 5% for the past 20 years
and has estimated operating netbacks of $45.00/boe. Initial development of
these pools occurred in the late 1950's and early 1960's with no
development occurring since 1998. Whitecap sees considerable upside in these
pools and has identified 114 vertical and horizontal drilling locations for
future sustainable growth. 
In addition to the development drilling, we have also identified several
waterflood optimization opportunities which, in combination with the vertical
and horizontal drilling, have the potential to increase the recovery factor to
over 45% from the current 38% recovered to date under waterflood. The
combination of large OOIP in a concentrated and operated land base presents a
very attractive, long-term development opportunity. 
In summary, the key benefits to Whitecap shareholders pro forma the
Acquisition, the Financing and with consideration of new 2014 and 2015 guidance
are as follows: 
--  2014 accretion on a fully diluted share basis of 7% on cash flow, 2% on 
current production, 9% on total proved plus probable reserves and 13% on 
net asset value. 
--  2015 accretion on a fully diluted share basis of 23% on cash flow and 4% 
on production. 
--  Increases our cash flow netback in 2014 by 7% to $42.70/boe and by 18% 
to $47.45/boe in 2015. 
--  Decreases our current corporate base decline of 29% to 27% in 2014 and 
further declining to 24% in 2015. 
--  Decreases our estimated 2015 total payout ratio to approximately 84% 
(from 96% currently) despite a 10% increase in our current annual 
--  Significantly increases free cash flow in 2015 (post-dividend increase) 
to $98.0 million or $0.40 per share. 
--  Increases our light oil development drilling inventory by 269 (169.6 
net) drilling locations of which 92 are ERH wells, and our total 
drilling locations to 2,372 (1,719.5 net) of which 191 are ERH wells. 
The Acquisition generates free cash flow and further strengthens the
sustainability of our dividend-growth strategy. We estimate the Acquisition
will positively impact Whitecap's 2014 and 2015 forecasts as follows: 
2014           2015
Average production (boe/d)                        3,700          7,800
Cash flow ($MM) (1) (2)                           $71.2         $168.2
Development capital ($MM)                         $50.7          $94.2
Free cash flow ($MM) (2)                          $20.5          $74.0
Note: Current acquired production is 6,500 boe/d. The impact on 2014 is   
  based on an estimated closing date of May 1, 2014 and therefore 2014      
  numbers do not represent full year 2014 average production, cash flow,    
  development capital spending and free cash flow.                           
The Acquisition has the following characteristics: 
Total net purchase price              $692.7 million                        
Current production                    6,500 boe/d (83% light oil and NGLs)  
2014 base decline                     16%                                   
2015 base decline                     15%                                   
Proved reserves (3)                   36,177 Mboe (82% light oil and NGLs)  
Proved NPV10 (4)                      $704.0 million                        
Proved plus probable reserves (3)     48,971 Mboe (81% light oil and NGLs)  
Proved plus probable NPV10 (4)        $926.0 million                        
Proved plus probable RLI              21 years                              
2014 operating netback (1) (2)        $52.75/boe                            
2015 operating netback (1) (2)        $59.07/boe                            
Acquisition metrics are as follows: 
Current production                    $106,600/boe/d                        
2015 production                       $88,800/boe/d                         
2015 cash flow multiple               4.1x                                  
Proved reserves                       $19.15/boe                            
Proved plus probable reserves         $14.15/boe                            
Recycle ratio                         3.7x                                  
Proved NPV10                          1.0x                                  
Proved plus probable NPV10            0.7x                                  
Whitecap also announces that it has entered into an unrelated purchase and sale
agreement to acquire a private oil and gas company with assets in north central
Alberta for a purchase price of $107 million, subject to adjustments. This
acquisition is expected to close on or before April 30, 2014. 
Whitecap takes a measured approach to its dividend policy with the objective of
providing shareholders with meaningful and consistent dividends in the
near-term with potential increases in the future. Pro forma the Acquisition,
Whitecap is forecasted to grow cash flow per share by 16% year over year
generating $18.2 million ($0.07/share) of free cash flow in 2014 and $98.0
million ($0.40/share) in 2015 after accounting for development capital spending
and the dividend payments. Based on our improved decline profile, per share
cash flow growth, significant free cash flow and financial strength,
Whitecap's Board of Directors has approved a 10% increase to our monthly
dividend from $0.0567 to $0.0625 per share ($0.75 per share annualized). Based
on the anticipated closing date of early May 2014, the dividend increase is
expected to start with our May 2014 dividend payable in June 2014. Whitecap
believes this is a conservative dividend increase that is sustainable
The Company's increased guidance for 2014, after giving effect to the
Acquisition, Financing and dividend increase is as follows: 
Whitecap          Post-               
2014 Guidance                  Pre-Acquisition    Acquisition     % Increase
Average production (boe/d)              27,900         31,600            13%
  Per share (fully diluted)                136            137             1%
  % oil and NGLs                           70%            73%             3%
Development capital ($MM)               $255.0         $306.7            20%
Cash flow netback ($/boe) (1)                                               
 (2)                                    $40.00         $42.70             7%
Cash flow ($MM) (1) (2)                 $407.3         $492.5            21%
  Per share (fully diluted)              $1.99          $2.13             7%
Net debt to cash flow (5)                 1.0x           1.2x            20%
Pro forma the Acquisition, Whitecap will have $18.2 million of free cash flow
in 2014 after spending development capital of $306.7 million and paying
dividends of $167.6 million, resulting in a total payout ratio of 96%. 
Whitecap anticipates drilling 23 (15.2 net) wells on the acquired assets in
2014 including 13 Cardium oil horizontal multi-frac wells at West Pembina of
which 4 - 6 are planned to be ERH wells, and 10 oil wells at Boundary Lake
including 6 - 7 unstimulated horizontal wells with the remainder being vertical
wells. All of these operations will be seamlessly included into our existing
drilling program utilizing our existing fleet of drilling rigs. 
Historical operating costs associated with the acquired assets are $17.80/boe.
We have forecasted that these will be reduced to $13.00/boe in 2015 through
cost efficiencies. 
The Company's preliminary guidance for 2015, after giving effect to the
Acquisition, Financing and dividend increase is as follows: 
2015 Estimate                                               Post-Acquisition
Average production (boe/d)                                            36,500
  Per share (fully diluted)                                              145
  % oil and NGLs                                                         75%
Development capital ($MM)                                             $348.3
Cash flow netback ($/boe) (1) (2)                                     $47.45
Cash flow ($MM) (1) (2)                                               $632.1
  Per share (fully diluted)                                            $2.51
Exit net debt to cash flow                                              0.9x
2015 Sustainability                                         Post-Acquisition
Cash flow ($MM) (1) (2)                                               $632.1
Development capital ($MM)                                             $348.3
Dividends ($MM)                                                       $185.8
Free cash flow ($MM) (2)                                               $98.0
Total payout ratio                                                       84%
Whitecap will continue to maintain and build on its significant free cash flow
surplus of $18.2 million in 2014 increasing to $98.0 million in 2015 (after
accounting for the dividend increase). We have the option to apply the surplus
cash flow towards (a) continued debt reduction and increasing our financial
strength, (b) additional dividend increases over time or (c) increasing our
cash flow and production per share growth through an increased capital program. 
Whitecap's post-acquisition cash flow netback and cash flow in 2014 and
2015 have been calculated on an after tax basis giving effect to the
Acquisition, Financing, dividend increase and the acquisition of the private
company referenced above, and Whitecap does not anticipate being taxable in
2014 and 2015. 
In connection with the Acquisition, Whitecap has entered into an agreement with
a syndicate of underwriters co-led by National Bank Financial Inc. and TD
Securities Inc. and including GMP Securities L.P., Dundee Securities Inc., 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. (collectively, the
"Underwriters"), pursuant to which the Underwriters have agreed to
purchase for resale to the public, on a bought deal basis, 44,643,000
subscription receipts ("Subscription Receipts") of Whitecap at a
price of $11.20 per Subscription Receipt for gross proceeds of approximately
$500 million. Members of the Whitecap Board of Directors, management team and
employees intend to participate in the Financing for approximately $3.1
million. The gross proceeds from the sale of Subscription Receipts will be held
in escrow pending the completion of the Acquisition. If all outstanding
conditions to the completion of the Acquisition (other than funding) are met
and all necessary approvals for the Financing and the Acquisition have been
obtained on or before June 30, 2014, the net proceeds from the sale of the
Subscription Receipts will be released from escrow to Whitecap and each
Subscription Receipt will be exchanged for one common share of Whitecap for no
additional consideration. If the Acquisition is not completed on or before June
30, 2014, then the purchase price for the Subscription Receipts will be
returned to subscribers, together with a pro rata portion of interest earned on
the escrowed funds. 
The Subscription Receipts will be distributed by way of a short form prospectus
in all provinces of Canada except Quebec and Prince Edward Island and in the
United States, the United Kingdom and certain other jurisdictions as the
Company and the Underwriters may agree on a private placement basis. Completion
of the Acquisition and the Financing is subject to certain conditions including
the receipt of all necessary regulatory approvals, including the approval of
the Toronto Stock Exchange. Closing of the Financing is expected to occur on
April 8, 2014 and the Acquisition is expected to close on or about May 1, 2014. 
This press release is not an offer of the securities for sale in the United
States. The securities have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
registration or an exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. 
National Bank Financial Inc. has acted as financial advisor to Whitecap and GMP
Securities L.P., and TD Securities Inc. have acted as strategic advisors to
Whitecap with respect to the Acquisition. 
Notes to the Tables above 
(1)   Based on a WTI price of US$95.00/bbl, C$4.00/GJ AECO and CAD/USD       
exchange rate of $0.90 for balance 2014 and calendar 2015.            
(2)   Cash flow, free cash flow and operating netback are non-GAAP measures. 
Refer to the Non-GAAP measures section of this press release.         
(3)   Based on McDaniel & Associates Consultants Ltd. ("McDaniel") reserves  
evaluation effective March 1, 2014.                                   
(4)   Before tax net present value based on a 10 percent discount rate and   
McDaniel's January 1, 2014 forecast prices. Estimated values of future 
net revenues do not represent the Fair Market Value of the reserves.  
(5)   Whitecap post-acquisition net debt to cash flow ratio based on a run-  
rate cash flow of $48 million per month.                               
Forward-Looking Statements and Other Advisories 
This press release contains forward-looking statements and forward-looking
information (collectively "forward-looking information") within the
meaning of applicable securities laws relating to the Company's plans and
other aspects of Whitecap's anticipated future operations, management
focus, objectives, strategies, financial, operating and production results and
business opportunities, including expected 2014 and 2015 production, product
mix, cash flow, operating netbacks, net debt to cash flow, income taxes, our
capital expenditure program, drilling and development plans and the timing
thereof and sources of funding. In addition, and without limiting the
generality of the foregoing, this press release contains forward-looking
information regarding the Acquisition, the Financing and the benefits to be
acquired therefrom including anticipated production, drilling and reserves
potential, recovery factors, waterflood potential, decline rates, drilling
inventory, recycle ratios, reserve life index, anticipated rates of return,
operating costs, operating netbacks, cash flow and other economics,, and the
impact of the Acquisition on Whitecap and its financial and operating results
and development plans, including, on its production, cash flow, net asset
value, drilling inventory, production weighting, operating and cash flow
netbacks, decline rates, recovery factors, reserves, development capital
spending, transportation and processing opportunities, outstanding debt levels,
dividend sustainability and policy, including anticipated dividend increases
and the amount and timing of such increases, total payout ratio, debt levels,
debt to cash flow ratio and free cash flow. This press release also contains
forward-looking information relating to the estimated purchase price of the
Acquisition, plans and expectations with respect to the disposition of certain
assets to Keyera Corp., the sources of funding of the Acquisition, the
anticipated increase in Whitecap's credit facilities in connection with
the Acquisition, the anticipated closing date for the Acquisition, the
Financing and the private oil and gas company acquisition referred to in this
press release. Forward-looking information typically uses words such as
"anticipate", "believe", "project",
"expect", "goal", "plan", "intend" or
similar words suggesting future outcomes, statements that actions, events or
conditions "may", "would", "could" or
"will" be taken or occur in the future.  
The forward-looking information is based on certain key expectations and
assumptions made by Whitecap's management, including expectations and
assumptions concerning prevailing commodity prices, exchange rates, interest
rates, applicable royalty rates and tax laws; future production rates and
estimates of operating costs; performance of existing and future wells; reserve
and resource volumes; anticipated timing and results of capital expenditures;
the success obtained in drilling new wells; the sufficiency of budgeted capital
expenditures in carrying out planned activities; the timing, location and
extent of future drilling operations; the state of the economy and the
exploration and production business; results of operations; performance;
business prospects and opportunities; the availability and cost of financing,
labor and services; the impact of increasing competition; ability to market oil
and natural gas successfully; Whitecap's ability to access capital, and
obtaining the necessary regulatory approvals, including the approval of the
Toronto Stock Exchange and satisfaction of the other conditions to closing the
Acquisition, the Financing and the other transactions referred to in this press
release and on the timeframes contemplated. 
Statements relating to "reserves" are also deemed to be forward
looking statements, as they involve the implied assessment, based on certain
estimates and assumptions, that the reserves described exist in the quantities
predicted or estimated and that the reserves can be profitably produced in the
future. Actual reserve values may be greater than or less than the estimates
provided herein. 
Although the Company believes that the expectations and assumptions on which
such forward-looking information is based are reasonable, undue reliance should
not be placed on the forward-looking information because Whitecap can give no
assurance that they will prove to be correct. Since forward-looking information
addresses future events and conditions, by its very nature they involve
inherent risks and uncertainties. The Acquisition and the Financing and the
other transactions referred to in this press release may not be completed on
the anticipated time frames or at all and the Company's actual results,
performance or achievement could differ materially from those expressed in, or
implied by, the forward-looking information and, accordingly, no assurance can
be given that any of the events anticipated by the forward-looking information
will transpire or occur, or if any of them do so, what benefits that the
Company will derive there from. Management has included the above summary of
assumptions and risks related to forward-looking information provided in this
press release in order to provide securityholders with a more complete
perspective on Whitecap's future operations and such information may not
be appropriate for other purposes. 
Readers are cautioned that the foregoing lists of factors are not exhaustive.
Additional information on these and other factors that could affect our
operations or financial results are included in reports on file with applicable
securities regulatory authorities and may be accessed through the SEDAR website
These forward-looking statements are made as of the date of this press release
and Whitecap disclaims any intent or obligation to update publicly any
forward-looking information, whether as a result of new information, future
events or results or otherwise, other than as required by applicable securities
Non-GAAP Measures 
This press release contains the terms "cash flow", "free cash
flow", "operating netbacks", "cash flow netbacks" and
"total payout ratio" which do not have a standardized meaning
prescribed by International Financial Reporting Standards ("IFRS" or,
alternatively, "GAAP") and therefore may not be comparable with the
calculation of similar measures by other companies. Whitecap uses cash flow,
free cash flow, operating netbacks, cash flow netbacks and total payout ratio
to analyze financial and operating performance. Whitecap feels these benchmarks
are key measures of profitability and overall sustainability for the Company.
Each of these terms is commonly used in the oil and gas industry. Cash flow,
free cash flow, operating netbacks, cash flow netbacks and total payout ratio
are not intended to represent operating profits nor should they be viewed as an
alternative to cash flow provided by operating activities, net earnings or
other measures of financial performance calculated in accordance with GAAP.
Cash flows are calculated as cash flows from operating activities adjusted for
changes in non-cash working capital, transaction costs and asset retirement
settlements. Free cash flows are calculated as cash flow minus development
capital expenditures and dividends paid or declared. Operating netbacks are
determined by deducting royalties, production expenses and transportation and
selling expenses from oil and gas revenue. Cash flow netbacks are determined by
deducting interest, general and administrative expenses and taxes from
operating netbacks. Total payout ratio is calculated as development capital
expenditures and dividends paid or declared divided by cash flow. 
Note: "Boe" means barrel of oil equivalent on the basis of 6 mcf of
natural gas to 1 bbl of oil. Boe's may be misleading, particularly if used
in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. Given the value ratio based
on the current price of crude oil as compared to natural gas is significantly
different from the energy equivalency of 6 Mcf: 1 Bbl, utilizing a conversion
ratio at 6 Mcf: 1 Bbl may be misleading as an indication of value.  
Whitecap Resources Inc.
Grant Fagerheim, President & CEO
Main Phone: (403) 266-0767
Whitecap Resources Inc.
Thanh Kang, VP Finance & CFO
Main Phone: (403) 266-0767
Whitecap Resources Inc.
500, 222 - 3 Avenue SW
Calgary, AB T2P 0B4
Main Phone: (403) 266-0767
Fax: (403) 266-6975 
INDUSTRY:  Energy and Utilities - Oil and Gas  
-0- Mar/17/2014 11:26 GMT
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