Baytex Announces Proposed US$780 Million Private Placement Offering of Senior Notes

Baytex Announces Proposed US$780 Million Private Placement Offering of Senior 
FOR: Baytex Energy Corp. 
MAY 23, 2014 
Baytex Announces Proposed US$780 Million Private Placement Offering of Senior
CALGARY, ALBERTA--(Marketwired - May 23, 2014) - Baytex Energy Corp.
("Baytex") (TSX:BTE) (NYSE:BTE) announced today that it intends to
offer US$780 million aggregate principal amount of senior notes due 2021 (the
"2021 Notes") and 2024 (the "2024 Notes" and, together with
the 2021 Notes, the "Notes") in a private placement offering (the
"offering"), subject to market and other conditions. Each series of
Notes will pay interest semi-annually in arrears. The final terms of each
series of Notes will be determined at the time of pricing of the Notes.  
Concurrently with the closing of the offering, the gross proceeds of the
offering (plus an amount related to interest that would accrue on the Notes
through a specified date) will be deposited into an escrow account until the
date on which certain escrow conditions are satisfied, including closing of the
acquisition of all of the outstanding ordinary shares of Aurora Oil & Gas
Limited (the "Arrangement"). Prior to or concurrently with the escrow
release, the existing credit facilities of Baytex will be replaced with a $1.0
billion revolving unsecured credit facility with a four-year term, a $200
million unsecured two-year term loan facility and a US$200 million revolving
unsecured credit facility with a four-year term for a U.S. subsidiary of Aurora
Oil & Gas Limited.  
Baytex intends to use a substantial portion of the net proceeds from the
offering of the Notes to purchase the notes tendered and accepted for purchase
in its previously announced cash tender offers (collectively, the "Tender
Offers") and consent solicitations for the 9.875% Senior Notes due 2017
and the 7.50% Senior Notes due 2020 of Aurora USA Oil & Gas, Inc. Remaining
net proceeds will be used for general corporate purposes. The purpose of the
offering, in conjunction with the Tender Offers, is to simplify Baytex's
debt capital structure following the completion of the Arrangement. Subject to
receipt of certain approvals, the Arrangement is expected to close in the first
half of June, 2014. 
If the escrow conditions are not satisfied on or prior to June 30, 2014, Baytex
delivers a notification that such conditions will not be satisfied or the
implementation deed governing the Arrangement is terminated, Baytex will be
required to redeem each series of Notes in full at a price equal to 100% of the
applicable initial issue price of such Notes, plus accrued and unpaid interest
from the date of issuance of such Notes up to, but excluding, the payment date
of such mandatory redemption. 
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any Notes, nor shall there be any sale of Notes in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification of the Notes under the securities laws of
any such jurisdiction. The Notes will be issued in reliance on the exemption
from the registration requirements provided by Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act") and, outside of the
United States, only to non-U.S. investors pursuant to Regulation S under the
Securities Act. None of the Notes have been registered under the Securities Act
or any state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws. 
Advisory Regarding Forward-Looking Statements  
Certain statements in this press release are "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and "forward-looking information"
within the meaning of applicable Canadian securities legislation (collectively
"forward-looking statements"). Specifically, this press release
contains forward-looking statements relating to but not limited to: the timing
and completion of the Arrangement; the terms and timing of the offering
including escrow arrangements; the use of proceeds of the offering; and the
timing of the implementation of new unsecured credit facilities and the terms
of such facilities. The forward-looking statements contained in this press
release speak only as of its date and are expressly qualified by this
cautionary statement. 
These forward-looking statements are based on certain key assumptions
regarding, among other things, the receipt of regulatory, shareholder and other
approvals for the Arrangement; the satisfaction or waiver of the other
conditions to the Tender Offers; and completion of the offering. Readers are
cautioned that such assumptions, although considered reasonable by Baytex at
the time of preparation, may prove to be incorrect.  
Actual results will vary from the information provided herein as a result of
numerous known and unknown risks and uncertainties and other factors. Such
factors include, but are not limited to: the Arrangement may not be completed
on the terms contemplated or at all; closing of the Arrangement could be
delayed or not completed if we are not able to obtain the necessary stock
exchange, shareholder and regulatory approvals or any other approvals required
for completion or, unless waived, some other condition to closing is not
satisfied; the Tender Offers and consent solicitations may not be completed on
the terms contemplated or at all; the offering may not be completed on the
terms contemplated or at all; and other factors, many of which are beyond the
control of Baytex. Additional risk factors are discussed in our Annual
Information Form, Annual Report on Form 40-F and Management's Discussion
and Analysis for the year ended December 31, 2013, as filed with Canadian
securities regulatory authorities and the U.S. Securities and Exchange
There is no representation by Baytex that actual results achieved will be the
same in whole or in part as those referenced in such forward-looking statements
and Baytex does not undertake any obligation to update publicly or to revise
any of the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required by
applicable securities laws. 
Baytex Energy Corp.  
Baytex is a dividend-paying oil and gas corporation based in Calgary, Alberta.
The company is engaged in the acquisition, development and production of crude
oil and natural gas in the Western Canadian Sedimentary Basin and in the
Williston Basin in the United States. Approximately 89% of Baytex's
production is weighted toward crude oil. Baytex pays a monthly dividend on its
common shares which are traded on the Toronto Stock Exchange and the New York
Stock Exchange under the symbol BTE. The subscription receipts issued by Baytex
to fund a portion of the purchase price for Aurora trade on the Toronto Stock
Exchange under the symbol BTE.R.  
Baytex Energy Corp.
Brian Ector
Senior Vice President, Capital Markets and Public Affairs
Toll Free Number: 1-800-524-5521 
INDUSTRY:  Energy and Utilities - Oil and Gas  
-0- May/23/2014 11:00 GMT
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