Baytex Announces Pricing of Upsized US$800 Million Private Placement Offering of Senior Notes

Baytex Announces Pricing of Upsized US$800 Million Private Placement Offering 
of Senior Notes 
FOR: Baytex Energy Corp. 
MAY 29, 2014 
Baytex Announces Pricing of Upsized US$800 Million Private Placement Offering
of Senior Notes 
CALGARY, ALBERTA--(Marketwired - May 29, 2014) - Baytex Energy Corp.
("Baytex") (TSX:BTE) (NYSE:BTE) announced today the pricing of its
previously announced offering 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") in an aggregate principal amount of US$800 million
(upsized from US$780 million). The 2021 Notes will be issued at par in an
aggregate principal amount of US$400 million, bear interest at a rate of 5.125%
per annum and mature on June 1, 2021. The 2024 Notes will be issued at par in
an aggregate principal amount of US$400 million, bear interest at a rate of
5.625% per annum and mature on June 1, 2024. Each series of Notes will pay
interest semi-annually in arrears. The offering is subject to customary closing
conditions and is expected to close on June 6, 2014. 
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 the 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. The
remaining net proceeds will initially be used to reduce Baytex's
outstanding indebtedness under its revolving credit facilities which will
subsequently be re-drawn 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. Closing of
the Arrangement is expected to occur on June 11, 2014 (in Perth). 
If the escrow conditions are not satisfied on or prior to June 16, 2014, Baytex
delivers a notification that such conditions will not be satisfied or the
Scheme 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 terms
of the Notes, including escrow arrangements; the timing of completion of the
offering; the timing of the implementation of new unsecured credit facilities
and the terms of such facilities; the use of proceeds of the offering; and the
timing of completion of the Arrangement. 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 satisfaction or waiver of the other
conditions to the Arrangement and 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 achieved 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
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. 
All amounts are in Canadian dollars unless otherwise noted. 
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/29/2014 20:18 GMT
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