Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registered on a Form F-4 (f-4mef)
May 19 2023 - 5:42PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 19, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Baytex Energy Corp.
(Exact name of registrant as specified in its charter)
Alberta |
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1381 |
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Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(IRS Employer
Identification Number) |
2800, 520 — 3rd
Avenue S.W.
Calgary, Alberta
T2P 0R3
(587) 952-3000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Baytex Energy USA, Inc.
5444 Westheimer Rd., Ste 1000
Houston, Texas 77056
(346) 202-2078
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
James R. Maclean
Baytex Energy Corp.
2800, 520 — 3rd Avenue S.W.
Calgary, Alberta, Canada, T2P 0R3
(587) 952-3000 |
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Michael S. Telle
Lande Spottswood
Vinson & Elkins LLP
845 Texas Avenue, Ste. 4700
Houston, Texas 77002
(713) 758-2222 |
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Katherine J. Ryan
Ranger Oil Corporation
16285 Park Ten Place, Ste. 500
Houston, Texas 77084
(713) 722-6500 |
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Julian J. Seiguer, P.C.
Anne G. Peetz
Sean Wheeler, P.C.
Debbie Yee, P.C.
Kirkland & Ellis LLP
609 Main Street, Ste. 47000
Houston, Texas 77002
(713) 836-3600 |
Approximate date of commencement of proposed
sale of the securities to the public: As soon as practicable after the effectiveness of this registration
statement and upon completion of the transaction described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-271191
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
If applicable, place an X in the box to designate the appropriate
rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender
Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third Party
Tender Offer) ¨
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ¨
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act ¨
The Registration Statement shall become effective
upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to its Registration
Statement on Form F-4 (Registration No. 333-271191), as amended, (the “Prior Registration Statement”), declared effective
on May 18, 2023, Baytex Energy Corp., a company incorporated under the laws of Alberta (the “registrant”), registered an aggregate
of 311,213,987 of its common shares, without nominal or par value (“Baytex common shares”),
and paid an aggregate registration fee of $126,846.31. This Registration Statement is being filed with the Securities and Exchange Commission
pursuant to General Instruction H of Form F-4 and Rule 462(b) of the Securities
Act of 1933, as amended, for the sole purpose of registering an additional 749,000 Baytex common
shares estimated to be issuable upon the completion of the merger described in the Prior Registration Statement. The additional
securities that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate
offering price set forth in the Calculation of Filing Fee Tables set forth in Exhibit 107 as filed with the Prior Registration Statement.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement incorporates by reference the contents
of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed
to be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are listed
on the Exhibit Index included with this Registration Statement.
EXHIBIT INDEX
* Previously filed with the
registrant’s Registration Statement on Form F-4 (Registration No. 333-271191), as amended, which was initially filed with the Securities
and Exchange Commission on April 7, 2023.
SIGNATURES
Pursuant to the requirements of the Securities Act,
the registrant has duly caused this Registration Statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized,
in Calgary, Alberta, Canada, on May 19, 2023.
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BAYTEX ENERGY CORP. |
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By: |
/s/ Chad L. Kalmakoff |
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Name: |
Chad L. Kalmakoff |
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Title: |
Chief Financial Officer |
Signature |
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Title |
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Date |
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*
Eric T. Greager |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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May 19, 2023 |
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*
Chad Kalmakoff |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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May 19, 2023 |
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*
Mark R. Bly |
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Director |
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May 19, 2023 |
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*
Trudy M. Curran |
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Director |
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May 19, 2023 |
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*
Don G. Hrap |
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Director |
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May 19, 2023 |
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*
Angela S. Lekatsas |
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Director |
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May 19, 2023 |
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*
Jennifer A. Maki |
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Director |
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May 19, 2023 |
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*
David L. Pearce |
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Director |
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May 19, 2023 |
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*
Steve D.L. Reynish |
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Director |
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May 19, 2023 |
*By: |
/s/ Chad L. Kalmakoff |
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Name: |
Chad L. Kalmakoff |
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Title: |
Attorney-in-fact |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the requirements of Section 6(a)
of the Securities Act, as amended, the registrant has caused this Registration Statement on Form F-4 to be signed on its behalf by the
undersigned, solely in his capacity as the duly authorized representative in the United States of Baytex Energy Corp., a company incorporated
under the Business Corporations Act (Alberta), in the State of Delaware, on May 19, 2023.
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Authorized U.S. Representative |
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BAYTEX ENERGY USA, INC. |
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By: |
/s/ Gregory Zimmerman
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Name: |
Gregory Zimmerman |
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Title: |
President |
Baytex Energy (PK) (USOTC:BTEGF)
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