Baytex Announces Expected Closing Date for U.S. Eagle Ford Sale and Early Results of Cash Tender Offer for 2032 Senior Notes

Rhea-AI Summary

Baytex (TSX: BTE, NYSE: BTE) expects to close the previously announced sale of its U.S. Eagle Ford assets on December 19, 2025 and announced early results of a cash tender offer for its US$575 million 7.375% Senior Notes due 2032. As of the early tender deadline on December 12, 2025, holders validly tendered US$480,717,000 of the 2032 notes. Baytex expects to accept and pay for early tenders on the Early Settlement Date of December 22, 2025, subject to the Eagle Ford asset sale closing.

The Total Consideration is US$1,040 per US$1,000 principal (including an Early Tender Payment of US$40); late tenders will receive the Tender Offer Consideration but not the Early Tender Payment. The offer expires on December 30, 2025 with a Final Settlement Date expected the first business day after expiration.

Positive

• Tender participation of US$480.7M (~83.6% of US$575M)
• Total consideration of US$1,040 per US$1,000 (includes US$40 early payment)
• Expected Eagle Ford sale closing on Dec 19, 2025 enabling early settlement

Negative

• Early payment and acceptance are conditioned on Eagle Ford sale closing
• If Asset Sale Condition fails, no payments will be made on Early or Final Settlement Dates

Key Figures

2032 Notes outstanding US$575,000,000 Principal amount of 7.375% Senior Notes due 2032 before Tender Offer

Notes tendered early US$480,717,000 Principal amount validly tendered by Early Tender Date

Coupon rate 2032 Notes 7.375% Interest rate on Senior Notes due 2032

Total consideration US$1,040 per US$1,000 Total consideration per 2032 Note including early tender payment

Early tender payment US$40 per US$1,000 Incremental payment for Notes tendered by Early Tender Date

Eagle Ford sale value US$2.305 billion Cash consideration for U.S. Eagle Ford asset sale

Q3 2025 free cash flow $143 million Free cash flow reported for Q3 2025

Q3 2025 production 150,950 boe/d Average production volume in Q3 2025

Market Reality Check

$3.10 Last Close

Volume Volume 13,367,532 is below 20-day average 21,206,599 (relative volume 0.63x). low

Technical Last close $3.03, trading above 200-day MA at $2.17 and 8.7% below 52-week high of $3.32.

Peers on Argus

Energy E&P peers like BKV (-2.14%), TALO (-2.07%) and VET (-3.04%) traded lower, while BTE was only down 0.33%, suggesting a relatively resilient move versus weaker peer tape.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Debt tender, redemption	Positive	-1.6%	Announced cash tender for 2032 notes and intent to redeem 2030 notes.
Nov 12	Asset sale deal	Positive	+13.5%	Agreed to sell U.S. Eagle Ford assets to refocus on Canadian portfolio.
Oct 30	Q3 2025 earnings	Positive	-3.0%	Reported strong Q3 production, free cash flow and reduced net debt.
Oct 30	Dividend declaration	Positive	-3.0%	Declared quarterly cash dividend payable January 2, 2026.
Oct 23	Earnings call notice	Neutral	-0.4%	Announced timing and details for Q3 2025 results call and webcast.

Pattern Detected

Recent history shows several instances where seemingly positive balance sheet or operational news was followed by short-term price weakness.

Recent Company History

Over the last few months Baytex has focused on portfolio reshaping and balance sheet management. On Nov 12, 2025 it agreed to sell its U.S. Eagle Ford assets for US$2.305 billion, a move the market rewarded with a 13.48% gain. Subsequent Q3 2025 results on Oct 30 showed strong production and free cash flow, but the stock fell 2.99%. The Dec 1 announcement of a cash tender offer for the 2032 notes also saw a modest decline. Today’s update advances that same asset-sale and debt-reduction track.

Market Pulse Summary

This announcement advanced Baytex’s previously disclosed plan to sell its U.S. Eagle Ford assets and use proceeds to retire its 7.375% 2032 senior notes. By the early tender deadline, holders had tendered US$480,717,000 of the US$575,000,000 issue for total consideration of US$1,040 per US$1,000. In context of the US$2.305 billion asset sale and earlier Q3 2025 free cash flow of $143 million, this reinforced a focus on deleveraging and portfolio repositioning. Key watchpoints remain execution of closing conditions and completion of the tender.

Key Terms

tender offer financial

"Baytex also announced the early results of the previously announced tender offer (the "Tender Offer") to purchase for cash"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

senior notes financial

"any and all of its US$575 million of outstanding 7.375% Senior Notes due 2032 (the "2032 Notes")"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

cusip financial

"7.375% Senior Notes due 2032 | 07317QAK1 / US07317QAK13 | C08047AE9 / USC08047AE94"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

isin financial

"7.375% Senior Notes due 2032 | 07317QAK1 / US07317QAK13 | C08047AE9 / USC08047AE94"

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

dealer manager financial

"Baytex has retained RBC Capital Markets, LLC to serve as dealer manager for the Tender Offer."

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

blue sky regulatory

"In those jurisdictions where the securities, blue sky or other laws require the Tender Offer"

State-level securities laws and rules that require certain investment offerings and sellers to register, disclose information, and avoid deceptive practices. Think of them as local building codes for investments: they set safety standards, require basic facts be shared, and give investors a path for complaints or legal action if something is fraudulent. They matter because they affect whether an offering can be sold in a state, how much information an investor gets, and the ease of seeking remedies.

AI-generated analysis. Not financial advice.

Calgary, Alberta--(Newsfile Corp. - December 15, 2025) - Baytex Energy Corp. (TSX: BTE) (NYSE: BTE) ("Baytex" or the "Company") today announced that it expects to close the previously announced sale of its U.S. Eagle Ford assets (the "Eagle Ford Asset Sale") on December 19, 2025.

Baytex also announced the early results of the previously announced tender offer (the "Tender Offer") to purchase for cash, upon the terms and conditions set forth in the Offer to Purchase dated December 1, 2025 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), any and all of its US$575 million of outstanding 7.375% Senior Notes due 2032 (the "2032 Notes"). All terms and conditions of the Tender Offer remain unchanged and are described in the Offer to Purchase. Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.

According to information provided by Global Bondholder Services Corporation, the principal of amount of 2032 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 12, 2025 (the "Early Tender Date") is set forth in the table below:

Title of Note	CUSIP / ISIN (144A)	CUSIP / ISIN (Reg S)	Principal Amount Outstanding Prior to the Tender Offer	Principal Amount Tendered as of the Early Tender Deadline (1)
7.375% Senior Notes due 2032	07317QAK1 / US07317QAK13	C08047AE9 / USC08047AE94	US$575,000,000	US$480,717,000

 

(1) As reported by Global Bondholder Services Corporation, the information and tender agent for the Tender Offer.

Assuming the Asset Sale Condition (as defined herein) is satisfied, Baytex expects to accept for payment all 2032 Notes validly tendered and not validly withdrawn on December 22, 2025 (such date and time, as it may be extended, the "Early Settlement Date"). The total consideration for the 2032 Notes (the "Total Consideration") is US$1,040 for each US$1,000 principal amount of the 2032 Notes. The Total Consideration includes an early tender payment (the "Early Tender Payment") of US$40 for each US$1,000 principal amount of the 2032 Notes. The Tender Offer Consideration (as defined in the Offer to Purchase) is equal to the Total Consideration minus the Early Tender Payment.

All payments for the 2032 Notes purchased in connection with the Early Tender Date will also include accrued and unpaid interest on the principal amount of 2032 Notes tendered and accepted for purchase from the last interest payment date up to, but not including, the Early Settlement Date. In accordance with the terms of the Tender offer, the withdrawal deadline was 5:00 p.m., New York City time, on December 12, 2025. As a result, tendered 2032 Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

All 2032 Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Date will be purchased, retired and cancelled by Baytex on the Early Settlement Date.

The Tender Offer will remain open until 5:00 p.m., New York City time, on December 30, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such date and time, as it may be extended or earlier terminated, the "Expiration Date"). Each registered holder (each, a "Holder" and collectively, the "Holders") of the 2032 Notes who validly tenders its 2032 Notes after the Early Tender Date will not be eligible to receive the Early Tender Payment, but will only be eligible to receive the Tender Offer Consideration on the Final Settlement Date. The Final Settlement Date is expected to be the first business day after the Expiration Date, which means that the Final Settlement Date is expected to be December 31, 2025, but that may change without notice.

The obligation of the Company to accept for purchase, and to pay for, 2032 Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, in the sole and absolute discretion of the Company, including the consummation of the transactions contemplated by the Eagle Ford Asset Sale, which is expected to close on December 19, 2025, subject to customary closing conditions (the "Asset Sale Condition"). Subject to applicable law, the Company may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer. No assurance can be given that the Eagle Ford Asset Sale will be completed on the terms currently envisioned or at all. If such conditions shall not have been satisfied (or waived by the Company), no payments will be made to tendering Holders on the Early Settlement Date or Final Settlement Date, as applicable.

Baytex has retained RBC Capital Markets, LLC to serve as dealer manager for the Tender Offer. Baytex has retained Global Bondholder Services Corporation to act as the information and tender agent in respect of the Tender Offer.

For additional information regarding the terms of the Tender Offer, please contact RBC Capital Markets, LLC at +1 212-618-7843 (Collect) or +1 877-381-2099 (Toll-Free). Copies of the Offer to Purchase may be obtained at https://www.gbsc-usa.com/baytex or by contacting Global Bondholder Services Corporation at (855) 654 2014 or by email at contact@gbsc-usa.com.

This notice does not constitute or form part of any offer or invitation to purchase or sell, or any solicitation of any offer to sell or purchase, the 2032 Notes or any other securities in the United States or any other jurisdiction, and neither this notice nor any part of it, nor the fact of its release, shall form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms and conditions of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase.

This announcement does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Advisory Regarding Forward-Looking Statements

Certain statements in this announcement are forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"). Words such as "believe", "continue", "estimate", "expect", "anticipate", "intend", "will" or similar words suggesting future outcomes, events or performance are intended to identify forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date hereof and are expressly qualified by this cautionary statement.

The forward-looking statements in this announcement include, but are not limited to, statements regarding the Eagle Ford Asset Sale and the anticipated timing of consummation thereof; and the Tender Offer and the terms thereof, including the anticipated timing of the Early Settlement Date and the Final Settlement Date; all of which are based on current expectations.

These forward-looking statements are based on certain key assumptions regarding, among other things: that the closing conditions to the Eagle Ford Asset Sale will be satisfied and the closing of the transaction will occur as anticipated; the satisfaction of the conditions described in the Offer to Purchase, including the Asset Sale Condition; and that Holders of the Notes will tender to the Offer to Purchase.

By their nature, forward-looking statements are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements, including that the risk that the Eagle Ford Asset Sale will not be completed on the anticipated terms thereof or at all; that the Asset Sale Condition will not be satisfied; that Holders do not tender to the Offer to Purchase; that the timelines and deadlines referenced herein and in the Offer to Purchase change; and that the conditions to completion of the Offer to Purchase are not satisfied.

For additional information regarding these risks and uncertainties, and the assumptions underlying the forward-looking statements, please refer to the Offer to Purchase (including under the heading "Cautionary Statement Regarding Forward-Looking Statements"), our Annual Information Form, Annual Report on Form 40-F and Management's Discussion and Analysis for the year ended December 31, 2024 filed with the Canadian Securities Regulators and the U.S. Securities and Exchange Commission and in our other public filings.

The forward-looking statements contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

For further information about Baytex, please visit our website at www.baytexenergy.com or contact:

Brian Ector, Senior Vice President, Capital Markets and Investor Relations

Toll Free Number: 1-800-524-5521
Email: investor@baytexenergy.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278007

FAQ

When will Baytex close the U.S. Eagle Ford sale (BTE)?

Baytex expects the Eagle Ford asset sale to close on December 19, 2025, subject to customary closing conditions.

How much of Baytex's 2032 notes (BTE) were validly tendered early?

As of the early tender deadline, US$480,717,000 of the US$575,000,000 7.375% notes were validly tendered.

What will holders receive if they tender 2032 notes (BTE) early?

Early tenders accepted on the Early Settlement Date will receive US$1,040 per US$1,000 principal, including a US$40 early tender payment plus accrued interest.

What are the important dates for Baytex's tender offer (BTE)?

Early Tender Date: Dec 12, 2025; Early Settlement Date (expected): Dec 22, 2025; Expiration Date: Dec 30, 2025; Final Settlement Date (expected): Dec 31, 2025.

Will holders who tender after Dec 12, 2025 get the early payment for BTE notes?

No; holders who tender after the Early Tender Date are eligible only for the Tender Offer Consideration and not the US$40 early tender payment.

What could prevent Baytex from paying for tendered 2032 notes (BTE)?

Baytex's obligation to accept and pay is conditioned on, among other things, the consummation of the Eagle Ford Asset Sale and other conditions in the Offer to Purchase.