NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
This News Release shall not constitute an offer of the Common Shares or Subscription Receipts in the United States. The Common Shares and the Subscription Receipts may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. Whitecap has not registered and will not register the common shares under the U.S. Securities Act of 1933, as amended. Whitecap does not intend to engage in a public offering of common shares in the United States. 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.
CALGARY, ALBERTA – Whitecap Resources Inc. ("Whitecap" or the "Company") (TSX: WCP) is pleased to announce that it has completed its previously announced bought deal financing of subscription receipts (the "Prospectus Offering") and concurrent non-brokered private placement of subscription receipts (the "Private Placement").
Through the Prospectus Offering, Whitecap issued 37,785,000 subscription receipts of the Company ("Public Receipts") at a price of $8.80 per Public Receipt for gross proceeds of approximately $332.5 million. The syndicate of underwriters is led by National Bank Financial Inc. and TD Securities Inc. and includes Scotia Capital Inc., GMP Securities L.P., Peters & Co. Limited, RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Cormark Securities Inc., AltaCorp Capital Inc., Macquarie Capital Markets Canada Ltd., and Canaccord Genuity Corp. (collectively, the "Underwriters").
Through the Private Placement, Whitecap issued 10,512,000 subscription receipts of the Company ("Private Receipts" and collectively with the Public Receipts, the "Subscription Receipts") at a price of $8.80 per Private Receipt to certain institutional investors for gross proceeds of approximately $92.5 million.
Each Subscription Receipt represents the right to receive, without payment of additional consideration or further action on the part of the holder, one common share of Whitecap (a "Common Share") upon closing of the previously announced acquisition of certain petroleum and natural gas properties, interests and related assets located in southeast Saskatchewan (the "Acquisition"). Whitecap expects to complete the Acquisition on or about December 14, 2017. The Acquisition is subject to certain closing conditions, including, but not limited to, approvals under the Competition Act (Canada).
The gross proceeds from the sale of the Subscription Receipts have been placed in escrow pending closing of the Acquisition. If the Acquisition is closed on or before 5:00 p.m. (Calgary time) on February 28, 2018 or such later date within 15 days as National Bank Financial Inc. and TD Securities Inc., on behalf of the Underwriters, may elect (the “Expiry Time”), the escrowed funds (less the balance of the Underwriters' commission) will be released to Whitecap. Whitecap will use such funds towards the cash consideration payable pursuant to the Acquisition. In addition, when the Acquisition has closed, holders of Subscription Receipts who held such Subscription Receipts on the closing date of the Acquisition shall also be entitled to receive an amount per Subscription Receipt equal to the amount per Common Share of any cash dividends, if any, for which record dates have occurred during the period from the date hereof to the date immediately preceding the date the underlying Common Shares are issued pursuant to the Subscription Receipts.