Board of Directors Recommendation
Bellatrix, overseen by a special committee (the “Special Committee”) comprised of independent members of the Board of Directors, with the assistance of the Corporation’s legal and financial advisors, and in consultation with key stakeholders, conducted a review of potential strategic alternatives available to the Corporation to address its outstanding debt and strengthen its overall financial position. The Corporation has carefully reviewed and considered, among other things, its overall capital structure and financial condition, its debt levels and cash interest expense, upcoming maturities in respect of certain of the Corporation’s debt, challenging industry dynamics and weakened commodity prices, its review of potential alternatives, its comprehensive discussions with key stakeholders, the terms of the proposed Recapitalization Transaction and connected transactions, and the Corporation’s goals of improving its capital structure and financial flexibility. After its review and consultation process, the Corporation concluded that the Recapitalization Transaction represents the best alternative available to the Corporation and its stakeholders at this time.
Peters & Co. Limited (“Peters & Co”), an independent financial advisor to the Special Committee and the Board of Directors, has provided opinions to the Special Committee and the Board of Directors that: (i) the Senior Unsecured Noteholders, the Convertible Debentureholders and the Existing Shareholders would be in a better financial position, respectively, under the Recapitalization Transaction than if the Corporation were liquidated as, in each case, the estimated aggregate value of the consideration made available to Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders, respectively, pursuant to the Recapitalization Transaction would exceed the estimated value the Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders would receive in a liquidation, respectively; and (ii) the Recapitalization Transaction is fair, from a financial point of view, to the Corporation.
The Board of Directors unanimously determined that the Recapitalization Transaction is in the best interests of the Corporation and its stakeholders. This determination was made after careful consideration and based on a number of factors, including the opinion of Peters & Co, legal advice from the Corporation’s counsel, financial advice from the Corporation’s financial advisor, the facts and circumstances facing the Corporation, the terms of the Recapitalization Transaction and the recommendation of the Special Committee to approve the Recapitalization Transaction. Based on the foregoing, the Board of Directors unanimously recommends that all Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders support and vote in favour of the Recapitalization Transaction and the CBCA Plan.
Support Agreements
In connection with the Recapitalization Transaction, Bellatrix entered into the Support Agreements. Pursuant to the Support Agreements, the Initial Consenting Noteholders, who hold approximately 90% of the outstanding Senior Unsecured Notes, and the Initial Consenting Debentureholder, who holds approximately 50% of the outstanding Convertible Debentures, have, among other things, agreed to support the Recapitalization Transaction.
Consent Agreements
The Corporation has also entered into consent agreements (the “ConsentAgreements”) with the Existing Second Lien Noteholders, and the lenders (the “FirstLienLenders”) under the Corporation’s Credit Facility, pursuant to which the Existing Second Lien Noteholders and the First Lien Lenders have, among other things, agreed to waive certain potential defaults under the terms and conditions of the Existing Second Lien Notes and Credit Facility which may result from the Corporation’s commencement of proceedings under the CBCA, subject to the terms of those agreements.
Bellatrix Securityholder Meetings
The Corporation intends to hold separate meetings (the “Meetings”) of its Senior Unsecured Noteholders, Convertible Debentureholders and Existing Shareholders to vote, as necessary, on the CBCA Plan and certain related matters, including the Continuance, subject to approval and direction from the Court in the
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