RECAPITALIZATION TRANSACTIONS DECEMBER 2015 BOLD IDEAS FOR ENERGY

Transcription

1 RECAPITALIZATION TRANSACTIONS DECEMBER 2015 BOLD IDEAS FOR ENERGY

2 This presentation contains forward-looking statements relating to Perpetual's business and operations that are based on management's current expectations, estimates and projections about its business and operations. Words and phrases such as "anticipates," "expects," "believes," "estimates," "projected," "future," "goals," "forecast," "plan," "opportunities," "upside," "will," "impact," "target," and similar expressions are intended to identify such forward-looking statements. Such statements include, but are not limited to, statements pertaining to: the 2016 capital expenditure program; the anticipated benefits of the Recapitalization Transactions; the timing for completion of the Rights Offering; the filing and content of the Prospectus to be filed; the proposed share consolidation; compliance with the covenants through the maturity of the Credit Facility at current commodity prices; capital cost reduction initiatives; prospective drilling activities; forecast production, production type, operations, funds flows, and timing thereof; facility construction and pilot project plans and timing thereof; the planned retention of the Tourmaline Shares and the benefits of retaining such shares and the indirect exposure to Tourmaline s business; forecast and realized commodity prices; expected funding, allocation and timing of capital expenditures; projected use of funds flow and anticipated funds flow; planned drilling and development and the results thereof; expected dispositions, anticipated proceeds therefrom and the use of proceeds therefrom; and commodity prices; Perpetual's business diversification and price risk management strategies which include the transitioning from shallow gas assets to resource-style, growth orientated oil and NGL assets and divestitures to optimize value and decrease debt; projected economics for various projects; future capital expenditure levels; and the top strategic priorities for 2015 and beyond. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance on these forwardlooking statements, which speak only as of the date of this presentation. Unless legally required, Perpetual undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: inaccuracies in the estimated timing and amount of future production of natural gas and oil due to numerous factors including permit delays or restrictions, weather, equipment failures, delays or lack of availability, unexpected subsurface or geologic conditions, lack of capital, increases in the costs of rented or contracted equipment, increases in labor costs, volumes of oil or gas greater or lesser than anticipated, and changes in applicable regulations and laws; unexpected problems with wells or other equipment, unexpected changes in operating costs and other expenses, including utilities, labor, transportation, well and oil field services, taxes, permit fees, regulatory compliance and other costs of operation; decreases in natural gas and oil prices, including price discounts and basis differentials; difficulties in accurately estimating the discovery, volumes, development potential and replacement of natural gas and oil reserves; the impact of economic conditions on our business operations, financial condition and ability to raise capital; variances in cash flow, liquidity and financial position; a significant reduction in our bank credit facility's borrowing base; availability of funds from the capital markets and under our bank credit facility; our level of indebtedness; the ability of financial counterparties to perform or fulfill their obligations under existing agreements; write downs of our asset carrying values and oil and gas property impairment; the discovery of previously unknown environmental issues; changes in our business and financial strategy; inaccuracies in estimating the amount, nature and timing of capital expenditures, including future finding and development costs; the inability to predict the availability and terms of capital; issues with marketing of natural gas and oil including lack of access of markets, changes in pipeline and transportation tariffs and costs, increases in minimum sales quality standards for oil or natural gas, changes in the supply-demand status of gas or oil in a given market area, and the introduction of increased quantities of natural gas or oil into a given area due to new discoveries or new delivery systems; the impact of weather limiting or damaging operations and the occurrence of natural disasters such as fires, floods, hurricanes, earthquakes and other catastrophic events and natural disasters; the high-risk nature of drilling and producing natural gas and oil, including blow-outs, surface caterings, fires, explosions; the competitiveness of alternate energy sources or product substitutes; technological developments; changes in governmental regulation of the natural gas and oil industry potentially leading to increased costs and limited development opportunities; changes in governmental regulation of derivatives; developments in natural gas-producing and oil-producing countries potentially having significant effects on the price of gas and oil; the effects of changed accounting rules under generally accepted accounting principles and IFRS promulgated by rule-setting bodies; the amount of future abandonment and reclamation costs, asset retirement and environmental obligations; inability to execute strategic plans and realize projected economics, expectations and objectives for future operations and price risk management strategies; and the other risk factors identified in our most recent financial statements and management's discussion and analysis and Annual Informational Form and our other filings on SEDAR including the Prospectus. Unpredictable or unknown factors not discussed herein also could have material adverse effects on our business and operations and on the forward-looking statements contained herein. Also included in this presentation are estimates of Perpetual's consolidated net debt and 2016 funds flow, which are based on the various assumptions as to production levels, capital expenditures, and other assumptions (including price assumptions for natural gas and oil) and the effects of the Recapitalizations. To the extent any such estimate constitutes a financial outlook, it was approved by management and the Board of Directors of Perpetual on November 19, 2015 and is included to provide readers with an understanding of Perpetual's anticipated funds flows based on the capital expenditure and other assumptions described herein and readers are cautioned that the information may not be appropriate for other purposes. 1

3 Introduction Announced Recapitalization Transactions to: Address immediate maturities Reduce debt Improve liquidity Recapitalization Transactions involve: $25 million of new equity (backstopped Rights Offering) New Financing Arrangement collateralized by 1 million Tourmaline Oil Corp. ( Tourmaline ) shares to improve liquidity Amended and extended bank lending arrangements Settlement of Convertible Debentures by issuing Common Shares Recapitalization addresses key challenges including: Extends all debt maturities until October 31, 2016 and beyond Increases liquidity by $34.7 million Reduces debt by $34.9 million Preserves inherent value in our asset base 2

4 Recapitalization Designed to Address Imminent Challenges Near Term Debt Maturities $58.4 million bank margin loan due November 30, 2015 $25.0 million bank credit facility due November 30, 2015 $34.9 million Convertible Debentures due December 31, 2015 Leverage Constraints Debt level is high in the context of current industry conditions Affects ability to access capital and fund development of assets Diminishes ability to exploit inherent value in asset base Tight Liquidity Limited capital for 2016 development program 3

5 Criteria and Constraints Criteria Constraints Extend maturities Improve liquidity Debt reduction Preserve asset base to maintain value potential Substantially all assets pledged to secure debt Debt comes with restrictive covenants Asset values are at depressed levels in current commodity price environment Maturing Convertible Debentures create an impediment to raising equity Must consider interests of multiple stakeholders Access to capital markets for regular financings is limited 4

6 Finding a Solution Recapitalization Transactions Extend Maturities Bank debt maturities extended to October 31, 2016 Revised financial covenants provide increased flexibility and stability Improve Liquidity New equity capital through Rights Offering New Financing Arrangement increases liquidity through securitization of Tourmaline shares Debt Reduction Decreased indebtedness through settlement of Convertible Debentures through issuance of Common Shares Preserve Asset Base to Maintain Value Potential Allows us to maintain attractive current assets and operations Full upside to Tourmaline shares preserved Recapitalization enhances balance sheet strength & it s Business as Usual for our employees, suppliers & customers

7 Pro Forma Capitalization ($millions) September 30, 2015 (1) Pro Forma (2) Change Cash Bank Indebtedness (Credit Facility and Margin Loan ) New Financing Arrangement (6.6) Convertible Debentures (34.9) 8.75% Senior Notes Total Obligations (54.9) 1. Per Q reported results 2. After giving effect to the New Financing Arrangement, the Convertible Debenture Repayment and the Rights Offering 6

8 Pro Forma Liquidity ($millions) Availability Pro Forma Utilization (2) Liquidity Cash Credit Facility (1) Margin Loan (1)(3) New Financing Arrangement Total Liquidity As per November 19, 2015 lender review; Confirmed through October 31, After giving effect to the New Financing Arrangement, the Convertible Debenture Repayment and the Rights Offering 3. Cushion of $5 million = No margin calls until TOU share price of $22.90 per share 7

9 2016 Capital Plan 2016 Exploration and Development Capital Expenditures ($ millions) H H West Central Liquids-Rich Gas Mannville Heavy Oil Eastern Alberta Shallow Gas Total (1) Excludes budgeted abandonment and reclamation spending of $3.5 million Capital plan has flexibility to be reduced if commodity prices continue to weaken 8

10 Recapitalization Components Bank Debt Lender has extended bank debt to mature on October 31, 2016 Was previously due on November 30, 2015 No semi-annual review on April 30, 2016 More flexibility provided in covenant structure New Financing Arrangement Provides $18.2 million of additional liquidity 1 million Tourmaline shares provided as collateral Full exposure to Tourmaline upside preserved with downside protection 9

11 Recapitalization Components Convertible Debentures Under the indenture that governs the Convertible Debentures, the Company has the right to elect to settle the Convertible Debentures with Common Shares The number of Common Shares to be issued to settle the Convertible Debentures will be the principal amount of $34.9 million divided by 95% of the volume weighted average trading price of the Common Shares on the TSX from November 25 to December 22 inclusively (the 20 day VWAP ) Accrued and unpaid interest will be paid in cash on the maturity date 10

12 Rights Offering and Convertible Debenture Process Today December January Convertible Debenture $1,000 VWAP Calculation Common Share x shares Common Share x shares Common Share 1 share Common Share 1 share Common Share 1 share Rights 1 right (Approx. $0.163 per Right) VWAP Calculation Common Share y shares X and Y will be known after December 22 nd when the 20 day VWAP is set by market trading Note: VWAP calculation is based on the volume weighted average trading price of the Common Shares on the TSX from November 25 to December 22 inclusively for both the Convertible Debentures and the Rights 11

13 Choices Available to Shareholders Pre-Rights Offering 100 Common Shares Rights are Issued 100 Common Shares Rights to Buy Shares Choices Exercise Rights Sell Rights Do Nothing Receive more shares Receive cash Lose value of Right Results Can oversubscribe for unexercised Rights 12

14 Backstop Commitment A corporation controlled by the Company s Chairman has committed to exercise its Basic Subscription Rights and Additional Subscription Privilege and any Rights not exercised by other shareholders for up to $25 million Backstop provides certainty of the pro forma capital structure of the Company Shareholders exercising Rights can be confident $25 million of equity capital proceeds will be raised through the Offering Provided confidence to lender to establish new bank lending arrangements 13

15 Rights Offering Mechanics Each shareholder receives one Right per share held Each Right will cost approximately $ to exercise into Common Shares ( Subscription Amount ) Rights must be exercised prior to the expiry date (mid-january) or otherwise they will expire worthless The number of shares to be received when a Right is exercised will depend on the volume weighted average trading price of the shares on the TSX from November 25 to December 22 inclusively ( 20-Day VWAP ) The number of shares to be received is calculated as the greater of (A) or (B): (A) $ % Discount to 20-Day VWAP less 1 share (B) shares 14

16 Rights Offering Mechanics Illustrative example of the Rights Offering at different prices If 20-Day VWAP Equal to Cost to Exercise One Right Shares Issued per Right Exercised Effective Cost Paid per Share $0.20 $ $ $0.30 $ $ $0.40 $ $ $0.50 $ $ $0.60 $ $ The cost to exercise one Right does not vary $25 million million Shares Outstanding 15

17 Rights Offering Mechanics To permit the Company to raise equity capital (with certainty) by way of a Rights Offering: Shareholders exercising Rights need to know what proportion of the Company s equity they will obtain if they exercise the Rights The number of shares that this proportion of equity represents won t be known until the averaging period is over on December 22 Numerical example: A shareholder owns 100,000 shares today That shareholder receives 100,000 Rights No matter what the VWAP is, it costs [$0.163 per Right X 100,000 Rights = $16,300] to exercise and shareholder will receive % of the Company 20-Day VWAP (1) Cost to Exercise One Right Shares Issued per Right Exercised Effective Cost per Share Treatment of Shareholder Who Exercises Rights Total Shares Issued from Rights Original Holdings Pro Forma Holdings Pro Forma Equity Interest $0.20 $ $ , , , % $0.30 $ $ , , , % $0.40 $ $ , , , % $0.50 $ $ , , , % $0.60 $ $ , , , % 1. Volume weighted average trading price of Perpetual shares on the TSX for the period from November 25 to December 22 inclusively 16

18 Independent Committee Process To achieve the benefits of the Recapitalization, a number of steps needed to occur concurrently This necessitated arriving at an appropriate allocation of the pro forma equity to both: Existing shareholders including the Rights (and the new money to be invested in the Rights Offering) Holders of Convertible Debentures that will be settled with shares The Board of Directors put in place a committee of independent directors ( Independent Committee ) The Independent Committee engaged an independent financial advisor The Independent Committee, with advice received from the independent financial advisor, assessed the basis for fair treatment of holders of convertible debentures and shares through the Equity Transactions The proportion of equity attributable to shareholders who exercise Rights is based on that conclusion If all shareholders exercise their Rights and invest their share of $25 million, the shareholders will collectively own approximately 78% of the equity of the Company after the Equity Transactions are complete 17

19 Rights Offering - Key Questions Who receives Rights? The Rights will only be available to holders of Common Shares of record on the Record Date (mid-december) When will Rights trade separate from common shares? The Rights will trade together with the common shares from the Record Date until December 22, 2015 The Rights will only trade separately from the common shares from December 23, 2015 until expiry in mid-january How do I exercise my Rights? Holders of record will receive a prospectus with instructions on how to exercise their Rights The prospectus will also be available on our website or at Can I subscribe for unexercised Rights? Rights holders are able to subscribe for additional unexercised Rights over-and-above those they hold as long as they fully exercise their Rights Excess Rights will be allocated pro-rata based on the number of Rights exercised in the Basic Subscription Privilege 18

20 Process Timeline December Period during which Common Shares will trade on the TSX with due bills December 5 PM EST Record date for participation in the Rights Offering December 18 Mailing date of the Prospectus and certificates representing the Rights December 22 Determination of Common Shares per Right calculation December 23 January 8 Commencement time of Rights Offering Date that rights will be listed for trading on TSX Date on which Common Shares will trade on an ex-rights basis and due bills trading ceases Date on which sale of Rights of ineligible holders by subscription agent, Computershare Investor Services Inc., begins. January 12 PM EST End of trading of rights on the TSX January 5 PM EST Rights Expiry Time and Rights Expiry Date January 18 Expected closing date of the Rights Offering 19 Exercise Rights in this time frame