Crescent Point Energy Corp. ("Crescent Point" or the "Company")
(TSX and NYSE: CPG) today announced that it has entered into an
agreement (the “Agreement”) with a syndicate of underwriters co-led
by BMO Capital Markets and RBC Capital Markets (collectively the
“Underwriters”) under which the Underwriters have agreed to
purchase, on a bought deal basis 48,550,000 Crescent Point
common shares (“Common Shares”) at $10.30 per Common Share for
aggregate gross proceeds of approximately CDN$500 million (the
“Offering”).
Crescent Point intends to use the net proceeds
from the Offering to partially fund the cash portion of the
consideration payable in connection with the acquisition of
Hammerhead Energy Inc., an oil and liquids-rich Alberta Montney
producer, which was announced today in a separate news release
issued by Crescent Point (the “Transaction”). Total consideration
for the Transaction is approximately CDN$2.55 billion.
Closing of the Offering is expected to occur on
or about November 10, 2023. Crescent Point has also granted the
Underwriters an over-allotment option (the “Over-Allotment Option”)
to purchase, on the same terms and conditions of the Offering, up
to an additional 15 percent of the Common Shares issued in
connection with the Offering. The Over-Allotment Option is
exercisable, in whole or in part, by the Underwriters at any time
until and including 30 days after closing of the Offering. The
maximum gross proceeds raised under the Offering will be
approximately CDN$575 million, in the event the Over-Allotment
Option is fully exercised.
The closing of the Offering is not conditional
upon the completion of the Transaction. If the Transaction is not
completed, Crescent Point intends to use the net proceeds from the
Offering to reduce existing indebtedness, finance future growth
opportunities including acquisitions, finance its capital
expenditures or for other general corporate purposes.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
will there be any sale of these securities, in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
The Common Shares will be offered to the public
through the Underwriters and their affiliates by way of a
prospectus supplement (the "Prospectus Supplement") to Crescent
Point’s short form base shelf prospectus dated November 3,
2023 (the "Prospectus") filed with the securities regulatory
authorities in each of the provinces of Canada and included in its
registration statement on Form F-10 filed with the U.S. Securities
and Exchange Commission (“SEC”). The Offering is made only by the
Prospectus. The Prospectus contains important detailed information
about the securities being offered. Before investing, prospective
purchasers should read the Prospectus Supplement, the Prospectus
and the documents incorporated by reference therein for more
complete information about Crescent Point and the Offering.
A copy of the Prospectus is, and a copy of the
Prospectus Supplement will be, available free of charge on SEDAR+
(http://www.sedarplus.ca) and on the SEC website
(http://www.sec.gov). Alternatively, copies may be obtained upon
request in Canada by contacting BMO Nesbitt Burns Inc. (“BMO
Capital Markets”), Brampton Distribution Centre C/O The Data Group
of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by
telephone at 905-791-3151 Ext 4312 or by email at
torbramwarehouse@datagroup.ca, and in the United States by
contacting BMO Capital Markets Corp., Attn: Equity Syndicate
Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or
by telephone at 800-414-3627 or by email at bmoprospectus@bmo.com.
Additionally, copies of these documents may be obtained upon
request in Canada from RBC Capital Markets, Attn: Distribution
Centre, RBC Wellington Square, 8th Floor, 180 Wellington St. W.,
Toronto, Ontario, M5J 0C2 at Phone: 416-842-5349; E-mail:
Distribution.RBCDS@rbccm.com and in the United States from RBC
Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY
10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089;
Email: equityprospectus@rbccm.com.
FOR MORE INFORMATION ON CRESCENT POINT ENERGY, PLEASE
CONTACT:
Shant Madian, Vice President, Capital Markets,
orSarfraz Somani, Manager, Investor
RelationsTelephone: (403) 693-0020 Toll-free (US and Canada):
888-693-0020 Fax: (403) 693-0070Address: Crescent Point Energy
Corp. Suite 2000, 585 - 8th Avenue S.W. Calgary AB T2P 1G1
All financial figures are approximate and in Canadian dollars
unless otherwise noted. This press release contains forward-looking
information. Significant related assumptions and risk factors, and
reconciliations are described under the Forward-Looking Statements
sections of this press release.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of applicable securities legislation, such as section
27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934, and contains “forward-looking information”
within the meaning of applicable Canadian securities laws
(collectively, “forward-looking statements”). The forward-looking
statements contained herein include estimates of Crescent Point's
plan in respect of the use of proceeds from the Offering of Common
Shares; the purchase price and consideration to be paid by Crescent
Point in connection with the Transaction; the anticipated timing of
the closing of the Transaction, and other assumptions inherent in
management's expectations in respect of the forward-looking
statements identified herein.
In particular, this press release contains forward-looking
statements pertaining to, among other things, the following:
Crescent Point's intended use of the net proceeds from the
Offering; the Offering's expected closing date; the completion of
the Transaction; and the use of the net proceeds from the Offering,
including in the event the Transaction is not completed.
All forward-looking statements are based on Crescent Point's
beliefs and assumptions based on information available at the time
the assumption was made. Crescent Point believes that the
expectations reflected in these forward-looking statements are
reasonable but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements
included in this press release should not be unduly relied upon. By
their nature, such forward-looking statements are subject to a
number of risks, uncertainties and assumptions, which could cause
actual results or other expectations to differ materially from
those anticipated, expressed or implied by such statements,
including those material risks discussed in the Company's Annual
Information Form for the year ended December 31, 2022 under "Risk
Factors", our Management's Discussion and Analysis for the year
ended December 31, 2022 under the headings "Risk Factors" and
"Forward-Looking Information", and our Management Discussion and
Analysis for the three and nine months ended September 30, 2023,
under the heading "Forward-Looking Information". The material
assumptions are disclosed in the Management's Discussion and
Analysis for the year ended December 31, 2022, under the headings
“Overview”, “Commodity Derivatives”, "Liquidity and Capital
Resources", "Critical Accounting Estimates" and "Guidance" and in
the Management's Discussion and Analysis for the three and nine
months ended September 30, 2023, under the headings "Overview",
"Commodity Derivatives", "Liquidity and Capital Resources" and
"Guidance". In addition, risk factors include: the Offering may not
be completed, or may not be completed in the timeline that is
currently expected and the Transaction may not be completed, or may
not be completed in a timely manner. The impact of any one risk,
uncertainty or factor on a particular forward-looking statement is
not determinable with certainty as these are interdependent and
Crescent Point's future course of action depends on management's
assessment of all information available at the relevant time.
Additional information on these and other factors that could
affect Crescent Point's operations or financial results are
included in Crescent Point's reports on file with Canadian and U.S.
securities regulatory authorities. Readers are cautioned not to
place undue reliance on this forward-looking information, which is
given as of the date it is expressed herein or otherwise. Crescent
Point undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so pursuant to
applicable law. All subsequent forward-looking statements, whether
written or oral, attributable to Crescent Point or persons acting
on the Company's behalf are expressly qualified in their entirety
by these cautionary statements.
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