UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
BAYTEX
ENERGY CORP.
(Name of Issuer)
Common
Shares
(Title of Class of Securities)
07317Q105
(CUSIP)
June 20, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which
this Schedule Is Filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1. |
Names
of Reporting Persons
Rocky
Creek Resources, LLC |
2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a)
x (b) ¨ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
40,491,996 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
40,491,996 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,491,996 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
4.7%(1) |
12. |
Type
of Reporting Person (See Instructions)
PN |
(1) Calculated
based on 545,553,272 shares of the Issuer’s common stock (“Common Shares”) outstanding as of May 8, 2023, as reported
in the Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) on April 7,
2023, as amended, and declared effective on May 18, 2023, as increased by 311,369,607 Common Shares issued on June 20, 2023
in connection with the merger between the Issuer and Ranger Oil Corporation.
1. |
Names
of Reporting Persons
JSTX
Holdings, LLC |
2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a)
x (b) ¨ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
128,399,999 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
128,399,999 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
128,399,999 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
14.98%(1) |
12. |
Type
of Reporting Person (See Instructions)
PN |
(1) Calculated
based on 545,553,272 shares of the Common Shares outstanding as of May 8, 2023, as reported in the Registration Statement on Form F-4
filed with the SEC on April 7, 2023, as amended, and declared effective on May 18, 2023, as increased by 311,369,607 Common
Shares issued on June 20, 2023 in connection with the merger between the Issuer and Ranger Oil Corporation.
13. |
Names
of Reporting Persons
Juniper
Capital II GP, L.P. |
14. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a)
x (b) ¨ |
15. |
SEC
Use Only |
16. |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
17. |
Sole
Voting Power
0 |
18. |
Shared
Voting Power
40,491,996 |
19. |
Sole
Dispositive Power
0 |
20. |
Shared
Dispositive Power
40,491,996 |
21. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,491,996 |
22. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
23. |
Percent
of Class Represented by Amount in Row (9)
4.7%(1) |
24. |
Type
of Reporting Person (See Instructions)
PN |
(1) Calculated
based on 545,553,272 shares of the Common Shares outstanding as of May 8, 2023, as reported in the Registration Statement on Form F-4
filed with the SEC on April 7, 2023, as amended, and declared effective on May 18, 2023, as increased by 311,369,607 Common
Shares issued on June 20, 2023 in connection with the merger between the Issuer and Ranger Oil Corporation.
1. |
Names
of Reporting Persons
Juniper
Capital III GP, L.P. |
2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a)
x (b) ¨ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
128,399,999 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
128,399,999 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
128,399,999 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
14.98%(1) |
12. |
Type
of Reporting Person (See Instructions)
PN |
(1) Calculated
based on 545,553,272 shares of the Common Shares outstanding as of May 8, 2023, as reported in the Registration Statement on Form F-4
filed with the SEC on April 7, 2023, as amended, and declared effective on May 18, 2023, as increased by 311,369,607 Common
Shares issued on June 20, 2023 in connection with the merger between the Issuer and Ranger Oil Corporation.
1. |
Names
of Reporting Persons
Juniper
Capital Advisors, L.P. |
2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a)
x (b) ¨ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
168,891,995 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
168,891,995 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
168,891,995 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
19.7%(1) |
12. |
Type
of Reporting Person (See Instructions)
PN;
IA |
(1) Calculated
based on 545,553,272 shares of the Common Shares outstanding as of May 8, 2023, as reported in the Registration Statement on Form F-4
filed with the SEC on April 7, 2023, as amended, and declared effective on May 18, 2023, as increased by 311,369,607 Common
Shares issued on June 20, 2023 in connection with the merger between the Issuer and Ranger Oil Corporation.
1. |
Names
of Reporting Persons
Edward
Geiser |
2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a)
x (b) ¨ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
168,891,995 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
168,891,995 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
168,891,995 |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
19.7%(1) |
12. |
Type
of Reporting Person (See Instructions)
IN |
(1) Calculated
based on 545,553,272 shares of the Common Shares outstanding as of May 8, 2023, as reported in the Registration Statement on Form F-4
filed with the SEC on April 7, 2023, as amended, and declared effective on May 18, 2023, as increased by 311,369,607 Common
Shares issued on June 20, 2023 in connection with the merger between the Issuer and Ranger Oil Corporation.
Item
1(a). |
Name
of Issuer: |
|
|
|
Baytex
Energy Corp. (the “Issuer”) |
|
|
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
2800,
520 - 3rd Avenue S.W.
Calgary, Alberta
T2P
0R3
(587) 952-3000 |
Item
2(a). |
Names
of Persons Filing: |
|
|
|
This
statement is filed by the following entities and persons, referred to as the “Reporting
Persons.”
|
|
1. |
Rocky
Creek Resources, LLC |
|
2. |
JSTX
Holdings, LLC |
|
3. |
Juniper
Capital II GP, L.P. |
|
4. |
Juniper
Capital III GP, L.P. |
|
5. |
Juniper
Capital Advisors, L.P. |
|
6. |
Edward
Geiser |
|
|
Item
2(b). |
Address
of the Principal Business Office or, if None, Residence: |
|
|
|
2727
Allen Parkway, Suite 1850
Houston,
Texas 77019 |
|
|
Item
2(c). |
Citizenship: |
|
|
|
See
responses to Item 4 on each cover page. |
|
|
Item
2(d). |
Title
of Class of Securities: |
|
|
|
Common
Shares |
|
|
Item
2(e). |
CUSIP
Number: |
|
|
|
07317Q105 |
|
|
Item
3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
|
|
|
Not
Applicable. |
|
|
Item
4. |
Ownership.
|
|
(a) |
Amount
beneficially owned: |
|
|
See
responses to Item 9 on each cover page. |
| (b) | Percent
of Class: |
| | See
responses to Item 11 on each cover page.
|
| | |
| (c) | Number
of shares as to which the Reporting Person has: |
| | (i) |
Sole
power to vote or to direct the vote: |
| | |
See
responses to Item 5 on each cover page. |
| | (ii) |
Shared
power to vote or to direct the vote: |
| | |
See
responses to Item 6 on each cover page. |
| | (iii) |
Sole
power to dispose or to direct the disposition of: |
| | |
See
responses to Item 7 on each cover page. |
| | (iv) |
Shared
power to dispose or to direct the disposition of: |
| | |
See
responses to Item 8 on each cover page. |
All
percentages of beneficial ownership were calculated based on 545,553,272 shares of the Common Shares outstanding as of May 8, 2023,
as reported in the Registration Statement on Form F-4 filed with the SEC on April 7, 2023, as amended, and declared effective
on May 18, 2023, as increased by 311,369,607 Common Shares issued on June 20, 2023 in connection with the merger between the
Issuer and Ranger Oil Corporation.
40,491,996
Common Shares are directly held by Rocky Creek Resources, LLC (“RCR”). Juniper Capital II, L.P., a Delaware limited partnership
and investment fund (“Fund II”), owns a majority of the membership interests in RCR. Juniper Capital II GP, L.P., a Delaware
limited partnership (“Fund II GP”), is the sole general partner of Fund II and has dispositive power of the Common Shares.
Fund II’s agreement of limited partnership dictates that the disposition of a material interest held by Fund II, such as the investment
in the Issuer, must be approved by two of the three members of the Investment Committee of Fund II GP, one of whom must be Edward Geiser.
The day to day operations of Fund II are managed by Juniper Capital Advisors, L.P. (“Advisors”), pursuant to a management
agreement. Each of Fund II and Fund II GP may be deemed to beneficially own the shares directly held by RCR.
128,399,999
Common Shares are directly held by JSTX Holdings, LLC (“JSTX”), which is owned by Juniper Capital III, L.P., a Delaware limited
partnership (“Fund III”), and Juniper Phoenix Partners, L.P., a Delaware limited partnership (“Phoenix”). Juniper
Capital III GP, L.P., a Delaware limited partnership (“Fund III GP”), is the sole general partner of each of Fund III and
Phoenix and has dispositive power of the Common Shares. Fund III’s agreement of limited partnership dictates that the disposition
of a material interest held by Fund III, such as the investment in the Issuer, must be approved by two of the three members of the Investment
Committee of Fund III GP, one of whom must be Edward Geiser. Phoenix does not have a separate investment committee, and it is bound by
any and all decisions made by the Fund III GP Investment Committee on behalf of Fund III. The day to day operations of Fund III and Phoenix
are managed by Advisors, pursuant to a management agreement. Each of Fund III, Phoenix and Fund III GP, may be deemed to beneficially
own the shares directly held by JSTX.
Advisors,
through separate management agreements, has authority to direct voting and disposition over 168,891,995 Common Shares directly held by
RCR and JSTX. Advisors was formed on July 24, 2014, is a registered investment advisor under the Investment Advisers Act of 1940,
as amended, and is principally engaged in the business of advising private funds and separate accounts that invest in securities for
which it or its subsidiary serves as, direct or indirect, investment manager, including Fund II, Fund III and Phoenix. Advisors is controlled
by its general partner, Juniper Capital Advisors GP, LLC. Edward Geiser is the sole member of Juniper Capital Advisors GP, LLC. Each
of Advisors and Mr. Geiser may be deemed to beneficially own all of the reported securities.
The
filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, for the purpose of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
Item
5. |
Ownership
of Five Percent or Less of a Class. |
|
|
|
Not
Applicable. |
|
|
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
|
|
|
Not
Applicable. |
|
|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
Not
Applicable. |
|
|
Item
8. |
Identification
and Classification of Members of the Group. |
|
|
|
Not
Applicable. |
|
|
Item
9. |
Notice
of Dissolution of Group. |
|
|
|
Not
Applicable. |
|
|
Item
10. |
Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
June 20, 2023
|
Rocky
Creek Resources, LLC |
|
|
|
|
By: |
/s/
Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
JSTX
Holdings, LLC |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
Juniper
Capital II GP, L.P. |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
Juniper
Capital III GP, L.P. |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
Juniper
Capital Advisors, L.P. |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Executive
Managing Director |
|
|
|
|
|
/s/ Edward Geiser |
|
|
Edward
Geiser |
EXHIBIT A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby
agree that this Statement is being jointly filed, and all amendments thereto will be jointly filed, by Juniper Capital Advisors, L.P.
as the main and designated filer, on behalf of each of the persons and entities named below that is named as a reporting person in such
filing. Each of the undersigned is responsible for the timely filing of this Statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated:
June 20, 2023
|
Rocky
Creek Resources, LLC |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
JSTX
Holdings, LLC |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
Juniper
Capital II GP, L.P. |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
Juniper
Capital III GP, L.P. |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Authorized
Person |
|
|
|
Juniper
Capital Advisors, L.P. |
|
|
|
|
By: |
/s/ Edward Geiser |
|
Name: |
Edward
Geiser |
|
Title: |
Executive
Managing Director |
|
|
|
|
|
/s/ Edward Geiser |
|
|
Edward
Geiser |
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