Baytex to close U.S. Eagle Ford asset sale

Executive Summary

• Baytex Energy Corp. expects to close the sale of its U.S. Eagle Ford assets on December 19, 2025.
• The company announced early results for its cash tender offer for $575 million (U.S.) of outstanding 7.375% senior notes due 2032, with a deadline for early tender withdrawals on December 12, 2025.
• Baytex expects to accept for payment all validly tendered notes on December 22, 2025, subject to the satisfaction of conditions including the Eagle Ford asset sale.

Key Details

• Asset Sale: Expected closing date for the sale of U.S. Eagle Ford assets is December 19, 2025.
• Tender Offer Scope: Cash tender offer for all outstanding $575 million (U.S.) of 7.375% senior notes due 2032.
• Early Tender Results: As of 5 p.m. New York time on December 12, 2025, the principal amount of notes validly tendered and not withdrawn is detailed in the attached table (not provided in text).
• Acceptance Expectation: Assuming the asset sale condition is satisfied, Baytex expects to accept for payment all 2032 notes validly tendered and not withdrawn on December 22, 2025.
• Consideration:
  • Total consideration: $1,040 (U.S.) for each $1,000 (U.S.) principal amount.
  • Early tender payment: $40 (U.S.) for each $1,000 (U.S.) principal amount.
  • Tender offer consideration: Total consideration minus the early tender payment.
• Accrued Interest: Payments for notes purchased on the early tender date include accrued and unpaid interest from the last interest payment date up to, but not including, the early settlement date.
• Withdrawal Rights: The withdrawal deadline was 5 p.m. New York time on December 12, 2025. Tendered notes may no longer be withdrawn except in limited circumstances required by law.
• Settlement Dates:
  • Early settlement date: December 22, 2025 (subject to conditions).
  • Final settlement date: Expected to be December 31, 2025 (first business day after expiration).
• Final Tender Deadline: The tender offer remains open until 5 p.m. New York time on December 30, 2025.
• Conditions: The obligation to accept and pay for notes is conditioned on the consummation of the Eagle Ford asset sale. Baytex may waive conditions, extend, terminate, or withdraw the offer.
• Advisors:
  • Dealer Manager: RBC Capital Markets LLC.
  • Information and Tender Agent: Global Bondholder Services Corp.