8-K
filed June 20, 2023, 7:59 PM ET
CIK 0000077159
M&A
confidence high
sentiment neutral
materiality 1.00
Ranger Oil Corp: M&A transaction — Ranger Oil completes merger with Baytex; shareholders receive 7.49 Baytex shares + $13.31 cash
Ranger Oil Corp
- Merger closed June 20, 2023; each Ranger Class A share converted to 7.49 Baytex shares plus $13.31 cash.
- Ranger becomes indirect wholly owned subsidiary of Baytex; shares ceased trading on NASDAQ.
- All directors resigned; Jeffrey Wojahn and Tiffany Thom Cepak appointed to Baytex board.
- Julia Gwaltney appointed Baytex SVP & General Manager Eagle Ford; Kayla Baird VP U.S. Accounting.
- Outstanding Credit Agreement terminated; 9.25% Senior Notes due 2026 redeemed at 106.938% of principal.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Burnett resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward Geiser resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Kayla Baird resigned as Vice President, Chief Accounting Officer and Controller at Ranger Oil Corp.
- Action
- resigned
- Role
- Vice President, Chief Accounting Officer and Controller
Exact text from the filing
Kayla Baird who was Vice President, Chief Accounting Officer and Controller of the Company prior to the Closing Date, was appointed as Baytex’s Vice President, U.S. Accounting and Corporate Services as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Cumming resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Gray resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darrin J. Henke resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Garrett Chunn resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey E. Wojahn resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tiffany Thom Cepak resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joshua Schmidt resigned as Director at Ranger Oil Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, Darrin J. Henke, Edward Geiser, Richard Burnett, Tiffany Thom Cepak, Garrett Chunn, Kevin Cumming, Timothy Gray, Joshua Schmidt and Jeffrey E. Wojahn ceased to serve as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Julia Gwaltney resigned as Senior Vice President and Chief Operating Officer at Ranger Oil Corp.
- Action
- resigned
- Role
- Senior Vice President and Chief Operating Officer
Exact text from the filing
Julia Gwaltney who was Senior Vice President and Chief Operating Officer of the Company prior to the Closing Date, was appointed as Baytex’s Senior Vice President and General Manager, Eagle Ford Operations as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Ranger Oil Corp: Merger closing results in conversion of equity awards and changes to capital stock.
Exact text from the filing
each eligible share of Ranger Class A Common Stock was converted into the right to receive 7.49 Baytex Common Shares and $13.31 in cash, without interest.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ranger Oil Corp underwent a change of control involving Baytex Energy Corp. for 7.49 Baytex common shares and $13.31 in cash per share (closed 2023-06-20).
- Action
- change of control
- Counterparty
- Baytex Energy Corp.
- Consideration
- 7.49 Baytex common shares and $13.31 in cash per share
- Closing
- 2023-06-20
Exact text from the filing
effective time of the Merger (the “Effective Time”), each share of Ranger Class A Common Stock issued and outstanding was automatically converted into the right to receive (i) 7.49 common shares, without nominal or par value, in the capital of Baytex (the “Baytex Common Shares”) (the “Share Consideration”) and (ii) $13.31 in cash, without interest (the “Cash
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Ranger Oil Corp terminated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and other parties thereto (effective 2023-06-20).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association, as administrative agent, and other parties thereto
- Effective
- 2023-06-20
Exact text from the filing
on the Closing Date, the Company terminated all outstanding commitments under that certain Credit Agreement, dated as of September 12, 2016, by and among the Company, ROCC Holdings, LLC (f/k/a Penn Virginia Holdings, LLC) the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and other parties thereto
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Ranger Oil Corp shareholders approved Ranger Merger Proposal at the 2023-06-16 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-06-16
Exact text from the filing
Proposal No. 1: Ranger Merger Proposal A proposal (the “Ranger Merger Proposal”) to approve the terms of the Agreement and Plan of Merger
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Ranger Oil Corp shareholders approved Ranger Compensation Advisory Proposal at the 2023-06-16 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-16
Exact text from the filing
Proposal No. 2: Ranger Compensation Advisory Proposal A proposal to approve, by a non-binding advisory vote, certain compensation
View on SEC.gov
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