--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-072968" form_type: "8-K" ticker: null cik: "0000077159" company_name: "Ranger Oil Corp" filed_at: "2023-06-20T23:59:59+00:00" generated_at: "2026-06-13T22:03:05.865876+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Ranger Oil completes merger with Baytex; shareholders receive 7.49 Baytex shares + $13.31 cash ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-072968 - form_type: 8-K - cik: 0000077159 - company_name: Ranger Oil Corp - filed_at: 2023-06-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/tm2319143d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-072968 - JSON: https://secwatch.observer/filing/0001104659-23-072968.json - Plain text: https://secwatch.observer/filing/0001104659-23-072968.txt ## Key facts - Executive change Richard Burnett resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Edward Geiser resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Kevin Cumming resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Timothy Gray resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Darrin J. Henke resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Garrett Chunn resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Jeffrey E. Wojahn resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Tiffany Thom Cepak resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change Joshua Schmidt resigned as Director at Ranger Oil Corp. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Governance Changes Ranger Oil Corp: Merger closing results in conversion of equity awards and changes to capital stock. source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Shareholder Votes Ranger Oil Corp shareholders approved Ranger Merger Proposal at the 2023-06-16 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-06-16 source text: Proposal No. 1: Ranger Merger Proposal A proposal (the “Ranger Merger Proposal”) to approve the terms of the Agreement and Plan of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm - Shareholder Votes 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 source text: Proposal No. 2: Ranger Compensation Advisory Proposal A proposal to approve, by a non-binding advisory vote, certain compensation evidence_url: https://www.sec.gov/Archives/edgar/data/77159/000110465923072968/0001104659-23-072968-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.