Veren Inc.

Veren agreed on March 9, 2025 to be acquired by Whitecap Resources Inc. in an all-share deal: each Veren share would become 1.05 Whitecap shares, leaving Veren holders with about 52% of Whitecap and Whitecap holders about 48%. It needs a 66⅔% Veren shareholder vote, a Whitecap shareholder vote, Alberta court approval, TSX listing approval and Competition Act clearance. Meetings are planned for May 6, 2025 and closing is expected on or before May 12, 2025, with an outside date of Sept 9, 2025 (extendable to Dec 9, 2025). Veren's credit agreements are to be repaid at closing, and a $200 million termination fee applies in certain circumstances. If closing is after May 31, 2025, shareholders get a $0.03833 per-share monthly special dividend for each month not closed. Craig Bryksa and three other Veren directors would join an 11-member Whitecap board, with Whitecap's Grant Fagerheim staying CEO. This is a new thread that would end the shareholders' stake in Veren as a standalone company; it also overtakes the earlier Hammerhead-era plans and the $0.115 dividend schedule if it closes. The filing excerpt is truncated, so the treatment of PSUs and other incentives is not visible.

business combination

Now named Veren Inc. (TSX/NYSE: VRN), the company priced CDN$1.0 billion of senior unsecured notes: $550 million at 4.968% due June 2029 and $450 million at 5.503% due June 2034. Proceeds repay existing debt, including fully retiring the bank term loan. It cites a new BBB (low) Stable investment-grade rating from Morningstar DBRS. The name Veren appears here for the first time in the filings, with no explanation of the change in this text.

debt financing

Crescent Point agreed to sell non-core Saskatchewan assets, including Flat Lake and Battrum, to Saturn Oil & Gas for $600 million cash, expected to close in late Q2 2024. The assets were expected to produce 13,500 boe/d over the next 12 months and generate $210 million of net operating income. 2024 production guidance is cut to 191,000-199,000 boe/d (from 198,000-206,000), development capital stays $1.4-1.5 billion. The release also says the Swan Hills and Turner Valley sale ($140 million) closed in Q1 2024, and proceeds go to debt, with pro-forma year-end 2024 net debt of $2.8 billion versus $3.7 billion at end 2023. Flat Lake was listed as a core asset in earlier context, so it is now being sold.

asset acquisition disposition

Crescent Point filed the formal Arrangement Agreement dated Nov 6, 2023 for buying all the shares of Hammerhead Energy Inc. under an Alberta court-approved plan of arrangement. It also filed voting support agreements: Riverstone-related holders and Hammerhead's directors and officers agreed to vote for the deal. The shown excerpt (truncated) gives no price, share/cash split or closing date, and the agreement requires a Hammerhead shareholder vote, court approval and regulatory approvals. This is the legal paperwork for the Hammerhead deal announced Nov 6, 2023, so it continues that thread.

business combination

Crescent Point agreed a bought-deal sale of 48,550,000 new common shares at $10.30 each for about CDN$500 million (up to about CDN$575 million if the over-allotment option is used), closing around Nov 10, 2023. The money is meant to partly fund the cash portion of its acquisition of Hammerhead Energy Inc., a deal of about CDN$2.55 billion announced the same day. The offering is not conditional on that deal closing; if it fails, proceeds would go to debt, growth opportunities or general purposes. Existing shareholders are diluted by the new shares.

capital raising announcement

Crescent Point agreed to sell its North Dakota assets to a private operator for US$500 million (about $675 million) cash, expected to close in Q4 2023 subject to regulatory approvals. The assets produced about 23,500 boe/d gross in Q2 2023, and proceeds go to debt repayment, with year-end 2023 net debt expected under $2.2 billion versus $3.0 billion at Q2. 2023 production guidance is lowered to 156,000-161,000 boe/d and development capital to $1.05-1.15 billion. The company says it has bought $3.0 billion of Kaybob Duvernay and Alberta Montney assets since 2018, funded by about $2.7 billion of non-core sales. This exits the North Dakota operations, which were part of the company's earlier Bakken-area business.

asset acquisition disposition

Crescent Point agreed to buy more Kaybob Duvernay assets from Paramount Resources for $375 million cash (about 130 net locations, over 4,000 boe/d, expected to close January 2023), funded from its credit facilities. This adds to the Kaybob position bought from Shell in 2021. It also raised the base dividend 25% to $0.10 per share (payable Apr 3, 2023), raised 2023 production guidance to 138,000-142,000 boe/d, and renewed its credit facilities ($2.36 billion) to November 2026. It says it repurchased over 6.2 million shares in Q4 2022 to date for about $65 million.

business combination

Crescent Point raised its quarterly base dividend by over 20% to $0.08 per share (payable Oct 3, 2022 to holders of record Sep 15, 2022), up from the $0.0025 quarterly level of 2020-21. It now targets returning up to 50% of discretionary excess cash flow (excess cash flow less base dividends) through buybacks and special dividends, and says it reached its near-term net debt target early. It also sold Saskatchewan Viking assets (~4,000 boe/d) for about $260 million and certain East Shale Duvernay assets (~1,000 boe/d) for about $40 million, and lowered 2022 production guidance to 130,000-134,000 boe/d. It reports about $150 million of buybacks (17.5 million shares) since Dec 2021, which answers the earlier open question about extra capital returns.

dividend declaration

Crescent Point sold its remaining non-core southeast Saskatchewan conventional assets (about 6,500 boe/d) for $93 million cash, and the sale cut its asset retirement obligations by about $220 million, nearly 25% of the March 31, 2021 balance. Proceeds went to the balance sheet. This finishes the southeast Saskatchewan sales begun in October 2019. 2021 production guidance is lowered to 128,000-132,000 boe/d, with excess cash flow of about $500-625 million expected at US$55-65/bbl WTI.

asset acquisition disposition

Crescent Point closed the purchase of Shell Canada Energy's Kaybob Duvernay assets for $900 million, as announced February 17, 2021, earlier than the April timing first indicated. The company says the assets (30,000 boe/d) will add to free cash flow, and that its first priority is the balance sheet, followed by a chance to return more capital to shareholders. Per the February terms, the deal included 50 million new shares to Shell (this filing does not repeat the share count).

business combination

Crescent Point agreed to buy Shell Canada Energy's Kaybob Duvernay assets in Alberta for $900 million: $700 million in cash drawn on its credit facility plus 50 million new Crescent Point shares. The assets produce about 30,000 boe/d, and closing is expected in April 2021, after which Shell would own about 8.6% of the shares. 2021 production guidance rises to 132,000-136,000 boe/d. This is the company's first large acquisition after the 2019-2020 asset sales, and it adds shares for existing holders to be diluted by.

business combination

Crescent Point said it has brought back all the economic production it shut in during the second quarter, and raised 2020 production guidance to 119,000-121,000 boe/d (from 110,000-114,000). Capital spending is expected at about $665 million, at the low end of the prior $650-700 million range. It expects about $125 million of excess cash flow in the second half of 2020 and about $600 million of net debt reduction for the year. A preliminary 2021 plan holds production at or above second-half 2020 levels with $500-550 million of development capital.

production update

Crescent Point closed the previously announced sale of Saskatchewan gas infrastructure (nine gas gathering and processing facilities and two gas sales pipelines, over 90 MMcf/d capacity) for total cash of $500 million. This delivers on the infrastructure sales it said in January 2019 it was exploring.

asset acquisition disposition

Crescent Point closed the previously announced sale of its Uinta Basin asset and certain non-core conventional assets in southeast Saskatchewan. The release gives no price or production figures. The Uinta Basin was the play highlighted for drilling results in the Q3 2016 report and cut back in the 2019 budget; the company says the sales fit its aim to focus its assets and strengthen its balance sheet.

asset acquisition disposition

The Toronto Stock Exchange accepted Crescent Point's normal course issuer bid: it may buy back and cancel up to 38,424,678 common shares (7% of public float), from January 25, 2019 to January 24, 2020. As of January 14, 2019 there were 550,611,816 shares outstanding. This follows through on the buyback program announced January 15; how many shares will actually be bought is not guaranteed.

security holder rights change

Crescent Point set a 2019 capital budget of $1.20 to $1.30 billion (about $500 million, or 30%, below the prior year) and production guidance of 170,000 to 174,000 boe/d. It is moving from a monthly dividend of CDN$0.03 per share to a quarterly dividend of CDN$0.01 per share (first payable April 1, 2019), and the board approved a share buyback program, with excess cash flow going to debt reduction and buybacks. Craig Bryksa is named as President and CEO and the release refers to 'the new team'. The company disposed of about 7,000 boe/d of assets in 2018 for about $355 million and is exploring further sales, including upstream and infrastructure assets. This ends the monthly dividend held since 2014.

dividend declaration

Crescent Point reported third quarter 2016 results, with a headline pointing to an expanded Flat Lake area and strong drilling results in the Uinta Basin. The excerpt gives no figures or details beyond the headline.

drilling result

Crescent Point announced the closing of a bought deal financing (a share sale to underwriters). The filing text shown gives only the headline, so the size, price and use of proceeds are not stated here. Shareholders may see dilution from the new shares (inference from the nature of a bought deal).

capital raising announcement

The company announced a 'strategic consolidation' acquisition of Coral Hill Energy Ltd. and upwardly revised 2015 guidance. This repeats the pattern of the 2014 CanEra deal. Price, assets and guidance numbers are not in the excerpt. The release came shortly after the June 2015 financing, but the excerpt does not link the two.

business combination

The company announced it had closed a 'bought deal' financing, which is a share offering sold through underwriters. It is a Canada-only release. The excerpt gives no size, price or share count, so the dilution to existing shareholders is not shown.

capital raising announcement

The company announced it had closed a private placement of notes, which is a debt raise. The excerpt does not give the amount, interest rate or maturity.

capital raising announcement

The company announced a 'strategic Torquay consolidation' acquisition of CanEra Energy Corp. and upwardly revised 2014 guidance. This follows the Torquay discovery announced nine days earlier. Price, assets and the new guidance figures are not in the excerpt.

business combination

The company announced what it calls a significant Torquay discovery, with an operational update. The excerpt cuts off before any well results, volumes or acreage, so the size of the find is not shown.

drilling result