PENGROWTH ANNOUNCES PROPOSED AMENDMENTS TO CONVERTIBLE DEBENTURES
CALGARY, ALBERTA--(Marketwired - Nov. 15, 2016) - Pengrowth Energy Corporation (TSX:PGF)(NYSE:PGH) ("Pengrowth" or the "Company") announces the calling of a meeting of the holders (the "Debentureholders") of its 6.25% convertible unsecured subordinated debentures due March 31, 2017 ("the Debentures") to amend certain terms of the outstanding Debentures.
Pengrowth has been focused on improving its balance sheet and has taken steps to bolster its cash position in 2016 in anticipation of the forthcoming debt maturities in the first seven months of 2017. Following the monetization of its 2018 and 2019 commodity risk management contracts, the Company exited the third quarter with $139.5 million of cash on the balance sheet. Subsequent to the end of the quarter and through the monetization of its foreign exchange hedges and significantly all of its 2017 commodity risk management contracts, Pengrowth's cash balance increased to approximately $225 million as at November 15, 2016. Following these transactions, in addition to its 2016 hedges as set out in its third quarter financial results, the Company has 8,000 barrels per day of expected 2017 crude oil production hedged at a Canadian dollar equivalent price of $61.51 per barrel and no natural gas contracts in place. The Company also re-entered into foreign exchange contracts on a significant portion of the principal amount of U.S. dollar denominated term notes at an average fixed exchange rate of Cdn/USD $0.748.
The monetization efforts have resulted in the Company having a substantial cash position, providing Pengrowth with additional financial flexibility for its debt reduction efforts. With the Company having already repaid all drawings under its revolving credit facility and in keeping with its debt reduction objective, at this time, Pengrowth feels its best course of action is to use the cash on hand for the early retirement of approximately $127 million of outstanding Debentures. Should the amendments be approved by Debentureholders and the Company proceed with the early redemption, the Company's balance sheet strength is expected to improve by reducing its overall debt position. Following the redemption, the Company expects to exit the year with approximately $100 million of cash on hand.
Indenture Amendments
If approved, the amendments would permit Pengrowth, at its option, to redeem all of the outstanding Debentures for cash consideration of $1,031.16 for each $1,000 Debenture (the "Amendments"). This is equivalent to par plus interest to March 30, 2017.
If the proposed Amendments are approved, it is expected that the Company will redeem the Debentures on December 30, 2016.
Meeting to Approve Indenture Amendments
The meeting of Debentureholders will be held at 9:00 a.m. (Calgary time) on Thursday, December 22, 2016. The record date for determining the Debentureholders entitled to receive notice of and vote at the meeting will be November 17, 2016.
At the meeting, Debentureholders will be asked to approve the Amendments by an extraordinary resolution authorizing Pengrowth and the trustee of the Debentures to amend the terms of the outstanding Debentures. For the Amendment to be approved, holders of not less than 25% of the principal amount of the Debentures outstanding must be represented in person or by proxy at the meeting, and the extraordinary resolution must be passed by Debentureholders' votes representing no less than 66 2/3% of the principal amount of the Debentures represented at the meeting. A proxy form and a management information circular will be mailed to Debentureholders in connection with the meeting.
Pengrowth's board of directors has unanimously concluded that the proposed Amendments are in the best interests of the Company and recommends that Debentureholders vote FOR the proposed Amendments.
How to Vote
Pengrowth Debentureholders with questions or need help voting are encouraged to contact the proxy solicitation and information agent Kingsdale Shareholder Services at 1-866-581-1487 toll-free within North America, or 1-416-867-2272 (for collect calls outside North America), or e-mail at contactus@kingsdaleshareholder.com.
To vote for the Amendments please complete the applicable proxy form to be provided by your broker or other intermediary no later than 9:00 a.m. (Calgary time) on December 20, 2016.
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