...lengthy but here's the full release...
Quote:Eagle Energy Trust Announces the Acquisition of Maple Leaf Royalties Corp. and Conversion to a Dividend-Paying Corporation
less than 1 minute ago by Marketwire Canada - NFD
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Eagle Energy Trust (the Trust or Eagle) (TSX:EGL.UN) is pleased to announce that it has entered into a binding agreement (the "Arrangement Agreement) to acquire Maple Leaf Royalties Corp., ("Maple Leaf)" by way of a plan of arrangement (the "Arrangement)". Under the Arrangement, Eagle will acquire all the issued and outstanding shares of Maple Leaf and convert into a corporation ("New Eagle)".
Maple Leaf holds oil and gas overriding royalty interests and non-operated working interests in oil and gas properties mainly in west central Alberta. Based on the exchange ratio and the current market price of Eagle units, the total acquisition cost will be $13.2 million. Maple Leaf's shares are traded on the TSX Venture Exchange under the symbol MPL.
New Eagle, which will be called "Eagle Energy Inc.", will operate the existing businesses of the Trust and its subsidiaries and of Maple Leaf. The existing board and management of Eagle will become the board and management of New Eagle. Subject to approval of the Toronto Stock Exchange, New Eagle will be listed on the Toronto Stock Exchange under the trading symbol EGL. The Board's existing policy of declaring the dividend amount monthly will remain unchanged.
The mailing of a joint information circular to the Trust unitholders and Maple Leaf shareholders is expected to occur on or about December 21, 2015, for special meetings of the securityholders of each company that are expected to be held on or about January 25, 2016, with closing expected to occur shortly thereafter.
If the Eagle unitholders approve the Arrangement, but Maple Leaf shareholders do not, Eagle still intends to proceed with the conversion of the trust into a corporation.
Commentary on the Arrangement
Richard Clark, President and Chief Executive Officer of Eagle, commented, "This acquisition plays a significant role in furthering Eagle's Canadian expansion by giving us approximately 251 barrels of oil equivalent per day ("boe/d)" of royalty interest production from attractive Alberta plays without the capital and operating expenditures associated with working interest ownership. In addition, Eagle will gain approximately 180 boe/d of non-operated working interest production. No debt will be assumed on Eagle's balance sheet since the Arrangement is done by way of a share-for-share exchange and Maple Leaf is debt-free. We also do not expect any additional G&A will be needed to manage the production that will be added as a result of this transaction."
Mr. Clark added, "The Arrangement also allows us to convert Eagle from a trust into a corporation and simplify our structure. We believe this to be in the best interests of Eagle and our unitholders as we execute future growth plans in both Canada and the United States. With this conversion, Eagle will formally join the energy sector's dividend-paying universe of corporations, which we believe will improve Eagle's access to capital markets and simplify the comparison of Eagle to its competitors."
In this news release, figures are presented in Canadian dollars unless otherwise indicated. This news release contains statements that are forward-looking. Investors should read the "Note Regarding Forward-Looking Statements" near the end of this news release.
Highlights of the Arrangement
The highlights of the Arrangement as follows:
-- The acquisition of a publicly traded corporation with no debt and
production of approximately 251 boe/d from royalty interests (30% oil
and liquids) and 180 boe/d from working interests (30% oil and liquids)
in assets focused in Alberta.
-- Estimated total net proved reserves of 0.94 million boe (as of January
1, 2016, calculated by Eagle's internal qualified reserves evaluator).
-- Estimated total net proved plus probable reserves of 1.09 million boe
(as of January 1, 2016, calculated by Eagle's internal qualified
reserves evaluator).
-- No incremental debt, capital expenditures or overhead needed to manage
the production and associated cash flow added as a result of this
Arrangement.
-- Eagle Energy Trust (TSX:EGL.UN) converts into a TSX-listed corporation
called Eagle Energy Inc., (TSX:EGL) with the same Board of Directors and
executive officers as the administrator of Eagle Energy Trust. Existing
unitholders of Eagle Energy Trust will hold approximately 82% of New
Eagle's outstanding shares upon completion of the Arrangement.
-- Payments will be in the form of monthly dividends to shareholders rather
than monthly trust distributions to unitholders.
-- For Canadian tax purposes, Eagle unitholders with an adjusted cost base
above the market price of New Eagle shares received may be able to claim
a capital loss. Unitholders should consult their own legal and tax
advisors as to the tax consequences in their particular circumstances.
-- Estimated combined Canadian tax pools of $194 million.
Acquisition Pro-forma Metrics
The acquisition pro-forma metrics are as follows:
--
-- $14.15/boe(1) based on total net(2) proved reserves.
-- $12.11/boe(1)based on total net(2) proved plus probable reserves.
-- $32,000(1)(3) per flowing boe per day (58% from royalty interests).
-- 4.8 times estimated cash flow.(1)(3)(4)
-- Pro-forma this Arrangement, the benefits of the combined entity are:
-- An absolute reduction of approximately 10%(4)to Eagle's 2016
corporate payout ratio.
-- An absolute reduction of approximately 0.6x(4) to Eagle's 2016 debt
to cash flow ratio.
Notes:
1. Based on an implied acquisition value of $13.2 million, which is based
on the value of New Eagle shares issuable as a result of the trading
price of Eagle units being $1.70.
2. Net proved reserves and net probable reserves are reserves after the
deduction of royalty encumbrances associated with working interests and
include royalty interests.
3. Based on estimated Maple Leaf production of 431 boe/d.
4. Based on a price forecast of $US 50.00 per barrel WTI oil, $CAD 2.57 per
Mcf AECO gas and a foreign exchange rate of $CAD 1.00 equal to $US 0.75.
Details of the Arrangement
The Arrangement will occur pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta). Under the Arrangement, Maple Leaf shareholders will receive 0.0947 common shares of New Eagle for every common share of Maple Leaf held on the closing of the Arrangement. An existing Maple Leaf management agreement will be terminated for $1.1 million, payable 75% in shares and 25% in cash. The small number of existing Maple Leaf warrants will become warrants to purchase approximately 950,000 New Eagle shares at $3.88 until November 14, 2016.
Also, under the Arrangement, Eagle will convert from a trust into a corporation. Eagle unitholders will receive one common share of New Eagle in exchange for every unit of the Trust held on the effective date of the Arrangement.
The Arrangement is subject to the approval of the Court of Queen's Bench of Alberta and of not less than 66 2/3% of the votes cast by Eagle unitholders and Maple Leaf shareholders at the respective securityholder meetings called to approve, among other things, the Arrangement. Officers and directors of Maple...
