UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2015
Commission File Number 1-32895
Penn West
Petroleum Ltd.
(Translation of registrants name into English)
Suite 200, 207 9th Avenue SW
Calgary, Alberta, Canada T2P 1K3
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7) ¨
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on May 26, 2015.
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PENN WEST PETROLEUM LTD. |
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By: |
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/s/ Mark Hawkins |
Name: |
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Mark Hawkins |
Title: |
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Corporate Secretary |
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EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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News Release, dated May 25, 2015 |
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Exhibit 99.1
PENN WEST ANNOUNCES FINALIZATION OF AMENDING AGREEMENTS WITH ITS LENDERS
FOR IMMEDIATE RELEASE, May 25, 2015
PENN WEST PETROLEUM LTD. (TSX PWT; NYSE PWE) (Penn West, we, our
or the Company) is pleased to announce that it has finalized and entered into definitive amending agreements with the lenders under its syndicated bank facility and the holders of its senior notes to, among other things, amend its
financial covenants as initially disclosed by the Company in its press release issued on March 12, 2015 announcing its year-end financial and operational results for 2014.
Since Penn West announced in March that it had entered into agreements in principle with its lenders and noteholders, the Company has sold or
entered into agreements to sell assets for aggregate net proceeds of approximately $415 million, which includes $318 million from its previously announced royalty transactions which were completed in early May, and approximately
$97 million from non-core asset dispositions which are expected to be completed by the end of the second quarter of 2015. Pursuant to the terms of the amending agreements with its lenders and noteholders, in the event that Penn West completes
any asset dispositions prior to March 30, 2017, it has committed to use the net proceeds from such asset dispositions to repay at par $650 million of the outstanding principal amounts owing to noteholders, with corresponding pro rata amounts
from such asset dispositions to be used to repay any outstanding amounts drawn under its syndicated bank facility.
David Dyck, Senior
Vice President and CFO, commented, We would like to thank our lenders and noteholders for their commitment to the long-term success of Penn West. The terms of the amending agreements provide financial flexibility so that the Company can
continue to focus on the key business, strategic and operational targets that will ultimately drive the success of the Company for all stakeholders. This marks a key milestone in our ongoing plan to reduce debt and improve our capital structure.
Strategically, the Company remains focused on achieving a fully competitive debt to funds flow ratio. Over the past 18 months, Penn West has repaid its debt by approximately $1.0 billion using the net proceeds from asset
dispositions. Additionally, the aggregate net proceeds of approximately $415 million from the recently completed royalty transactions and the asset dispositions to be completed by the end of the second quarter of 2015 have been committed to
debt repayment. We will continue to strengthen the Companys long-term financial sustainability and execute our light oil focused strategy, and we will remain disciplined and focused to achieve our goals and deliver on all of our targets. I am
confident we are making important and positive steps to ensure a strong future for Penn West.
Penn West is one of the largest
conventional oil and natural gas producers in Canada. Our goal is to be the company that redefines oil & gas excellence in western Canada. Based in Calgary, Alberta, Penn West operates a significant portfolio of opportunities with a
dominant position in light oil in Canada on a land base encompassing approximately 4.5 million acres.
Penn West shares are listed on
the Toronto Stock Exchange under the symbol PWT and on the New York Stock Exchange under the symbol PWE.
Forward-Looking Statements
Certain statements contained in this document constitute forward-looking statements or information (collectively forward-looking
statements) within the meaning of the safe harbor provisions of applicable securities legislation. Forward-looking statements are typically identified by words suggesting future events or future performance. In particular, this
document contains forward-looking statements pertaining to the expected sale of $97 million from non-core asset by the end of the second quarter of 2015, that in the event that Penn West completes any asset dispositions prior to March 30, 2017,
it has committed to use the net proceeds from such asset dispositions to repay at par $650 million of the outstanding principal amount owing to noteholders, with corresponding pro rata amounts from such asset dispositions to be used to repay any
outstanding amounts drawn under its syndicated banked facility, the amending agreements providing the financial flexibility so that the Company can continue to focus on the key business, strategic and operational targets that will ultimately drive
the success of the Company for all stakeholders, the plan to reduce debt and improve our capital structure, remaining focused on achieving a fully competitive debt to funds flow ratio, continuing to strengthen the Companys long-term financial
sustainability and execute our light oil focused strategy, remaining disciplined and focused to achieve our goals and deliver on all our targets and the goal to be the company that redefines oil & gas excellence in western Canada. Although
we believe that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will
prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are
based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking
statements will not occur, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking
statements. These risks and uncertainties include, among other things: the possibility that we are unable to execute some or all of our ongoing non-core asset disposition program on favourable terms or at all, including the dispositions discussed
herein, whether due to the failure to receive requisite regulatory or other third party approvals or satisfy applicable closing conditions or for other reasons that we cannot anticipate; the possibility that we will not be able to successfully
execute our long-term plan in part or in full, and the possibility that some or all of the benefits that we anticipate will accrue to our Company and our securityholders as a result of the successful execution of such plan do not materialize; the
impact of weather conditions on seasonal demand and ability to execute capital programs; risks inherent in oil and natural gas operations; uncertainties associated with estimating reserves and resources; competition for, among other things, capital,
acquisitions of reserves, resources, undeveloped lands and skilled personnel; geological, technical, drilling and processing problems; general economic and political conditions in Canada, the U.S. and globally; industry conditions, including
fluctuations in the price of oil and natural gas, price differentials for crude oil produced in Canada as compared to other markets, and transportation restrictions; royalties payable in respect of our oil and natural gas production and changes to
government royalty frameworks; changes in government regulation of the oil and natural gas industry, including environmental regulation; fluctuations in foreign exchange or interest rates; unanticipated operating events or environmental events that
can reduce production or cause production to be shut-in or delayed, including wild fires and flooding; failure to obtain regulatory, industry partner and other third-party consents and approvals when required, including for dispositions; failure to
realize the anticipated benefits of dispositions; changes in tax and other laws that affect us and our securityholders; the potential failure of counterparties to honour their contractual obligations; and the other factors described in our public
filings (including our Annual Information Form) available in Canada at www.sedar.com and in the United States at www.sec.gov. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward-looking statements
contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
For further information:
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PENN WEST
Penn West Plaza
Suite 200, 207 9th Avenue SW
Calgary, Alberta T2P 1K3 |
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Investor Relations: Toll Free:
1-888-770-2633 E-mail: investor_relations@pennwest.com |
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Phone: 403-777-2500
Fax: 403-777-2699
Toll Free: 1-866-693-2707
Website: www.pennwest.com |
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Clayton Paradis, Manager, Investor Relations
Phone: 403-539-6343 E-mail:
clayton.paradis@pennwest.com |
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