U.S. hedge fund Orange Capital has acquired additional shares in Bellatrix Exploration Ltd (TSX, NYSE MKT: BXE), a Calgary-based oil and gas company. Upon completion of the transaction, Orange Capital will hold around 10.21 percent of the company’s outstanding shares. Orange Capital said it intends to engage Bellatrix’s management and board of directors in discussions regarding opportunities to maximize shareholder value. The deal follows a $250 million commitment to Bellatrix by Canadian Non-Operated Resources Corp, which is backed by U.S. private equity firm Riverstone Holdings and other investors.
Orange Capital, LLC acquires shares of Bellatrix
TORONTO, Oct. 2, 2014 /CNW/ – On October 2, 2014, Orange Capital, LLC (“Orange Capital”) on behalf of Orange Capital Master I, Ltd. (“OCMI”) and OC Offshore Investments II, SPC – Segregated Portfolio A (“OCOI”) which are investment funds managed by it (collectively, “Orange”), acquired ownership and control over 1,231,000 common shares (the “Acquired Shares”) of Bellatrix Exploration Ltd. (“Bellatrix”). The Acquired Shares represent approximately 0.64% of the issued and outstanding common shares of Bellatrix (“Shares”) based on 191,091,741 Shares issued and outstanding as of July 31, 2014 as stated by Bellatrix in its consolidated financial statements for the second financial quarter ended June 30, 2014 (the “Outstanding Shares”). By virtue of his role as Managing Member of Orange Capital, Daniel Lewis has control or direction over all of the Shares beneficially held by Orange Capital which are held by OCMI and OCOI. After giving effect to the acquisition of the Acquired Shares, Orange beneficially owns and controls 19,510,513 Shares, representing approximately 10.21% of the Outstanding Shares.
Orange acquired the Acquired Shares for investment purposes. Orange intends to engage management of Bellatrix (the “Management”) and the board of directors of Bellatrix (the “Board”) in discussions regarding opportunities to maximize shareholder value. Orange intends to discuss, among other things (i) Bellatrix hiring an independent financial advisor tasked to provide the Board with recommendations on strategic alternatives, capital allocation and improved investor communications; (ii) the size and composition of the Board; (iii) steps to raise Bellatrix’s valuation to be in line with its intrinsic value, which current valuation is well below Bellatrix’s intermediate sized company peers in the Canadian exploration and production sector (based on both price to proved-developed reserves and on enterprise value to debt adjusted cash flow); (iv) refraining from future dilutive equity issuances and outlining a clear use of proceeds for all newly raised capital; and (v) exploring alternatives to highlight the value of Bellatrix’s infrastructure assets.
Orange intends to discuss such matters identified above not only with Management and the Board, but also with other shareholders of Bellatrix and third parties and may take other steps to bring about changes to increase shareholder value, including but not limited to changes involving board composition, as well as pursue other plans or proposals.
The Acquired Shares were acquired through the facilities of the Toronto Stock Exchange, NYSE, Nasdaq, the OTC and other alternative trading systems and platforms related with such exchanges at an average price of CAD$6.5013 per Share. Orange may, in the future, take such actions in respect of its holdings as Orange deems appropriate in light of the circumstances then existing.
About Orange Capital, LLC
Orange Capital is a New York based investment firm. The firm is a value-oriented investor in event-driven securities. The firm allocates across the capital structure on an opportunistic basis. Orange Capital was co-founded in 2005 by Daniel Lewis and Russell Hoffman. Prior to founding the firm, Orange Capital’s portfolio manager, Daniel Lewis, was a director with Citigroup’s Global Special Situations Group.
Neither the issuance of this news release nor the filing by Orange of an “early warning” report required to be filed in accordance with applicable Canadian securities laws is an admission that any individual or entity named or referred to in this news release or in an “early warning” report of Orange owns or controls any described securities or is a joint actor with another individual or entity named or referred to in this news release.
Orange’s address and other contact information is set forth below. For further information, including to obtain a copy, once filed, of the “early warning” report required to be filed in accordance with applicable Canadian securities laws, contact Orange Capital at the address specified below.
SOURCE Orange Capital, LLC
For further information: Orange Capital, LLC, 1370 Avenue of the Americas, 23rd Floor, New York, NY 10019, USA; Attn: Daniel Lewis, Managing Member, Tel: 212-375-6040
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