EX-99.1 2 exh99_1.htm EXHIBIT 99.1 exh99_1.htm


Exhibit 99.1
 
Form 51-102F3
MATERIAL CHANGE REPORT
 
Item 1.
Name and Address of Company
 
Crescent Point Energy Corp. (“Crescent Point” or the “Company”)
2000, 585 – 8th Avenue S.W.
Calgary, AB T2P 1G1
 
Item 2.
Date of Material Change
 
June 30, 2015
 
Item 3.
News Release
 
A news release was disseminated through the services of Marketwired on June 30,
2015.
 
Item 4.
Summary of Material Change
 
Crescent Point announced that it has completed the acquisition of Legacy Oil + Gas Inc. (“Legacy”), a publicly-traded, light oil-weighted producer, pursuant to an arrangement agreement dated May 26, 2015 (the “Legacy Arrangement”).
 
 
Item 5.1
Full Description of Material Change
 
Crescent Point announced that it has acquired all of the issued and outstanding shares of Legacy.
 
Legacy was publicly-traded, and is a light oil-weighted producer with approximately 22,000 boe/d of high-netback production, of which more than 15,000 boe/d is from conventional and unconventional plays in Crescent Point’s core southeast Saskatchewan, Manitoba and North Dakota areas. The assets acquired (the “Legacy Assets”) include approximately 1,000 net sections of land, of which approximately 525 net sections are in southeast Saskatchewan. The southeast Saskatchewan lands include approximately 200 net sections in the emerging and highly-economic Midale light oil resource play.
 
Total consideration for the Legacy Arrangement is approximately $1.53 billion, comprised of approximately 18.2 million Crescent Point common shares valued at a five-day volume weighted average trading price at the time of announcement of $29.55 per Crescent Point common share, the assumption of net debt, anticipated adjustments for dissenting shareholders and transaction costs. The net debt assumed was significantly reduced through the Financing (defined below).
 
Crescent Point has upwardly revised its 2015 guidance for production and capital expenditures. The Company’s 2015 average daily production rate is expected to increase by approximately 6.6 percent to 162,500 boe/d from 152,500 boe/d, which is based on average second half 2015 production of approximately 20,000 boe/d from the Legacy Assets. Capital expenditures for the year are expected to increase by $100 million to $1.55 billion. Approximately 65 percent of the incremental capital expenditures is expected to be directed towards drilling and completions, with the remainder used for facilities and land investments. Crescent Point expects to revisit its capital budget during third quarter 2015 based on the Company’s continued efforts to improve overall capital costs and efficiencies, as well as its outlook for commodity prices.
 
 
 
 
 

 
 
 
In conjunction with the Legacy Arrangement, on June 16, 2015, the Company also closed a bought deal financing of common shares at $28.50 per share, raising gross proceeds of approximately $660 million (the “Financing”), which includes the proceeds from a partial exercise of the underwriters’ over-allotment option granted in association with the Financing. Net proceeds from the Financing were used to reduce assumed debt and transaction costs in connection with the acquisition of Legacy to approximately $334 million.
 
A total of 23,160,000 Crescent Point common shares have been issued under the Financing (including 2,100,000 common shares issued pursuant to the exercise of the over-allotment option) at a price of $28.50 per share for aggregate gross proceeds of approximately $660 million.
 
The Legacy acquisition is expected to provide Crescent Point with approximately 20,000 boe/d of high-netback production for the remainder of 2015, which is expected to increase the Company’s 2015 average production guidance by 10,000 boe/d to 162,500 boe/d, reflecting six month’s contribution from Legacy’s assets. The Company expects the Legacy assets to generate production of 20,000 to 25,000 boe/d in 2016 and the acquisition is expected to be accretive by five to nine percent to debt-adjusted production per share for 2016. In addition, the $1.74 billion of tax pools acquired as part of the Legacy acquisition are expected to further extend the Company’s tax horizon.
 
LEGACY ARRANGEMENT
 
Under the terms of the Legacy Arrangement, Crescent Point has acquired all of the issued and outstanding shares of Legacy at an exchange ratio of 0.095 Crescent Point common shares for each Legacy share. Crescent Point has also assumed approximately $967 million of net debt, including transaction costs (before the proceeds from the Financing). The Company’s aggregate consideration for Legacy was approximately $1.53 billion, based on a 5-day volume weighted average trading price of $29.55 per Crescent Point common share. This exchange ratio represents a premium of 36 percent to Legacy’s weighted average trading price in the 10 days prior to the April 17, 2015 announcement of FrontFour Capital Group LLC seeking to nominate three new directors to the Legacy board of directors.
 
The Legacy Assets increase Crescent Point’s position in its core area of southeast Saskatchewan and include a significant entry into the emerging Midale resource play. The Midale play is a highly economic, large oil-in-place pool, featuring low recovery to date and future growth potential through horizontal drilling and waterflood implementation. Crescent Point also acquired attractive conventional and unconventional assets, including Legacy’s Alberta assets, which are free cash flow positive with low decline rates and large oil-in-place.
 
Key attributes of the Legacy Assets:
 
 
·
Production of approximately 22,000 boe/d, of which approximately 82 percent is oil and liquids;
 
 
·
Approximately 1,000 net sections of land, of which approximately 750 are undeveloped;
 
 
·
Approximately 525 net sections of land located in southeast Saskatchewan, of which approximately 200 are in the Midale play;
 
 
·
Approximately 940 net internally identified drilling locations, of which approximately half are in the Midale play. Corporately, approximately 380 locations are booked as proved plus probable (“2P”) in the independent evaluators’ report referred to below;
 
 
·
An expected royalty rate of approximately 16 percent;
 
 
·
Expected operating costs of approximately $14.25/boe;
 
 
·
Netback of approximately $31.00/boe based on US$58.50/bbl WTI, Cdn$3.00/mcf AECO and US$/CDN$0.82 exchange rate; and
 
 
·
Significant tax pools estimated at approximately CDN$1.74 billion.
 
 
 
 
 

 
 
 
Reserves Summary
 
Crescent Point’s independent engineers have assigned reserves utilizing Crescent Point’s assumptions for development capital and pace of development and utilizing NI 51-101 reserve definitions, effective June 30, 2015, as follows:
 
 
·
Approximately 102.7 million boe of 2P reserves and 62.1 million boe of proved (“1P”) reserves; and
 
Reserve life index of 14.1 years 2P and 8.5 years 1P, based on production of 20,000 boe/d.
 
STRATEGIC RATIONALE
 
The successful completion of the Legacy Arrangement is consistent with the Company’s strategy of acquiring high-quality, large oil-in-place pools with low recovery factors. On a debt-adjusted per share basis, the Legacy Arrangement is expected to be accretive from a reserves, production and cash flow perspective, as well as to enhance the Company’s inventory of highly economic locations and lower its payout ratio.
 
The Legacy Assets continue to consolidate Crescent Point’s southeast Saskatchewan core area, which is expected to generate efficiencies and synergies in the Company’s operations and capital program in the area. The Legacy Assets have a high working interest of approximately 75 percent, which provides greater control in terms of the pace of development, technologies utilized and waterflood implementation. Legacy’s strategy of controlling large, light oil-in-place pools with significant development drilling inventory and waterflood potential fits well with Crescent Point’s business strategy. Crescent Point will look to capitalize on the opportunity to transfer its horizontal drilling, completions and waterflood expertise to the Legacy Assets. Significant infrastructure within the Legacy Assets is also expected to provide Crescent Point with long-term strategic and cost benefits.
 
FAIRNESS OPINIONS AND ADVISORS
 
BMO Capital Markets acted as financial advisor to Crescent Point and Macquarie Capital Markets Canada Ltd. acted as strategic advisor with respect to the Legacy Arrangement.
 
UPWARDLY REVISED GUIDANCE FOR 2015
 
Crescent Point continues to execute its business plan of creating sustainable value-added growth in reserves, production and cash flow through management’s integrated strategy of acquiring, exploiting and developing high-quality, long-life light and medium oil and natural gas properties in United States and Canada.
 
 
 
 
 

 
 
 
As a result of the Legacy Arrangement, Crescent Point upwardly revised its 2015 guidance for production. The Company’s 2015 average daily production is expected to increase by approximately 6.6 percent to 162,500 boe/d, which is based on second half 2015 production of approximately 20,000 boe/d from the Legacy Assets. Capital expenditures for the year are expected to increase by $100 million to $1.55 billion. Approximately 65 percent of the incremental capital expenditures is expected to be directed towards drilling and completions, with the remainder used for facilities and land investments.
 
As at May 21, 2015, and pro-forma the production added through the Legacy Arrangement, the Company had hedged 55 percent of its oil production, net of royalty interest, for the second half of 2015, at a weighted average price of approximately CDN$87.50/bbl and 31 percent for 2016 at a weighted average price of approximately CDN$83.00/bbl. The Company continues to be opportunistic in its hedging program, which has provided financial strength and stability since Crescent Point’s inception in 2001.
 
Crescent Point remains well positioned to execute on its total return strategy for shareholders due to its conservative business approach, its high-quality inventory base and its commitment to advancing technology and its waterflood program. The Company plans to revisit its revised $1.55 billion capital budget in third quarter, and will take into account the Company’s continued efforts to improve overall capital costs and efficiencies, as well as the outlook for commodity prices. Crescent Point remains committed to maintaining a strong financial position, its dividend and its long-term growth profile.
 
2015 GUIDANCE
 
The Company’s upwardly revised guidance for 2015 is as follows:
 
 
Production
 
Prior
   
Revised
 
Oil and NGL (bbls/d)
    140,600       148,800  
Natural gas (mcf/d)
    71,400       82,200  
Total (boe/d)
    152,500       162,500  
Cash dividends per share ($)
    2.76       2.76  
Capital expenditures (1)
               
Drilling and completions ($000)
    1,270,000       1,335,000  
Facilities, land and seismic ($000)
    180,000       215,000  
Total ($000)
    1,450,000       1,550,000  
 
(1) The projection of capital expenditures excludes acquisitions, which are separately considered and evaluated.
 
 
 
 

 
 
 
RESERVES DATA
 
Statements relating to “reserves” are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future. There are numerous uncertainties inherent in estimating quantities of crude oil, natural gas and NGL reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth above are estimates only. In general, estimates of economically recoverable crude oil, natural gas and NGL reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of oil and natural gas, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially. For these reasons, estimates of the economically recoverable crude oil, NGL and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues associated with reserves prepared by different engineers, or by the same engineers at different times, may vary. Crescent Point's and Legacy’s actual production, revenues, taxes and development and operating expenditures with respect to its reserves will vary from estimates thereof and such variations could be material.
 
DRILLING LOCATIONS
 
This material change report discloses drilling locations in three categories: (i) proved locations; (ii) probable locations; and (iii) unbooked locations. Proved locations and probable locations are derived from the Company's engineering report of the Legacy Assets and account for drilling locations that have associated proved and/or probable reserves, as applicable. Unbooked locations are internal estimates based on the prospective acreage associated with the Legacy Assets and an assumption as to the number of wells that can be drilled per section based on industry practice and internal review. Unbooked locations do not have attributed reserves. Of the approximately 940 (net) drilling locations identified herein, 126 are proved locations, 260 are probable locations and the remaining are unbooked locations. Unbooked locations have been identified by management as an estimation of our multi-year drilling activities based on evaluation of applicable geologic, seismic, engineering, production and reserves information. There is no certainty that the Company will drill all unbooked drilling locations and if drilled there is no certainty that such locations will result in additional oil and gas reserves or production. The drilling locations on which we actually drill wells will ultimately depend upon the availability of capital, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual drilling results, additional reservoir information that is obtained and other factors. While certain of the unbooked drilling locations have been de-risked by drilling existing wells in relative close proximity to such unbooked drilling locations, other unbooked drilling locations are farther away from existing wells where management has less information about the characteristics of the reservoir and therefore there is more uncertainty whether wells will be drilled in such locations and if drilled there is more uncertainty that such wells will result in additional oil and gas reserves or production.
 
NON-GAAP FINANCIAL MEASURES
 
Throughout this material change report, the Company uses the terms “netback”, “payout ratio” and “net debt”. These terms do not have any standardized meaning as prescribed by IFRS and, therefore, may not be comparable with the calculation of similar measures presented by other issuers.
 
 
 
 

 
 
 
Netback is calculated on a per boe basis as oil and gas sales, less royalties, operating and transportation expenses and realized derivative gains and losses. Netback is used by management to measure operating results on a per boe basis to better analyze performance against prior periods on a comparable basis.
 
Payout ratio is calculated on a percentage basis as adjusted dividends divided by funds flow from operations. Payout ratio is used by management to monitor the dividend policy and the amount of funds flow from operations retained by the Company for capital reinvestment.
 
Net debt (in respect of the Legacy Arrangement) is calculated as Legacy’s current liabilities and long-term debt, less current assets and investment in associate, excluding derivatives and reclamation fund and estimated as at time of closing and inclusive of transaction costs.
 
FORWARD-LOOKING STATEMENTS
 
Certain statements contained in this material change report constitute "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. The Company has tried to identify such forward-looking statements by use of such words as "could", "should", "can", "anticipate", "expect", "believe", "will", "may", “intend”, “projected”, “sustain”, “continues”, “strategy”, “potential”, “projects”, “grow”, “take advantage”, “estimate”, “well-positioned” and other similar expressions, but these words are not the exclusive means of identifying such statements.
 
In particular, this material change report contains forward-looking statements pertaining to the following: the performance characteristics of Crescent Point's and Legacy’s oil and natural gas properties; oil and natural gas production levels; capital expenditure programs; drilling programs; the quantity of Crescent Point's and Legacy’s oil and natural gas reserves and anticipated future cash flows from such reserves; the quantity of drilling locations in inventory; projections of commodity prices and costs; anticipated benefits of the Legacy Arrangement to Crescent Point, including on the sustainability of Crescent Point's business model, dividend and on per share reserves, production, cash flow on a debt-adjusted basis, payout ratio, total debt (after giving effect to the Financing) and drilling inventory; expected royalty rates and netbacks on the Legacy Assets; the anticipated closing of the Financing; use of proceeds from the Financing; Crescent Point's upwardly revised production and capital expenditures guidance and anticipated third quarter review of its current capital budget; the growth potential of the Midale play through the transfer of Crescent Point's horizontal drilling and completions technology expertise, including waterflood programs; the ability of Crescent Point to execute its strategy in a low oil price environment; supply and demand for oil and natural gas; expectations regarding the ability to raise capital and to continually add to reserves through acquisitions and development; expected debt levels and credit facilities; and treatment under governmental regulatory regimes.
 
There are risks also inherent in the nature of the proposed Legacy Arrangement, including failure to realize anticipated synergies or cost savings; risks regarding the integration of the two entities; incorrect assessment of the value of Legacy; and failure to obtain the required shareholder, court, regulatory and other third party approvals.
 
 
 
 

 
 
 
All forward-looking statements are based on Crescent Point’s beliefs and assumptions based on information available at the time the assumption was made. Crescent Point believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon. By their nature, such forward-looking statements are subject to a number of risks, uncertainties and assumptions, which could cause actual results or other expectations to differ materially from those anticipated, expressed or implied by such statements, including those material risks discussed in our Annual Information Form under “Risk Factors” and our Management’s Discussion and Analysis for the year ended December 31, 2014, under the headings “Risk Factors” and “Forward-Looking Information.” The material assumptions are disclosed in the Management’s Discussion and Analysis for the year ended December 31, 2014, under the headings “Dividends”, “Capital Expenditures”, “Decommissioning Liability”, “Liquidity and Capital Resources”, “Critical Accounting Estimates”, “Changes in Accounting Policies” and “Outlook” and in Management’s Discussion and Analysis for the period ended March 31, 2015 under the heading “Dividends”, “Capital Expenditures”, “Decommissioning Liability”, “Liquidity and Capital Resources”, “Critical Accounting Estimates”, “Changes in Accounting Policies” and “Outlook” and include, but are not limited to: financial risk of marketing reserves at an acceptable price given market conditions; volatility in market prices for oil and natural gas; delays in business operations, pipeline restrictions, blowouts; the risk of carrying out operations with minimal environmental impact; industry conditions including changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; uncertainties associated with estimating oil and natural gas reserves; economic risk of finding and producing reserves at a reasonable cost; uncertainties associated with partner plans and approvals; operational matters related to non-operated properties; increased competition for, among other things, capital, acquisitions of reserves and undeveloped lands; competition for and availability of qualified personnel or management; incorrect assessments of the value of acquisitions and exploration and development programs; unexpected geological, technical, drilling, construction and processing problems; availability of insurance; fluctuations in foreign exchange and interest rates; stock market volatility; failure to realize the anticipated benefits of acquisitions; general economic, market and business conditions; uncertainties associated with regulatory approvals; uncertainty of government policy changes; uncertainties associated with credit facilities and counterparty credit risk; and changes in income tax laws, tax laws, crown royalty rates and incentive programs relating to the oil and gas industry. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Crescent Point’s future course of action depends on management’s assessment of all information available at the relevant time.
 
Barrels of oil equivalent (“boes”) may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
 
This material change report contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about Crescent Point's prospective results of operations, cash flows, and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained herein is made as of the date of this material change report and is provided for the purpose of describing the anticipated effects of the financing, the acquisition and the Company’s resulting revised budget on Crescent Point's business operations. Crescent Point disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.
 
 
 
 

 
 
 
Additional information on these and other factors that could affect Crescent Point’s operations or financial results are included in Crescent Point’s reports on file with Canadian and U.S. securities regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed herein or otherwise and Crescent Point undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required to do so pursuant to applicable law. All subsequent forward-looking statements, whether written or oral, attributable to Crescent Point or persons acting on the Company’s behalf are expressly qualified in their entirety by these cautionary statements.
 
Item 5.2.
Disclosure for Restructuring Transactions
 
Not applicable.
 
Item 6.
Reliance on subsection 7.1(2) of National Instrument 51-102
 
Not applicable. This material change report is not being filed on a confidential
basis.
 
Item 7.
Omitted Information
 
No information has been omitted.
 
Item 8.
Executive Officer
 
For further information contact Scott Saxberg, President and Chief Executive Officer or Greg Tisdale, Chief Financial Officer.
 
Telephone: (403) 693-0020
 
Item 9.
Date of Report
 
July 9, 2015