Baytex Energy Corp. (TSX:BTE) entered into a non-binding letter of intent to acquire Raging River Exploration Inc. (TSX:RRX) for CAD 1.6 billion on June 4, 2018. As per the consideration, Raging River shareholders will receive directly or indirectly, 1.36 common shares of Baytex for each Raging River Share owned. Baytex Energy Corp. entered into an agreement to acquire Raging River Exploration Inc. on June 17, 2018. Upon completion of the transaction, existing holders of Baytex Shares and Raging River Shares will collectively own approximately 43% and 57%, respectively, of the combined enterprise on a non-diluted basis. Pursuant to the transaction, Raging River will become a direct wholly-owned subsidiary of Baytex. Post-acquisition, Raging River will maintain the listing of the Raging River Shares on the TSX. The combined organization will operate under the Baytex name. The agreement provides for mutual non-completion fees of CAD 50 million in the event the transaction is not completed or is terminated by either party in certain circumstances. The combined organization will be led by Edward LaFehr, President and Chief Executive Officer of Baytex, Richard Ramsay, Chief Operating Officer of Baytex, and Rodney Gray, Chief Financial Officer of Baytex. Bruce Beynon, the current President of Raging River, will join Baytex as Executive Vice President with responsibility for Exploration, Land and Corporate Development. Jason Jaskela, the current Chief Operating Officer of Raging River, will join Baytex as Vice President of the East Duvernay Shale oil play, reporting directly to the Chief Executive Officer. In addition, a majority of the Raging River management team and staff will have key roles in the combined company. The Board of Directors of the combined company will consist of six members of the Baytex Board and four members of the Raging River Board. Neil Roszell, Executive Chairman and Chief Executive Officer of Raging River, will serve as Chairman and Raymond Chan will serve as lead independent director. The Board of Directors of the combined company will also include Edward LaFehr, Mark Bly, Trudy Curran, Naveen Dargan and Gregory Melchin from the Baytex Board and Gary Bugeaud, Kevin Olson and Dave Pearce from the Raging River Board. The transaction requires approval by at least 66.67% of the votes cast by holders of Raging River Shares and approval by at least 50% of the votes cast by holders of Baytex Shares present in the special meeting of shareholders. The transaction is also subject to approval by the Court of Queen's Bench of Alberta, approval of the Toronto Stock Exchange and the New York Stock Exchange, approval under the Competition Act (Canada), HSR Act approval, holders of not more than 5% of the issued and outstanding Raging River shares shall have exercised, and not withdrawn, Dissent Rights, regulatory and governmental approvals and is subject to the satisfaction or waiver of other customary closing conditions. The transaction is also subject to resignations of each of the Directors of Raging River and Ranging River’s net debt as on May 31, 2018 not to be greater than CAD 310 million, and listing of new shares on TSX. The Board of Directors of Baytex and Raging River have unanimously approved the transaction and recommended the shareholders to vote in favor of the transaction. All of the Directors and Officers of Raging River have entered into agreements with Baytex pursuant to which they have agreed to vote their Raging River shares in favor of the transaction. Based on the unanimous recommendation from a special committee comprised of independent directors of Raging River, Raging River Board unanimously approved the transaction. As on July 3, 2018, the transaction has been approved by Alberta Court of Queen's Bench. The transaction is anticipated to close in mid of August 2018. As of July 20, 2018, the transaction is expected to close on or about August 22, 2018. As on August 21, 2018, the transaction was approved by the shareholders of Raging River Exploration and Baytex Energy Corp. The combined company expects to generate adjusted funds flow in 2019 of approximately CAD 1 billion, resulting in a net debt to adjusted funds flow ratio of 1.9x at year-end 2019. GMP Securities L.P. acted as financial advisor for Raging River and provided fairness opinion to Raging River Board. National Bank Financial Inc. acted as financial advisor for Raging River and provided fairness opinion to special committee of Raging River. CIBC World Markets Inc. acted as financial advisor to Baytex and provided fairness opinion to Baytex Board. Scotia Capital Inc. acted as financial advisor and Keith R. Chatwin, Kayla Zachariassan, Rhonda Parhar, Julie D'Avignon, Susan M. Hutton, Jessica Rutledge, Gary Clarke and Cheryl Rea of Stikeman Elliott LLP acted as the legal advisor to Baytex. Edward Brown, Jeffrey Sharpe, Bronwyn Inkster, Nigel Behrens, Emily McDermott, Jeffrey Holloway, Joanne Luu, Kirk Lamb, Katherine Pybus, Brittney LaBranche, Jon Ozirny and Bob Graham of Burnet, Duckworth & Palmer LLP acted as the legal advisor to Raging River. Computershare Trust Company Of Canada acted as transfer agent for both Baytex and Raging River. Andrew Foley, Ted Maynard and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Raging River Exploration Inc. Laurel Hill Advisory Group, LLC acted as information agent for both Baytex and Raging River.