Pine Cliff Energy acquires Certus Oil & Gas in $100 million deal to expand Alberta operations

Company

Pine Cliff Energy

Law Firm / Organization
Bennett Jones LLP

Company

Certus Oil & Gas Inc.

Law Firm / Organization
Dentons Canada LLP
Lawyer(s)

James O'Sullivan

On October 31, 2023, Pine Cliff Energy Ltd. announced its agreement to acquire Certus Oil & Gas Inc for $100 million in cash, funded by cash on hand and a new secured term debt facility. The transaction, expected to close by the end of 2023, is fully supported by both companies' boards. This acquisition aims to expand Pine Cliff's operations into Western-Central Alberta, adding significant production and development locations. It's projected to enhance Pine Cliff’s operating netback and increase exposure to crude oil and natural gas liquids, with the acquired reserves' before-tax value estimated at $112.5 million. The deal, aligning with Pine Cliff’s growth and shareholder return strategy, is anticipated to improve per-share metrics and free funds flow.

Pine Cliff has arranged a three-year term debt facility with a private institutional investor, carrying an interest rate of Canadian Prime Rate plus 3.65%. Additionally, Pine Cliff declared a monthly dividend, maintaining its dividend strategy supported by a conservative balance sheet.

For the transaction, Haywood Securities Inc and Paradigm Capital served as Pine Cliff's financial advisors. TPH&Co (Perella Weinberg Partners) acted as the strategic advisor, while Stifel Canada advised Certus. The deal involves significant shareholder lock-up agreements, with customary protections and detailed documentation to be shared with Certus shareholders, facilitating their decision-making regarding the offer.

Merger & Acquisition
Energy
$ 100,000,000
Active
13 December 2023