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Baytex Energy Corp. (NYSE:BTE)

May 14, 2013 5:00 pm ET

Executives

Raymond Tatsun Chan - Executive Chairman

Murray J. Desrosiers - Vice President, Corporate Secretary and General Counsel

Geoffrey J. Darcy - Vice President of Marketing

W. Derek Aylesworth - Chief Financial Officer

Brian G. Ector - Vice President of Investor Relations

Marty L. Proctor - Chief Operating Officer

Richard P. Ramsay - Vice President of Alberta/ B.C. Business Unit

James L. Bowzer - Chief Executive Officer, President and Director

Brett J. McDonald - Vice President of Land

Raymond Tatsun Chan

Good afternoon, ladies and gentlemen. My name is Ray Chan, and I'm the Executive Chairman of Baytex. I would like to welcome everyone here today and those who are listening on the webcast to our 2013 Annual and Special Meeting of the Shareholders of Baytex Energy Corp.

Joining me today at the front desk is Jim Bowzer, our President and Chief Executive Officer; and Murray Desrosiers, our Vice President, General Counsel and Corporate Secretary.

Our meeting today will be comprised of 3 parts: First, we will attend to the formal business of the meeting. Second, Mr. Bowzer will provide you with an update on Baytex activities. And then finally, we will open the floor to question. And following the Q&A period, we'll invite you to join us for refreshments.

Before proceeding with the business of the meeting, I would like to introduce the directors and officers of Baytex. Gentlemen, please stand when your name is called. The directors of Baytex are: Mr. John Brussa, Mr. Ed Chwyl, Mr. Naveen Dargan, Mr. Rusty Goepel, Mr. Greg Melchin, Mr. Dale Shwed, and along with Jim Bowzer and myself.

Now I would like to introduce the other members of the management team at Baytex: Derek Aylesworth, our Chief Financial Officer; Marty Proctor, our Chief Operating Officer; Kendall Arthur, our Vice President of the Saskatchewan business unit; Mr. Geoff Darcy, our Vice President of Marketing; Mr. Brian Ector, our Vice President, Investor Relations; Mr. Brett McDonald, our Vice President of Land; and Mr. Rick Ramsay, our Vice President in charge of the Alberta and BC business units.

Also, 3 other officers of the company who cannot be with us today: Mr. Steve Brownridge, our Vice President of Exploration, who works out of our Calgary office; and Mrs. Dan Anderson, Vice President of the U.S. business unit; and Mr. Tim Morris, our Vice President of U.S. Business Development, who works out of our Denver office.

The business of the meeting will now come to order. With the consent of the meeting, I will act as Chairman, Murray Desrosiers will act as secretary and Patricia Beaton and Kim MacKinnon [ph] of Valiant Trust Company will act as scrutineers.

To ensure that the meeting covers all of the business for which it was convened within a reasonable period of time, we have prearranged with a number of persons to move and second certain motions. This procedure is not on attempt to discourage participation but merely a way to expedite proceedings. For each item of business place before the meeting today, an opportunity will be provided to raise any questions, concerns or comments you may have. If you have question, please raise your hand and a microphone will be brought to you so that everyone here and on the webcast can hear your question.

I welcome all guests who are not registered shareholders or proxy holders and ask that they refrain from voting. I would also ask the shareholders who previously submitted their voting and instructions via mail, telephone or the Internet not to raise their hands when votes are taken, as their votes will be included in the final count

I will now ask Mr. Desrosiers to table the notice calling the meeting.

Murray J. Desrosiers

Mr. Chairman, I have received the confirmation from Valian Trust Company as to the due mailing of the notice of meeting, information circular proxy statement and proxy form. This confirmation will be kept with the minutes of the meeting.

Raymond Tatsun Chan

Thank you. With the consent of the meeting, the reading of the notice of meeting will be dispensed with. Business may be transacted at this meeting if 2 or more persons are present, holding or representing by proxy not less than 25% of the common shares entitled to vote at this meeting.

I will now ask Murray to read the report of the scrutineers.

Murray J. Desrosiers

Mr. Chairman, the scrutineers' report shows that there are present at the meeting 14 persons holding or representing by proxy 65,782,793 common shares or 53.54% of the common shares, which are entitled to be voted at the meeting.

Raymond Tatsun Chan

Thank you, Murray. I declare that there is a quorum present, and that the meeting is regularly called and properly constituted for the transaction of business. I direct that the scrutineers' report be kept with the minutes of this meeting.

I will now ask Murray to review the voting procedure for today's meeting.

Murray J. Desrosiers

Thank you, Mr. Chairman. Voting on fixing the number of directors to be elected and the appointment of the auditors will be conducted by show of hands unless a shareholder or proxy holder demands a ballot. Voting on the election of directors, the advisory vote on executive compensation and the approval of the unallocated restricted and performance awards under the share award incentive plan will be conducted by ballot. Registered shareholders and proxy holders should have been provided with a ballot when they registered with the scrutineers prior to the meeting. The scrutineers have included the 3 items of business to be voted on by ballot on a single sheet of paper. If you are a registered shareholder or proxy holder and you did not receive a ballot, please raise your hand so that the scrutineers can provide you with a ballot now.

Raymond Tatsun Chan

Thanks, Murray. We will now proceed with the business of the meeting.

The first item of business is the presentation of the financial statements for the year ended December 31, 2012 and the auditor's report thereon. A copy of the 2012 annual report, which includes financial statements, has been previously mailed to each registered shareholder and those beneficial shareholders who requested a copy and extra copies available here today. If any shareholder has a question about the financial statements, please ask it during the question-and-answer session following the presentation.

The next item of business is to fix the number of directors. May I please have a motion?

Unknown Attendee

Mr. Chairman, I move that the number of directors of Baytex Energy Corp. be fixed at 8.

Raymond Tatsun Chan

Thanks, Ms. Wilks. Is there a seconder for the motion?

Geoffrey J. Darcy

I second the motion.

Raymond Tatsun Chan

Thank you, Mr. Darcy. Is there any discussion on the matter -- on the motion?

Hearing none, would all those in favor signify by raising their right hand?

[Voting]

Raymond Tatsun Chan

Contrary, if any?

[Voting]

Raymond Tatsun Chan

I declare the motion carried.

The next item of business is the election of directors. I will now entertain the nomination for the 8 director positions.

W. Derek Aylesworth

Mr. Chairman, I nominate James. L Bowzer, John A. Brusa, Raymond T. Chan, Edward Chwyl, Naveen Dargan, R.E.T. Goepel, Gregory K. Melchin and Dale O. Shwed for election as directors of Baytex Energy Corp. to hold office until the next annual election of directors or until their successors are elected or appointed subject to the provisions of the Alberta Business Corporations Act and the bylaws of Baytex Energy Corp.

Raymond Tatsun Chan

Thank you, Mr. Aylesworth. Are there any further nominations?

As there are no further nominations, I now declare the nominations closed. In order to allow shareholders to register their votes on each individual director, voting on this item will proceed by ballot. The top portion of the ballot pertains to the election of directors. Please mark your vote for each director now. Please retain your ballot as it will be used for 2 additional items of business.

The next item of business is the appointment of auditors. May I please have a motion?

Unknown Attendee

Mr. Chairman, I move that Deloitte LLP, Chartered Accountants, of Calgary, Alberta be appointed auditors of Baytex Energy Corp. until the next annual meeting of shareholders or until their successor is appointed and that their remuneration be fixed by the Board of Directors.

Raymond Tatsun Chan

Thank you, Ms. Lee [ph]. Is there a seconder for the motion?

Unknown Attendee

I second the motion.

Raymond Tatsun Chan

Thank you, Mr. Cowen [ph]. Is there any discussion on the motion?

Hearing none, would all those in favor signify by raising their right hand?

[Voting]

Raymond Tatsun Chan

Contrary, if any?

[Voting]

Raymond Tatsun Chan

I declare the motion carried.

The next item of business is the advisory vote on executive compensation. The Board of Directors considers this advisory vote to be an important part of the ongoing process of engagement between the shareholders and the board. May I please have a motion?

Brian G. Ector

Mr. Chairman, I move on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in the information circular proxy statement delivered in advance of the 2013 Annual and Special Meeting of the Shareholders of Baytex Energy Corp.

Raymond Tatsun Chan

Thank you, Mr. Ector. Is there a seconder for the motion?

Patricia Beaton

I second the motion.

Raymond Tatsun Chan

Thank you, Ms. Beaton. Is there any discussion on the motion?

Hearing none, we will proceed to vote on this item by ballot. The middle portion of the ballot pertains to this item. Please mark your vote now. Please retain your ballot as it will be used for the next item of business.

The next item of business is to consider an ordinary resolution to approve that unallocated restricted and performance awards under the Share Award Incentive Plan of Baytex. May I please have a motion?

Marty L. Proctor

Mr. Chairman, I move that the ordinary resolution to approve the unallocated restricted and performance awards under the Share Award Incentive Plan as set out in the information circular proxy statement dated April 1, 2013, be approved.

Raymond Tatsun Chan

Thank you, Mr. Proctor. Is there a seconder for the motion?

Richard P. Ramsay

I second the motion.

Raymond Tatsun Chan

Thank you, Mr. Ramsay. Is there any discussion on this motion?

Hearing none, we will proceed to vote on this item by ballot. The bottom portion of the ballot pertains to this item. Please mark your vote now. Once you have completed your ballot, please raise your hand and the scrutineers will come and collect it.

To allow the scrutineers time to count the ballots, I will adjourn the meeting to allow Mr. Bowzer to give his presentation. Following the presentation, a question-and-answer period will follow. I will reconvene the meeting and report on the results of the ballots. Jim?

James L. Bowzer

Thank you, Ray, and good afternoon to everyone. Thank you for being here. I'd like to welcome the people on the webcast that have joined us today, as well as those many of the Baytex employees that could be here.

Before I begin, please note the advisory statements and oil and gas information on these pages. And I'll begin my presentation.

Baytex is a company where we are quite focused on what our business model is. There are 3 components to our business model. We are strongly focused on oil production, we pay a meaningful dividend, and we maintain a strong and conservative balance sheet.

By growth, when we talk about growth at Baytex, we typically mean organic growth. We are a very infrequent acquirer of companies or assets, and we have a well-defined long-range plan targeting growth in the range of 6% to 8%. In addition to our organic growth, we pay a meaningful dividend with an attractive yield of almost 7%.

Of course, this growth and income model can only succeed if you have strong capital efficiencies, which is exactly what we feel we have here at Baytex. And finally, we have a strong balance sheet with a debt to funds from operations ratio of about 1.4x., and we maintain a conservative payout ratio.

For a quick snapshot of Baytex, we are listed on both the New York and Toronto stock exchanges. We have an enterprise value of about $5.5 billion. Our monthly dividend sits at approximately $0.22 per month and currently yields just under 7%. Our reserve base is shown here on this slide, totaling 292 million barrels of oil equivalent. And we also have a contingent resource base of almost 800 million barrels.

For 2013, production guidance, which is shown at the bottom of this slide, that range is from 56,000 to 58,000 BOEs per day. And at the midpoint of this range, that equates to a 6% year-over-year growth basis -- growth on a boe basis or 8% on an oil basis. Our capital expenditures for the year are targeted at $520 million. Right now, we're currently producing over 56,000 barrels a day, and we are right on track with the successful execution of our operations to meet our targets this year.

This map highlights Baytex's key areas of operations. It clearly illustrates a couple of points. We are clearly focused as an oil producer. Approximately 89% of our 2013 production is weighted toward oil, and 93% of our reserve base is weighted toward oil. Heavy oil represents about 75% of our production base, and our key heavy oil assets are the Peace River area of North Central Alberta, shown here; and our Lloydminster area, which straddles the Alberta and Saskatchewan border. Significantly, these 2 areas provide some of the highest rate of return projects in all of North America, and we'll explore this a little bit more as we go make our way through the presentation. Our key light oil resource play is highlighted there in North Dakota in the Bakken Three Forks.

Just a couple of historical slides for you to step through. First, our production. Performance through time, going back to 2006, you can see that we have been able to achieve an 8% compound annual average growth rate in production. And for 2013, we're showing the midpoint of our guidance at about 57,000 BOEs per day.

Secondly, our historical reserve growth. Just as we have grown our production rates, our reserve base has consistently increased, reflecting a compound annual average growth rate of 12%. As I mentioned earlier, our contingent resources, here, I'll highlight for you the low, mid and high estimates, which ranged from 600 million to 1.2 billion barrels of oil.

Part of our growth and income business model is ensuring that we maintain a strong balance sheet. We ended the first quarter of 2013 with significant financial flexibility, having over $540 million of available undrawn credit facilities and no long-term debt maturities until 2021. Our debt to trailing funds from operations ratio is also very strong at 1.4x, and our debt to enterprise value is strong at just 10%.

I want to spend a couple of minutes talking about marketing of our crude oil, as we are a heavy producer. About 75% of our production is heavy, and the benchmark for that price of oil we received is Western Canadian select or WCS as I'll refer to, and that trades at a discount at WTI or West Texas intermediate. This chart shows the historical dollar difference to WTI versus WCS. The dark gray is on the bottom of the curve, and that is WCS. And we are also showing the dollar difference to WTI on the top curve for a barrel produced out of Mexico, which is priced in the U.S. Gulf Coast and refined in the U.S. Gulf Coast.

This is the brown line at the top of the curve. You can see that starting in 2011, we have an arrow pointing that out there, a significant discount -- disconnect emerged in the value of WCS versus the Mayan barrel, both of which are very similar in quality. This was due to transportation bottlenecks and moving WCS to market. So this tells us that the price we have been receiving for our oil has been heavily discounted versus those waterborne crudes in the Gulf Coast.

We believe at Baytex, we're on the verge a very exciting area for Canadian -- era for Canadian heavy oil as transportation options are rapidly changing. While pipeline projects continue to progress, the use of rail is rapidly expanding, thereby, significantly reducing transportation bottlenecks for WCS and, ultimately, the discount for WCS should reflect the cost of transportation from Western Canada to the Gulf Coast.

The projections going out on these curves are shown by PIRA, an independent research service, which indicates the differential for Canadian heavy has a very bright future, in other words, 12% to 18% discount from WTI as it moves out in time. And what does this mean for Baytex? Well, for every 1% improvement in WCS differential impacts our funds from operations on an annual basis by $15 million. So a step change in pricing will have a material impact on our cash flow going forward, and we believe this is beginning to occur this year.

I'll now give a brief overview of our assets, beginning at Peace River here in North Central Alberta. This area is located about 250 miles west of Fort McMurray, and our lands here identified on the slide in brown. Baytex has a total of 306 sections in the area, over 0.5 billion barrels of best-estimate contingent resources in the regions.

Baytex currently produces about 22,000 barrels per day today, primarily through our cold horizontal multilateral wells. Our cold development is taking place. As you can see on the map at West Harmon, Harmon Valley and Reno to the south. Our emerging thermal development is occurring in the Cliffdale area to the east in the Peace River area. There, we inject steam into the reservoir to improve recovery.

During the first quarter, we drilled 6 horizontal cold wells, and those wells established 30-day peak production rates of approximately 800 barrels a day, and our best well was over 1,000 barrels a day. These are among the highest rates we have ever drilled in the area. And needless to say, we are very excited about what we're seeing from this year's program. We have a significant project inventory here and are very much, we believe, in the early stages of reserve bookings.

The picture on the left here depicts our typical well design, approximately 8- to 10-mile long laterals per well, then we sometimes augment these wells with several shorter laterals. We are targeting the Bluesky formation at relatively shallow depths of 600 to 700 meters. This multilateral design has led to significant improvements in production rates and capital efficiencies. And depending on the region of the area that we are drilling, we see costs that range from $2.6 million to $3.4 million.

And as you can see at the chart on the right of this page, our associated production rates and EURs per well, which lead to some of the highest capital efficiencies, all under $10,000 per day barrel in North America. This year, we expect to drill approximately 37 of these lateral wells.

The second key area, core area I want to talk about is Lloydminster, which produces just under 20,000 barrels a day. As you can see, this region straddles the Alberta, Saskatchewan border and is comprised of 11-degree to 18-degree gravity crudes.

Our 2013 development plans include drilling 113 net wells, about 1/2 of which today are horizontal. Last year, we completed a $120 million acquisition in this area of oil sands leases near our existing Ardmore operations in the Cold Lake region. We have a SAGD project there. We are continuing work on what we call our Gemini SAGD project in the area, and expect to commence construction on the SAGD pilot facilities during the second quarter.

This illustration depicts the stack pay characteristics of the Lloydminster region, which we successfully developed not only through vertical and horizontal drilling, but water flooding and SAGD as well. I mentioned earlier our capital efficiencies at Peace River, which are very strong. As you can see on the right portion of this plot here, we also have very strong capital efficiencies at Lloydminster. Vertical wells, averaging around $11,000 per day barrel, while horizontal wells around $13,000 per day barrel, both of which are exceptionally strong.

Our drilling inventory continues to grow, especially as we expand the application of horizontal drilling to other zones that would have not historically been productive through the use of vertical drilling. With an inventory of approximately 6 years, we expect to see stable rates and production volumes going forward in this area.

The next core area is our Bakken/Three Forks development in North Dakota and Southern Saskatchewan. We have a significant contiguous land position here, totaling about 126 sections of land. We produce about 2,800 barrels per day from this play, and we certainly hope to make it a more meaningful portion of our portfolio as we move forward. As depicted on this slide, most of our development has targeted the Three Forks formation, with the middle Bakken presenting itself as a future potential target.

As the bottom chart illustrates on this slide, our drilling performance continues to improve within this key development area. And as illustrated on the graph on the left, our development going forward will generally be 1,280-acre spacing 2-mile-long horizontal wells. And our 2013 development plans in the region include 9 net wells for this year.

I want to highlight one slide that represents some independent research on our capital efficiencies prepared by Peters & Co. The key point here is as a company, we are in some of the highest rate of return projects that you will find in North America. This chart represents half-cycle payouts. As you can see, our Peace River multi-laterals pay out in under 1 year, our Lloyd program is under 1.5 years, and these fall on the top 10 of all plays in North America.

If you take a look at the fine print at the bottom of the page and look at the pricing assumptions, you will see those are fairly conservative as well. So arguably, our paybacks are less than what are represented on this slide, and our North Dakota development fares very well as well.

As I wrap up my presentation today, I want to highlight our plans for you in 2013. In 2013, we are investing capital not only to grow our overall volumes, but we are investing in 2 significant long-term EUR projects: our CSS development in Peace River and our SAGD project I mentioned at Cold Lake. In aggregate, we will spend $520 million in 2013, $430 million will be directed toward our conventional development and $90 million towards the 2 EUR projects I mentioned. We expect to drill in aggregate a total of 228 wells.

As we look out beyond 2013, you've heard about Baytex's portfolio of organic growth. And we all feel we have a very well-defined, long-range plan with targeted production growth of 6% on a BOE basis and 8% on an oil basis.

In summary, I'd like to leave you with 3 key takeaways with Baytex. First, we have a solid asset base with exceptional capital efficiencies. We have a resource potential on oil focus and a well-defined plan for growth going forward. Second, we are committed to paying a meaningful dividend to our shareholders. Third, we have a long-term track record of value creation, a strong balance sheet and a conservative payout ratio.

Most importantly, though, I would like to acknowledge the hard work and dedication of all of our Baytex employees, many of which are represented here today in the room. To our shareholders, I want to assure you that we have an exceptionally talented team who are aligned with our strategy, and they are capable of consistent execution and dedicated to the creation of shareholder value.

I'd like to thank you very much for being here today, and I'm happy to answer any questions that you may have at this time.

Sir?

Question-and-Answer Session

Unknown Attendee

[indiscernible] what would be the price that you were getting for your heavy oil, number one? And number two, at what price do you expect to breakeven [indiscernible]?

James L. Bowzer

It's really a couple of factors. And to answer your question, our netbacks, depending on which field you're talking about, are in the $40 range. We would be comfortable, another $10 to $15 below the current level in continuing to do what we do in our netback price. Now that can come a couple of ways, and the best way to explain that to you is WTI was actually higher in the second quarter or the fourth quarter of last year. And as we moved into the first quarter year, WTI came down some. However, the differential improved over that time frame. And with railing operations, we were actually able to receive a higher net back, we're delivering crude oil to the markets by rail in the first quarter than we did in the fourth quarter of last year. So it's really a combination of those 2 factors, and why I was showing the slide on differentials. That really has the propensity for that to change and improve over time is almost greater than the change in WTI price as well. But above $70, we feel very comfortable with executing our plans and hope to move forward in that manner.

Unknown Attendee

What is the price [indiscernible] before heavy oil now?

James L. Bowzer

Well, in our current rates, like I said, the netback we get is about right around $40 a barrel depending on which area.

Other questions? Sir, could we get you a mic here first so that we can hear your question?

Unknown Attendee

Could you give us a little background on what you mean by sophisticated risk management and does it include supply and demand considerations?

James L. Bowzer

Certainly. Really what we are referring to when we talk about that is our portfolio approach to how we hedge our pricing to minimize the risks that we received going forward and, in addition, market part of our crude oil by rail to different markets to get beyond this bottleneck that exist down in Cushing, Oklahoma that causes the discount to our crude here in Canada. And that's really what I mean by that. We have a very talented team of people that understand those markets. We were a first mover in moving things direct to refineries either by rail or pipe and cutting direct deals with fixed differentials that helps mitigate the volatility associated with these change that you see over time. And that's what I'm referring to, sir. Thank you.

Seeing no further questions, I will now turn the meeting back to Ray. Thank you for your attention.

Raymond Tatsun Chan

Thank you, Jim. The meeting will now reconvene. I will now ask Murray Desrosiers to report on the ballots conducted during the meeting today.

Murray J. Desrosiers

Mr. Chairman, I have received the report of the scrutineers on the ballots conducted at the meeting today. With respect to the election of directors, I am pleased to report that all of the nominees received the sufficient number of votes to be elected as directors of Baytex Energy Corp.

With respect to the advisory vote on executive compensation, the motion was carried, with 78% voting in favor.

With respect to the approval of the unallocated restricted and performance awards under the Share Award Incentive Plan, this motion was carried with 89% voting in favor.

Details of the votes can be attained from me after the meeting and will be filed on SEDAR shortly following the meeting.

Raymond Tatsun Chan

Thank you, Murray. This would close out the meeting. But before I ask for a motion to terminate, I just would like to take a minute to share some of my personal thoughts with all of you here.

Many of you would remember that 12 months ago, when I was chairing this meeting for Baytex, I was actually wearing more than one hat, and that's not because I want to increase my height. It has been definitely a very challenging 12 months for Baytex, for our industry, for the financial commodity and capital markets around the world. So I think we came through really well, a lot of new initiatives, a lot of changes were implemented, executed. And for that, I would like to thank the dedication and the hard work of all the employees. I want to thank the input and the execution of our management team. I want to thank the direction and the guidance provided by our Board of Directors. And I also want to thank the support of the capital market participants and, mostly, the continued loyalty and support of our shareholders.

With that, is there any further business to be brought before the meeting today?

Hearing none, could I please have a motion to terminate the meeting?

Brett J. McDonald

Mr. Chairman, I motion that the meeting be terminated.

Raymond Tatsun Chan

Thank you, Mr. McDonald. Is there a seconder for the motion?

Unknown Attendee

Mr. Chairman, I second the motion.

Raymond Tatsun Chan

Thank you, Ms. MacKinnon [ph]. Is there any discussion on the motion?

Hearing none, would all those in favor signify by raising their right hand?

[Voting]

Raymond Tatsun Chan

Contrary, if any?

[Voting]

Raymond Tatsun Chan

I declare the motion carried. Thank you, everyone, for your participation in the Baytex meeting. And we would like you to join us for refreshments and some visiting. Thank you.

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