July 6 (Reuters) - Paramount Resources Ltd POU.TO :
* Paramount Resources Ltd enters into an agreement to sell
310 net sections of its deep basin musreau/kakwa assets to seven
Generations Energy Ltd for total consideration of $1.9 billion
* Seven Generations provided paramount with a $80 million
deposit, non-refundable except for certain instances as
specified in agreement
* Seven Generations will also assume Paramount's processing
and transportation commitments relating to assets
* A canadian chartered bank has committed to provide company
with a new $410 million credit facility upon closing of
transaction
* New credit facility will amend and replace Paramount's
existing credit facility
* New facility will have two tranches, an extendible
borrowing base tranche and a one year non-extendible margin
tranche
* Consideration is comprised of C$475 million in cash, 33.5
million class a shares of 7G, 7G's assumption of Paramount's
senior unsecured notes
* Initial capital spending for pro forma co will be focused
on expanding company's existing 4,500 boe/d karr/gold creek
development
* Norton Rose Fulbright Canada LLP is acting as legal
counsel to paramount on transaction
* Total consideration of approximately $1.9 billion
* Transaction was unanimously approved by both companies'
boards of directors
* Intends to commence a conditional consent solicitation in
early to mid-July with regards to its senior unsecured notes due
2019
* Agreement provides for $80 million termination fee payable
by paramount to seven generations in some circumstances
* After deal, Paramount will hold about 10 percent of
outstanding 7G shares and will have approximately 10,500 boe/d
of production
* Consent solicitation conditional on minimum acceptance
from noteholders holding at least $100 million notes, with
maximum of $300 million
* Clayton H. Riddell, paramount's executive chairman, has
entered into a voting support agreement with Seven Generations
* Pursuant to voting support agreement, Riddell agreed to
vote all of class a shares of co owned/controlled by him in
favour of deal
* BMO capital markets is acting as financial advisor to
paramount on transaction
Source text for Eikon: ID:nCCNVnqHn
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