UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
BAYTEX ENERGY CORP.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
07317Q105
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which
this Schedule Is Filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1.
|
Names
of Reporting Persons
Rocky Creek Resources, LLC
|
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) x (b) ¨
|
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
26,994,664
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
26,994,664
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
26,994,664
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent
of Class Represented By Amount in Row (9)
3.19%(1)
|
12. |
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
(1) Calculated based on 845,360,000 shares of the Issuer’s common
stock (“Common Shares”) outstanding as of September 30, 2023, as reported in the Issuer’s condensed interim unaudited
consolidated financial statements for the three and nine month periods ended September 30, 2023 and 2022 included as an exhibit to the
Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2023.
1.
|
Names
of Reporting Persons
JSTX Holdings, LLC
|
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) x (b) ¨
|
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
74,186,665
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
74,186,665
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
74,186,665
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent
of Class Represented By Amount in Row (9)
8.78%(1)
|
12. |
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
(1) Calculated based on 845,360,000 shares of the Issuer’s Common
Shares outstanding as of September 30, 2023, as reported in the Issuer’s condensed interim unaudited consolidated financial statements
for the three and nine month periods ended September 30, 2023 and 2022 included as an exhibit to the Form 6-K filed with the SEC on November
2, 2023.
1.
|
Names
of Reporting Persons
Juniper Capital III GP, L.P.
|
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) x (b) ¨
|
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
74,757,331
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
74,757,331
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
74,757,331
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent
of Class Represented By Amount in Row (9)
8.84%(1)
|
12. |
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
(1) Calculated based on 845,360,000 shares of the Issuer’s Common
Shares outstanding as of September 30, 2023, as reported in the Issuer’s condensed interim unaudited consolidated financial statements
for the three and nine month periods ended September 30, 2023 and 2022 included as an exhibit to the Form 6-K filed with the SEC on November
2, 2023.
1.
|
Names
of Reporting Persons
Juniper Capital II GP, L.P.
|
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) x (b) ¨
|
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
26,994,664
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
26,994,664
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
26,994,664
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent
of Class Represented By Amount in Row (9)
3.19%(1)
|
12. |
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
(1) Calculated based on 845,360,000 shares of the Issuer’s Common
Shares outstanding as of September 30, 2023, as reported in the Issuer’s condensed interim unaudited consolidated financial statements
for the three and nine month periods ended September 30, 2023 and 2022 included as an exhibit to the Form 6-K filed with the SEC on November
2, 2023.
1.
|
Names
of Reporting Persons
Juniper Capital Advisors, L.P.
|
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) x (b) ¨
|
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
101,751,995
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
101,751,995
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
101,751,995
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent
of Class Represented By Amount in Row (9)
12.04%(1)
|
12. |
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
(1) Calculated based on 845,360,000 shares of the Issuer’s Common
Shares outstanding as of September 30, 2023, as reported in the Issuer’s condensed interim unaudited consolidated financial statements
for the three and nine month periods ended September 30, 2023 and 2022 included as an exhibit to the Form 6-K filed with the SEC on November
2, 2023.
1.
|
Names
of Reporting Persons
Edward Geiser
|
2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) x (b) ¨
|
3.
|
SEC
Use Only |
4.
|
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
102,040,611
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
102,040,611
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
102,040,611
|
10. |
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11. |
Percent
of Class Represented By Amount in Row (9)
12.07%(1)
|
12. |
Type
of Reporting Person (See Instructions)
PN
|
|
|
|
|
(1) Calculated based on 845,360,000 shares of the Issuer’s Common
Shares outstanding as of September 30, 2023, as reported in the Issuer’s condensed interim unaudited consolidated financial statements
for the three and nine month periods ended September 30, 2023 and 2022 included as an exhibit to the Form 6-K filed with the SEC on November
2, 2023.
Baytex Energy Corp. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
2800, 520 - 3rd Avenue S.W.
Calgary, Alberta
T2P 0R3
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed
below, all of whom together are referred to herein as the “Reporting Persons”:
1. Rocky Creek
Resources, LLC
2. JSTX
Holdings, LLC
3. Juniper
Capital II GP, L.P.
4. Juniper
Capital III GP, L.P.
5. Juniper
Capital Advisors, L.P.
6. Edward
Geiser
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
2727 Allen Parkway, Suite 1850
Houston, Texas 77019
See Reponses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Common Shares
07317Q105
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable
| (a) | Amount beneficially owned: |
| | See responses to Item 9 on each cover page. |
| (b) | Percent of Class: |
| | See responses to Item 11 on each cover page. |
| (c) | Number of shares
as to which the Reporting Person has: |
| (i) | Sole power
to vote or to direct the vote: |
| | See responses to Item 5 on each cover page. |
| (ii) | Shared power
to vote or to direct the vote: |
| | See responses to Item 6 on each cover page. |
| (iii) | Sole power
to dispose or to direct the disposition of: |
| | See responses to Item 7 on each cover page. |
| (iv) | Shared power
to dispose or to direct the disposition of: |
| | See responses to Item 8 on each cover page. |
All percentages of beneficial ownership were calculated based
on 856,922,879 Common Shares outstanding as of June 23, 2023, as reported in the Registration Statement on Form F-3 filed with the SEC
on June 29, 2023.
26,994,664 Common Shares are directly held by Rocky Creek
Resources, LLC (“RCR”). Juniper Capital II, L.P., a Delaware limited partnership and investment fund (“Fund II”),
owns a majority of the membership interests in RCR. Juniper Capital II GP, L.P., a Delaware limited partnership (“Fund II GP”),
is the sole general partner of Fund II and has dispositive power of the Common Shares. Fund II’s agreement of limited partnership
dictates that the disposition of a material interest held by Fund II, such as the investment in the Issuer, must be approved by two of
the three members of the Investment Committee of Fund II GP, one of whom must be Edward Geiser. The day to day operations of Fund II
are managed by Juniper Capital Advisors, L.P. (“Advisors”), pursuant to a management agreement. Each of Fund II and Fund
II GP may be deemed to beneficially own the shares directly held by RCR.
74,186,665 Common Shares are directly held by JSTX Holdings,
LLC (“JSTX”), which is owned by Juniper Capital III, L.P., a Delaware limited partnership (“Fund III”). Juniper
Capital III GP, L.P., a Delaware limited partnership (“Fund III GP”), is the sole general partner of Fund III and has dispositive
power of the Common Shares. Fund III’s agreement of limited partnership dictates that the disposition of a material interest held
by Fund III, such as the investment in the Issuer, must be approved by two of the three members of the Investment Committee of Fund III
GP, one of whom must be Edward Geiser. The day to day operations of Fund III are managed by Advisors, pursuant to a management agreement.
Each of Fund III and Fund III GP, may be deemed to beneficially own the shares directly held by JSTX. Additionally, 570,666 Common Shares
are held directly by Fund III GP.
Advisors, through separate management agreements, has authority
to direct voting and disposition over 101,751,995 Common Shares directly held by RCR, JSTX and Fund III GP. Advisors was formed on July
24, 2014, is a registered investment advisor under the Investment Advisers Act of 1940, as amended, and is principally engaged in the
business of advising private funds and separate accounts that invest in securities for which it or its subsidiary serves as, direct or
indirect, investment manager, including Fund II and Fund III. Advisors is controlled by its general partner, Juniper Capital Advisors
GP, LLC. Edward Geiser is the sole member of Juniper Capital Advisors GP, LLC. Additionally, Mr. Geiser directly holds 288,616 Common
Shares. Each of Advisors and Mr. Geiser may be deemed to beneficially own all of the reported securities other than those held directly
by Mr. Geiser.
The filing of this Statement shall not be construed as an
admission that any of the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner
of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 7, 2024
|
Rocky Creek
Resources, LLC |
|
|
|
|
By: |
/s/
Edward Geiser |
|
Name: |
Edward Geiser |
|
Title: |
Authorized Person |
|
JSTX Holdings,
LLC |
|
|
|
|
By: |
/s/
Edward Geiser |
|
Name: |
Edward Geiser |
|
Title: |
Authorized Person |
|
Juniper Capital
II GP, L.P. |
|
|
|
|
By: |
/s/
Edward Geiser |
|
Name: |
Edward Geiser |
|
Title: |
Authorized Person |
|
Juniper Capital
III GP, L.P. |
|
|
|
|
By: |
/s/
Edward Geiser |
|
Name: |
Edward Geiser |
|
Title: |
Authorized Person |
|
Juniper
Capital Advisors, L.P. |
|
|
|
|
By: |
/s/
Edward Geiser |
|
Name: |
Edward Geiser |
|
Title: |
Authorized Person |
|
|
/s/
Edward Geiser |
|
|
Edward Geiser |
EXHIBIT LIST
Exhibit A |
Joint Filing Agreement,
dated as of June 20, 2023, incorporated by reference to Exhibit A to the Schedule 13G filed June 21, 2023. |
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