Filed by Sabine Oil & Gas LLC
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Forest Oil Corporation
Commission File No.: 001-13515
Sabine Oil & Gas LLC posted the following investor presentation to its website on May 13, 2014:
 Combination of
Sabine Oil & Gas LLC and Forest Oil Corporation
May 6, 2014 |
 Forward Looking
Statements 1
IMPORTANT
ADDITIONAL
INFORMATION
WILL
BE
FILED
WITH
THE
SEC
In
connection
with
the
proposed
transactions,
New
Forest
Oil
Inc.
(which
will
be
renamed
Sabine
Oil
&
Gas
Corporation
as
of
the
closing
of
the
proposed
transaction)
(“Holdco”)
intends
to
file
with
the
SEC
a
registration
statement
on
Form
S-that
will
include
the
proxy
statement
of
Forest
Oil
Corporation
that
also
constitutes
a
prospectus
of
Holdco.
Each
of
Holdco
and
Forest
Oil
Corporation
also
plan
to
file
other
relevant
documents
with
the
SEC
regarding
the
proposed
transactions.
INVESTORS
ARE
URGED
TO
READ
THE
PROXY
STATEMENT/PROSPECTUS
AND
OTHER
RELEVANT
DOCUMENTS
FILED
WITH
THE
SEC
IF
AND
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION.
You
may
obtain
a
free
copy
of
the
joint
proxy
statement/prospectus
(if
andwhen
it
becomes
available)
and
other
relevant
documents
filed
by
Holdco
and
Forest
Oil
Corporation
with
the
SEC
at
the
SEC’s
website
at
www.sec.gov.
You
may
also
obtain
these
documents
by
contacting
Holdco
or
Forest
Oil
Corporation
at
Forest
Oil
Corporation’s
Investor
Relations
department
at
www.forestoil.com
or
by
email
at
IR@forestoil.com.
PARTICIPANTS
IN
THE
SOLICITATION
Holdco,
Forest
Oil
Corporation,
Sabine
Oil
&
Gas
LLC
and
their
respective
directors
and
executive
officers
and
other
members
of
management
and
employees
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
in
respect
of
the
proposed
transactions.
Information
about
Forest
Oil
Corporation’s
directors
and
executive
officers
is
available
in
Forest
Oil
Corporation’s
proxy
statement
dated
March
26,
2014,
for
its
2014
annual
meeting
of
shareholders.
Information
about
Sabine
Oil
&
Gas
LLC’s
directors
and
executive
officers
was
filed
by
Sabine
Oil
&
Gas
LLC
with
the
SEC
on
May
6,
2014
pursuant
to
Rule
14a-12
promulgated
under
the
Securities
Exchange
Act
of
1934.
Other
information
regarding
the
participants
in
the
proxy
solicitations
and
a
description
of
their
direct
and
indirect
interests,
by
security
holdings
or
otherwise,
will
be
contained
in
the
proxy
statement/prospectus
and
other
relevant
materials
to
be
filed
with
the
SEC
regarding
the
proposed
transactions
when
they
become
available.
Investors
should
read
the
proxy
statement/prospectus
carefully
when
it
becomes
available
before
making
any
voting
or
investment
decisions.
You
may
obtain
free
copies
of
these
documents
from
Holdco
or
Forest
Oil
Corporation
using
the
sources
indicated
above.
This
document
shall
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities,
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or
sale
would
be
unlawful
prior
to
registration
or
qualification
under
the
securities
laws
of
any
such
jurisdiction.
No
offering
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10
of
the
U.S.
Securities
Act
of
1933,
as
amended.
CAUTIONARY
NOTE
REGARDING
FORWARD-LOOKING
STATEMENTS
This
document
contains
forward-looking
statements
concerning
the
proposed
transactions,
its
financial
and
business
impact,
management’s
beliefs
and
objectives
with
respect
thereto,
and
management’s
current
expectations
for
future
operating
and
financial
performance,
based
on
assumptions
currently
believed
to
be
valid.
Forward-looking
statements
are
all
statements
other
than
statements
of
historical
facts.
The
words
“anticipates,”
“may,”
“can,”
“plans,”
“believes,”
“estimates,”
“expects,”
“projects,”
“intends,”
“likely,”
“will,”
“should,”
“to
be,”
and
any
similar
expressions
or
otherwords
of
similar
meaning
are
intended
to
identify
those
assertions
as
forward-looking
statements.
It
is
uncertain
whether
the
events
anticipated
will
transpire,
or
if
they
do
occur
what
impact
they
will
have
on
the
results
of
operations
and
financial
condition
of
Holdco,
Forest
Oil
Corporation
or
Sabine
Oil
&
Gas
LLC.
These
forward-looking
statements
involve
significant
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
those
anticipated,
including
but
not
limited
to
the
ability
of
the
parties
to
satisfy
the
conditions
precedent
and
consummate
the
proposed
transactions,
the
timing
of
consummation
of
the
proposed
transactions,
the
ability
of
the
parties
to
secure
regulatory
approvals
in
a
timely
manner
or
on
the
terms
desired
or
anticipated,
the
ability
of
Holdco
to
integrate
the
acquired
operations,
the
ability
to
implement
the
anticipated
business
plans
following
closing
and
achieve
anticipated
benefits
and
savings,
and
the
ability
to
realize
opportunities
for growth. Other important
economic, political, regulatory, legal, technological,
competitive and other uncertainties are identified in the documents filed with the
SEC by Holdco or Forest
Oil
Corporation
from
time
to
time,
including
Forest
Oil
Corporation’s
Annual
Reports
on
Form
10-K,
Quarterly
Reports
on
Form
10-Q,
and
Current
Reports
on
Form
8-K.
For
additional
information
on
the
risks
and
uncertainties
that
could
impact
Sabine
Oil
&
Gas
LLC’s
business
and
operations,
please
see
the
Annual
Report
posted
to
the
investor
relations
section
of
itsweb
site
at
www.sabineoil.com.
The
forward-looking
statements
including
in
this
document
are
made
only
as
of
the
date
hereof.
None
of
Holdco,
Forest
Oil
Corporation
nor
Sabine
Oil
&
Gas
LLC
undertakes
any
obligation
to
update
the
forward-looking
statements
included
in
this
document
to
reflect
subsequent
events
or circumstances. |
 »
All-stock strategic combination between Sabine Oil & Gas LLC (“Sabine”) and
Forest Oil Corporation (“Forest”
or “FST”) under a newly incorporated public
holding company, Sabine Oil & Gas Corporation (“SABO”), expected to be listed
on the NYSE
»
Company headquarters –
Houston, Texas
»
Each Forest share to be exchanged for 0.1 shares of SABO
•
Designed to replicate a 10 for 1 reverse stock split
»
Former Sabine unitholders to own 73.5% of pro forma shares
»
Former Forest shareholders to own 26.5% of pro forma shares
»
Board representation proportional to ownership interest
•
6 current Sabine directors, 2 current Forest directors
•
C-Suite Team from Sabine
•
David Sambrooks –
Chairman and Chief Executive Officer
•
Shane Bayless –
Chief Financial Officer
•
Todd Levesque –
Chief Operating Officer
»
Approval by Forest shareholders
»
Customary regulatory approvals
»
Closing expected in late Q3 / early Q4
Transaction Summary
2
Transaction
Overview
Consideration
Board /
Management
Key
Conditions
/
Timing |
 »
Extensive overlap in top two asset areas: East Texas and Eagle Ford
»
Creates a leading East Texas position of ~207,000 net acres
•
Compelling
inventory
of
high
return,
liquids-rich
Cotton
Valley
Sand
opportunities
•
Significant
inventory
of
Haynesville
drilling
opportunities
with
compelling
current
economics
and
significant
upside
value
»
Complementary positions in the Eagle Ford, creating significant scale of ~65,000 net
acres •
Sabine’s Eagle Ford results top 10% in the industry in 2013
»
Combined
12/31/13
proved
reserves
of
1.5
Tcfe
(71%
gas)
and
2014E
production
of
~345
Mmcfed
(65%
gas)
based
on
based
on
respective
company
guidance
»
Substantial production and cash flow growth
•
Over 20% pro forma 2014E production growth
»
Cost savings from reduced overhead and streamlined operations
»
Ability to optimize capital allocation on $800 -
$825 million capital program
»
Will apply top tier operational results across portfolio
»
Liquidity to fund drilling program through 2015 without accessing capital markets
»
Clear path to improving balance sheet through property divestments and optimized capital
allocation -
to be implemented as a top priority
»
First Reserve, an energy-focused private equity firm, remains a controlling
shareholder Strategic Rationale
3
Complementary
Asset Positions
Scale and
Growth
Operating
Synergies
Capitalization |
 Leadership
4
David Sambrooks
Chief Executive Officer
•
Former Vice President and General Manager of Devon Energy Corporation's Southern Division and
prior to that,
their International Division
•
Over his thirty-four years of experience, held various executive, business development
and engineering positions with Sun Oil Company / Oryx Energy and Santa Fe Energy
Resources / Santa Fe Snyder Corporation
•
Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin
and a Master of Business Administration from the Executive Program at the University
of Houston Shane Bayless
Executive Vice President and
Chief Financial Officer
•
Former Executive Vice President -
Chief Financial Officer and Treasurer with Petrohawk Energy
•
Over his twenty-four years of experience, held various executive and senior positions
with 3TEC Energy, Encore Acquisition Company, Hugoton Energy and Ernst &
Young •
Bachelor of Science in Accounting from Wichita State University and a Certified Public
Accountant Todd Levesque
Executive Vice President and
Chief Operating Officer
•
Previously served as Senior Vice President of Engineering and Development of Sabine
•
Over
his
twenty-two
years
of
experience,
held
various
engineering
and
management
positions
with
Devon/Ocean
Energy,
Burlington
Resources
and
Amerada
Hess
•
Bachelor of Science degree in Petroleum Engineering from Texas A&M University
»
The combined company’s management team has been together since Sabine’s formation in
2007, delivering top-tier well results and production/cash flow/asset growth
|
 T E X A S
O K L A H O M A
L O U I S I A N A
M I S S I S S I P P I
Sabine
Acreage Forest Acreage
Complementary Asset Footprints
5
1
Daily production representative of 1Q 2014 production
2
Does not include additional acreage in North Louisiana or ~71,000 DK exploratory net acres in
East Texas Map of Acreage Position
(1)
•
~64,500 net acres
•
74 Mmcfe/d (31% gas)
Gonzales
DeWitt
Lavaca
Karnes
Wilson
Eagle Ford
A R K A N S A S
Arkoma
Mississippi
•
~207,000
net
acres
(2)
•
178
Mmcfe/d
(81%
gas)
Panola
De Soto
Caddo
Rusk
Gregg
Smith
Cherokee
Upshur
Marion
Harrison
East Texas
Combined Total
»
~424,000 net acres
»
~290 Mmcfe/d current
production (67% gas)
»
1,464 Bcfe proved
reserves (61% PD; 71%
gas)
»
Creates one of the
largest East Texas
positions with
concentrated and
contiguous acreage
Granite Wash
•
~33,500 net acres
•
15 Mmcfe/d (29% gas)
Permian Basin
•
~60,250 net acres
•
No material production
•
~35,000 net acres
•
22 Mmcfe/d (100% gas)
•
~14,600 net acres
•
No current production |
 Pro Forma Asset
Profile 6
FY2014E Production Guidance
Proved Reserves
(1)
Acreage (in thousands)
Bcfe
Mmcfe/d
Net acres
(70%)
(30%)
(73%)
(27%)
(71%)
(29%)
(65%)
(35%)
(35%)
(65%)
(65%)
(35%)
1
As of 12/31/13
2
Per current guidance
3
Represents combination of current standalone guidance from Forest and Sabine management
4
Does not include additional ~71,000 DK net acres in East Texas
5
Excludes East Texas acreage
(2)
(3)
(4)
(5)
(2) |
 Pro Forma Asset
Profile Versus Comps 7
2014E Production
(2)
Proved Reserves
(1)
Bcfe
MMcfe/d
»
Combined company gains significant scale; aligns with gas-weighted peers with focus on
East Texas 134% proved
reserve increase
to Forest
176% 2014E
production increase
to Forest
% Gas
75%
61%
94%
40%
71%
90%
70%
39%
73%
31%
77%
44%
11%
1
Per company press releases and SEC filings. Reserves data includes most recent information
released by listed companies 2
Peers 2014E production per FactSet estimates. Sabine and Forest 2014E production per Sabine and
Forest guidance 3
Percent gas per latest daily production from company press releases and SEC filings
(3)
% Gas
79%
63%
93%
89%
37%
67%
67%
74%
42%
32%
48%
13%
68% |
 Industry Leading
East Texas Position 8
Acreage Location
Asset Overview
»
Combination
creates
large,
contiguous
acreage
position
providing
critical
mass
in
region
»
Evolving completion techniques, lower costs and improving gas prices leading to
better economics and increased activity
»
Multi-play basin with opportunities in the Cotton Valley (multiple benches),
Haynesville, Bossier, Pettet and Travis Peak
»
2013
Combined
Cotton
Valley
Sand
Program
–
11
wells
»
2013
Sabine
Haynesville
Program
–
7
wells
»
2014 Plans
•
Currently running four rigs in liquids-rich Cotton Valley play
•
Test new Haynesville well design, $700k potential capital savings
•
Evaluating drilling program for combined company, potential for increased
activity
East Texas has been a core asset for Sabine and
Forest. With current gas prices and increased activity,
this area will provide significant production and
reserve growth.
Sabine Acreage
Forest Acreage (1)
1
Strip pricing as of 4/29/14
Program Economics
$4/$90
Strip
Rate of Return
27%
36%
PV10 per well ($ millions)
$4.3
$5.6
F&D ($/mcfe)
$1.23
Commodity Pricing
Program Economics
$4/$90
Strip
Rate of Return
17%
26%
PV10 per well ($ millions)
$1.7
$3.4
F&D ($/mcfe)
Commodity Pricing
$1.54
(1)
24-hr IP (Mmcfe/d)
11.0
30-day IP (Mmcfe/d)
9.5
% Liquids
34%
EUR (Bcfe)
9.2
Well Cost ($ millions)
$8.8
24-hr IP (Mmcfe/d)
10.4
30-day IP (Mmcfe/d)
9.7
% Liquids
7%
EUR (Bcfe)
8.0
Well Cost ($ millions)
$9.3
Texas |
 Industry Leading
Performance 9
Cotton Valley
•
Incorporated Haynesville designs into CV
completion
•
Higher perf cluster density
•
Tighter frac stage spacing
•
Higher fluid and proppant volumes
Haynesville
•
More economical proppant, reduced
chemical usage has offset cost impact of
larger stimulations
Note: Industry results represent entire Cotton Valley and Haynesville plays,
respectively. »
Advanced completion design
relative to most in industry,
improving well performance
»
Plan to apply Sabine’s completion
design across combined company
»
Experience: With almost 70 CV
completions combined, knowledge to
high-grade acreage
»
Latest Sabine performance on-par with
NLA Haynesville “core”
-
with lower cost
structure
»
Tighter perf clusters, frac stages, utilizing
“zipper”
fracs
»
Higher stimulation volumes
»
Deeper landing point in reservoir, contacts
more rock |
 Significant Eagle
Ford Position 10
Acreage Overview
Asset Overview
»
Sabine’s results have extended the best part of the Eagle Ford
trend further northeast, with results comparable to core players
»
Sabine acreage is generally in the gas-condensate window
•
Higher pressures and gas reservoirs improve recoveries
•
Best wells are in this part of the hydrocarbon envelope
»
Forest acreage subject to Schlumberger agreement whereby
Schlumberger receives a 50% working interest in Forest’s Eagle
Ford assets in exchange for a $90 million drilling carry
•
$29 million of carry remaining as of 12/31/13
»
Leveraging experience from Haynesville resource development
and targeting of Upper Eagle Ford to generate superior results
»
2013 Sabine Shiner Area Eagle Ford Program –
10 wells
»
2014 Plans
•
Currently operating four rigs in DeWitt/Lavaca and two rigs in
Gonzales
•
Greater scale allows for combined company to evaluate
opportunity to shift more capital to East Texas
Devon (former
GeoSouthern)
Penn Virginia
Sabine acreage borders Devon and Penn Virginia, with
comparable results. Devon/GeoSouthern sale and recent
PVA stock rally are additional positive indications of
industry/market view of this part of Eagle Ford play.
Sabine Shiner
Area
Sabine
Sugarkane Area
Sabine Acreage
Forest Acreage 1
Strip pricing as of 4/29/14
(1)
Program Economics
$4/$90
Strip
Rate of Return
27%
34%
PV10 per well ($ millions)
$2.4
$2.8
F&D ($/boe)
Commodity Pricing
$19.29
24-hr IP (Boe/d)
1,772
30-day IP (Boe/d)
1,331
% Liquids
78%
EUR (Mboe)
723
Well Cost ($ millions)
$10.6
Texas |
 Eagle Ford
Performance 11
»
In northern DeWitt and Lavaca counties, Sabine has
validated that the upper Eagle Ford has excellent
productivity
»
Also unique to industry, Sabine brought its Haynesville
completion experience to the Eagle Ford
•
Tighter perf cluster, frac stage spacing
•
Hybrid fluid design with emphasis on high volumes of
slick water
•
Lower strength proppant to reduce cost
•
Less expensive proppant and reduced chemicals helps
offset cost of additional stimulation volumes
»
Optimal landing point coupled with significant stimulated
rock volume translates into shallower production declines
•
Operators in Lower Eagle Ford tout higher 24-hour IP’s,
but first year production for Sabine wells is
comparable
Note: Industry results represent entire Eagle Ford Play
Note: Industry results represent entire Eagle Ford Play
Source: HPDI Data for industry wells. Internal production estimates for Sabine
Top 25 Operators
Top 25
Operators
(# of wells)
(# of wells) |
     High Return Granite
Wash Position 12
Acreage Overview
Asset Overview
•
Outstanding productivity, with 8 of 17 horizontals producing (or
projected to produce) in excess of 200 Mboe in first year
•
Two recent wells projected at 300-350 Mboe in first year
(~
60%
oil)
•
Two years of identified drilling locations, with potential for up to
200 locations depending on western delineation results
•
Wells to date have exhibited extremely strong economics, often
paying out in under a year
»
Sabine 2013 Program Results –
5 wells
»
2014 Plans
•
2014 development plan: Running 2 rigs, balance of low-risk
development locations with measured step-out tests to the west
Mesa Vista and Lard Ranch have been extensions on-
trend with several large Granite Wash developments. With
the shallower depth, Mesa Vista also has a higher oil
content.
1
Strip pricing as of 4/29/14
(1)
Program Economics
$4/$90
Strip
Rate of Return
>100%
>100%
PV10 per well ($ millions)
$5.3
$5.7
F&D ($/boe)
Commodity Pricing
$15.20
24-hr IP (Boe/d)
1,561
30-day IP (Boe/d)
1,142
% Liquids
76%
EUR (Mboe)
674
Well Cost ($ millions)
$8.1
Lard Ranch Field (2005)
Cum: 13.9 MMBOE (21% Oil)
Hemphill Field (1963)
Cum: 169.5 MMBOE (8% Oil)
Mendota Field (1964)
Cum: 130.1 MMBOE (13% Oil)
Buffalo Wallow Field (1969)
Cum: 286.1 MMBOE (4% Oil)
Stiles Ranch Field (1979)
Cum: 170.2 MMBOE (11% Oil)
Mesa Vista (2011)
Cum: 2 MMBOE (49% Oil)
»
Sabine operates ~ 33,500 net acres in oil window of play,
shallowest part of Granite Wash trend
»
Sabine is currently testing the western extent of the
Granite Wash, which could represent material upside to
the inventory count on this position |
 ($ in millions)
Q1 2014
Q1 2014
Sabine
Forest
Pro Forma
Cash
$1
$48
$49
Revolving Credit Facility
$355
-
$376
2nd Lien Term Loan due 2018
650
-
650
Senior Unsecured Notes due 2017
350
-
350
Senior Unsecured Notes due 2019
-
$578
-
Senior Unsecured Notes due 2020
-
222
-
New Senior Notes
-
-
850
Total Debt
$1,355
$800
$2,226
Book Equity
199
35
365
Total Book Capitalization
$1,554
$835
$2,592
LTM 3/31/14 EBITDA
$313
$169
$482
Proved Reserves (Bcfe)
839
625
1,464
% Liquids
30%
27%
29%
Proved Developed Reserves (Bcfe)
466
414
881
Latest Daily Production (Mmcfe/d)
185
105
290
Credit Statistics
Debt / LTM EBITDA
4.3x
4.7x
4.6x
Debt / Proved Reserves ($/mcfe)
$1.61
$1.28
$1.52
Debt / PD Reserves ($/mcfe)
$2.91
$1.93
$2.53
Debt / Latest Daily Prod. ($/mcfe/d)
$7,339
$7,609
$7,683
Liquidity
Cash
$1
$48
$49
Revolver Borrowing Base
$700
$300
$1,000
Amount Drawn
(355)
0
(376)
Total Liquidity
$346
$348
$673
Financing Highlights and Pro Forma Capitalization
13
Capitalization Table
Financing Highlights
(2)
(3)
1
Forest pro forma for 2013 divestitures
2
Reserves as of 12/31/13
3
Average 1Q 2014 production
(2)
(1) |
 2014 Financial
Guidance 14
Pro Forma Combined 2014E Guidance
Low
-
High
Midpoint
Production:
Natural Gas (Mmcf/d)
212
-
234
223
Oil (Bbl/d)
10,731
-
11,860
11,296
Natural Gas Liquids (Bbl/d)
8,552
-
9,452
9,002
Total Production (Mmcfe/d)
328
-
362
345
Total Production (Mboe/d)
55
-
60
58
Operating Expenses:
Lease Operating / Workover Expense
$0.75
-
$0.85
$0.80
Marketing, Transportation, Processing
$0.25
-
$0.35
$0.30
Production & Ad Valorem Taxes
(1)
$0.35
-
$0.40
$0.38
General & Administrative Expense
$0.39
-
$0.44
$0.42
Total Operating Expense ($ / Mcfe)
$1.74
-
$2.04
$1.89
Capex:
Total Capex ($ millions)
$800
-
$825
1
Production taxes assume price deck of $3.50/Mcf gas and $85/Bbl oil.
|
 Conclusions
15
»
Extensive overlap in top two asset areas: East Texas and Eagle Ford
»
Creates a leading East Texas position of ~207,000 net acres
•
Compelling inventory of high return, liquids-rich Cotton Valley Sand opportunities
•
Significant
inventory
of
Haynesville
drilling
opportunities
with
compelling
current
economics
and
significant
upside
value
»
Complementary positions in the Eagle Ford, creating significant scale of ~65,000 net
acres •
Sabine’s Eagle Ford results top 10% in the industry in 2013
»
Combined
12/31/13
proved
reserves
of
1.5
Tcfe
(71%
gas)
and
2014E
production
of
~345
Mmcfed
(65%
gas)
based
on
based
on
respective
company
guidance
»
Substantial production and cash flow growth
•
Over 20% pro forma 2014E production growth
»
Cost savings from reduced overhead and streamlined operations
»
Ability
to
optimize
capital
allocation
on
$800
-
$825
million
capital
program
»
Will apply top tier operational results across portfolio
»
Liquidity to fund drilling program through 2015 without accessing capital markets
»
Clear path to improving balance sheet through property divestments and optimized capital
allocation -
to be implemented as a top priority
»
First Reserve, an energy-focused private equity firm, remains a controlling
shareholder Complementary
Asset
Positions
Scale and
Growth
Operating
Synergies
Capitalization |
 Appendix
16 |
 Last Closing Date
Transaction Step Forest’s existing 7.25% Senior Notes due 2019
(the “Forest 2019 Notes”).
Forest’s existing 7.5% Senior Notes due 2020
(the “Forest 2020 Notes”).
Sabine’s existing Second Lien Term
Loan Due 2018 (the “Sabine
Second Lien Term Loan”).
Sabine’s existing 9.75% Senior
Notes due 2017 (the “Sabine 2017
Notes”).
Shareholders
Sabine Oil &
Gas Holdings
II LLC
Sabine Oil &
Gas LLC
Forest Oil
Corporation
(1) SOGH II and Sabine O&G will
be merged with and into Forest
Oil Corporation, with Forest Oil
Corporation surviving.
Sabine Oil & Gas
Holdings LLC
Sabine
Oil
&
Gas
Corporation
(“SABO”) (formerly
New
Forest
Oil
Inc.) |
 Resulting Debt
Structure After Closing Date Transactions Forest and Sabine
Subsidiaries
(3)
/Assets
New
$1,000 MM Borrowing Base Revolving Credit Facility
Existing
$578 MM Forest 2019 Notes
(2)
$222 MM Forest 2020 Notes
(2)
$650 MM Sabine Second Lien Term Loan
$350 MM Sabine 2017 Notes
Forest Oil
Corporation
(1)
(1)
Assumes only existing revolvers are replaced on closing date.
(2)
Change of Control tripped; put right exists; backstop financing commitments are in
place for put.
(3)
Guarantors of Forest Oil Corporation debt, subject to certain exceptions.
Shareholders
Sabine Oil & Gas
Corporation
(“SABO”) (formerly
New Forest Oil Inc.)
Sabine Oil & Gas
Holdings LLC
(former holdco of
Sabine Oil & Gas
LLC) |