tm2316195-1_defm14a - none

PROXY STATEMENT OF RANGER OIL CORPORATION

PROSPECTUS OF BAYTEX ENERGY CORP.

[MISSING IMAGE: lg_rangeroilcorp-4clr.jpg]

[MISSING IMAGE: lg_baytexenergycorp-4clr.jpg]

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Shareholders of Ranger Oil Corporation:

On behalf of the board of directors (the “Ranger board”) of Ranger Oil Corporation (“Ranger” or the “Company”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the merger of Ranger and Baytex Energy Corp., a company incorporated under the Business Corporations Act (Alberta) (“Baytex”). We are requesting that you take certain actions as a Ranger shareholder.

On February 27, 2023, Ranger and Baytex entered into an Agreement and Plan of Merger, as modified by that certain Joinder Agreement, dated as of May 3, 2023, pursuant to which Nebula Merger Sub, LLC, an indirect wholly owned subsidiary of Baytex (“merger sub”), agreed to be bound by the terms and conditions of such agreement as a party thereto (including the related plan of merger and as amended from time to time, the “Merger Agreement”). The Merger Agreement, among other things, provides for the combination of Ranger and Baytex through the merger of merger sub with and into Ranger (the “company merger”), with Ranger continuing its existence as the surviving corporation following the company merger (the “surviving corporation”) as an indirect wholly owned subsidiary of Baytex. The transactions contemplated by the Merger Agreement, including the company merger and the Opco Unit Exchange (as defined below), are referred to as the “Merger Transactions.”

The boards of directors of Ranger and Baytex have unanimously adopted and approved the Merger Agreement and the consummation of the Merger Transactions.

Rocky Creek Resources, LLC, a Delaware limited liability company (“Rocky Creek”), and JSTX Holdings, LLC, a Delaware limited liability company (“JSTX” and, together with Rocky Creek, the “Class B Holders”), have executed and delivered to Baytex a support agreement (the “Support Agreement”), pursuant to which the Class B Holders have, among other things, except in limited circumstances, agreed to (i) vote in favor of the company merger, (ii) not transfer their Class B common stock, par value $0.01 per share, of Ranger (the “Ranger Class B common stock”) and common units in ROCC Energy Holdings, L.P. (“Opco common units”) between signing the Merger Agreement and the closing of the Merger Transactions and (iii) exercise their right to exchange (the “Opco Unit Exchange”) all of their Opco common units and shares of Ranger Class B common stock for shares of Class A common stock, par value $0.01 per share, of Ranger (the “Ranger Class A common stock” and, together with the Ranger Class B common stock, the “Ranger common stock”). The Class B Holders collectively own more than a majority of the outstanding shares of Ranger common stock entitled to vote on the Ranger Merger Proposal (as defined below).

If the company merger is completed, Ranger shareholders will be entitled to receive, in exchange for each share of Ranger Class A common stock owned by them immediately prior to the effective time of the company merger (the “merger effective time”) (including any shares issued pursuant to the Opco Unit Exchange but excluding shares of Ranger Class A common stock held by Baytex or merger sub), (i) 7.49 common shares, without nominal or par value, in the capital of Baytex (the “Baytex common shares” and such consideration, the “share consideration”); and (ii) $13.31 in cash, without interest (the “cash consideration” and, together with the share consideration, the “merger consideration”).

Following the completion of the company merger, it is anticipated that persons who were shareholders of Baytex and Ranger and holders of Ranger’s share-based awards, collectively, immediately prior to the company merger will own approximately 63% and 37% of the combined company, respectively, including for these purposes, the shares underlying the converted awards.

TABLE OF CONTENTS

Ranger will hold a special meeting of its shareholders in connection with the proposed company merger (the “Ranger special meeting”). At the Ranger special meeting, holders of shares of Ranger common stock will be asked to consider and vote on proposals to (i) approve the terms of the Merger Agreement, which provides for, among other things, the company merger (the “Ranger Merger Proposal”), (ii) approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Ranger’s named executive officers that is based on or otherwise relates to the company merger (the “Ranger Compensation Advisory Proposal”), and (iii) adjourn the Ranger special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Ranger special meeting (the “Ranger Adjournment Proposal”).

Holders of Ranger common stock will vote as a single class at the Ranger special meeting. Holders of Ranger common stock are entitled to one vote per share of Ranger common stock on all matters to be presented at the Ranger special meeting.

Approval of the Ranger Merger Proposal requires the affirmative vote of a majority of the votes cast on the Ranger Merger Proposal at the Ranger special meeting. The Class B Holders collectively own more than a majority of the outstanding shares of Ranger common stock entitled to vote on the Ranger Merger Proposal and, pursuant to the Support Agreement, are obligated, except in limited circumstances, to vote these shares in favor of the Ranger Merger Proposal, which would ensure its approval. Approval of each of the Ranger Compensation Advisory Proposal and the Ranger Adjournment Proposal requires that the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal.

The Ranger special meeting will be held virtually, conducted via live audio webcast at www.virtualshareholdermeeting.com/ROCC2023SM on June 16, 2023, at 7:00 a.m., Central Time. The Ranger board unanimously recommends that Ranger shareholders vote “FOR” the Ranger Merger Proposal, “FOR” the Ranger Compensation Advisory Proposal and “FOR” the Ranger Adjournment Proposal.

The Baytex common shares are listed on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the symbol “BTE,” and the Ranger Class A common stock is listed on the NASDAQ Stock Market under the symbol “ROCC.” The market prices of both the Baytex common shares and the Ranger Class A common stock will fluctuate before the company merger, and you should obtain current stock price quotations for the Baytex common shares and the Ranger Class A common stock.

The obligations of Ranger and Baytex to complete the company merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus. The accompanying proxy statement/prospectus describes the Ranger special meeting, the proposals to be considered thereat, the company merger and the documents and agreements related to the company merger. It also contains or references information about Ranger and Baytex and certain related agreements and matters. Please carefully read the entire accompanying proxy statement/prospectus, including “Risk Factors” beginning on page 17, for a discussion of the risks relating to the proposed company merger. You also can obtain information about Ranger and Baytex from documents that each has filed with the Securities and Exchange Commission (the “SEC”). Please see “Where You Can Find Additional Information” beginning on page 196 of the accompanying proxy statement/prospectus for instructions on how you may obtain such information.

Sincerely,

/s/ Darrin J. Henke

Darrin J. Henke

President and Chief Executive Officer
Ranger Oil Corporation

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in connection with the company merger described in the accompanying proxy statement/prospectus or determined if the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated May 18, 2023 and is first being mailed to Ranger shareholders of record on or about May 18, 2023.

TABLE OF CONTENTS

ADDITIONAL INFORMATION

Ranger files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”) and Baytex files annual and other reports and information with the SEC and the applicable securities commissions and securities regulatory authorities in the provinces and territories of Canada. As Baytex is a “foreign private issuer,” under the rules adopted under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), it is exempt from certain of the requirements of the Exchange Act, including the proxy and information provisions of Section 14 of the Exchange Act and the reporting and liability provisions applicable to officers, directors and significant stockholders under Section 16 of the Exchange Act.

This proxy statement/prospectus incorporates by reference important business and financial information about Ranger and Baytex from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information”. You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at www.sec.gov. You may also obtain copies of documents filed by Baytex on the System for Electronic Document Analysis and Retrieval (“SEDAR”), the Canadian equivalent of the SEC’s EDGAR system, at www.sedar.com.

You may also obtain copies of documents filed by Ranger with the SEC from Ranger’s website at www.ir.rangeroil.com/all-sec-filings and copies of certain documents filed by Baytex with the SEC and Canadian Securities Regulators from Baytex’s website at www.baytexenergy.com/investors/reports-filings/.

We are not incorporating the contents of the websites of Ranger or Baytex into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

You can also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Ranger Oil Corporation
16285 Park Ten Place, Suite 500
Houston, Texas 77084
Attention: Katherine J. Ryan
Telephone: (713) 722-6500

Baytex Energy Corp.
2800, 520 — 3rd Avenue S.W.
Calgary, Alberta
T2P 0R3
Attention: James R. Maclean
Telephone: (587) 952-3000

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by June 9, 2023 (which is five business days before the date of the Ranger special meeting) in order to receive them before the Ranger special meeting.

TABLE OF CONTENTS

PRESENTATION OF RESERVES AND PRODUCTION INFORMATION

Baytex’s reserves information that is included in Baytex’s Annual Report on Form 40-F and incorporated by reference herein have been prepared in accordance with guidelines specified in National Instrument 51 -101 — Standards of Disclosure for Oil and Gas Activities (“NI 51-101”), as adopted by the Canadian Securities Administrators, and the Canadian Oil and Gas Evaluation Handbook (“COGE Handbook”). Ranger’s reserves information has been prepared in accordance with the SEC disclosure requirements set forth in Subpart 1200 of Regulation S-K (the “U.S. Standards”). There are significant differences in the types of volumes disclosed and the basis from which reserves volumes are economically determined under the U.S. Standards and NI 51-101, and the difference between reported reserves under the two disclosure standards can, therefore, be material. For example, the COGE Handbook and NI 51-101 require disclosure of reserves and related future net revenue estimates based on forecast prices and costs, whereas the U.S. Standards require that reserves and related future net revenue be estimated using average prices for the previous 12 months and that the standardized measure reflect discounted future net income taxes related to the company’s operations. In addition, the COGE Handbook and NI 51-101 permit the presentation of reserves estimates on a “company gross” basis (representing the company’s working interest share before deduction of royalties) and “company net” basis (after the deduction of royalties and similar payments), whereas the U.S. Standards require the presentation of net reserve estimates after the deduction of royalties and similar payments only. There are also differences in the technical reserves estimation standards applicable under NI 51-101 and, pursuant thereto, the COGE Handbook, and those applicable under the U.S. Standards, along with NI 51-101 requiring a more granular product type classification than required by U.S. Standards. NI 51-101 also requires that proved undeveloped reserves be reviewed annually for retention or reclassification if development has not proceeded as previously planned, while the U.S. Standards impose a five-year limit after initial booking for the development of proved undeveloped reserves. Finally, the SEC prohibits disclosure of oil and gas resources in SEC filings, including contingent resources, whereas Canadian securities regulatory authorities allow disclosure of oil and gas resources. Resources are different than, and should not be construed as, reserves. The foregoing is not an exhaustive summary of Canadian or U.S. reserves reporting requirements.

Both Baytex and Ranger also present supplemental reserve information and standardized measure of discounted future net cash flows in accordance with the provisions of the Financial Accounting Standards Board’s ASC Topic 932 Extractive Activities — Oil and Gas (“ASC 932”), which generally utilize definitions and estimations of proved reserves that are consistent with Rule 4-10 of Regulation S-X promulgated by the SEC, but do not necessarily include all of the disclosure required by the U.S. Standards. Such supplemental disclosures are incorporated by reference into this prospectus/proxy statement from the Form 40-F and Form 10-K of Baytex and Ranger, respectively, and pro forma combined reserve information presented in accordance with ASC 932 is included herein as Note 7 to the “Unaudited Pro Forma Consolidated Financial Statements.”

Except for the supplemental reserve information and standardized measure of discounted future net cash flows prepared in accordance with the provisions of ASC 932 included as Exhibit 99.10 to Baytex’s Annual Report on Form 40-F, all data on oil and natural gas reserves contained in the documents incorporated by reference into this proxy statement/prospectus by Baytex generally have been prepared and are presented in accordance with NI 51-101 and the COGE Handbook, which are not comparable in all respects to U.S. Standards or other foreign disclosure standards. As a consequence, except for the reserves information presented in accordance with ASC 932, Baytex’s reserves estimates and certain production volumes that are presented on a gross basis may not be comparable to those made by Ranger under U.S. Standards.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333-271191) filed with the SEC by Baytex, constitutes a prospectus of Baytex under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Baytex common shares to be issued to Ranger shareholders pursuant to the Merger Agreement.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Ranger under Section 14(a) of the Exchange Act, with respect to the Ranger special meeting, at which Ranger shareholders will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. The information contained in this proxy statement/prospectus is accurate only as of the date set forth on the cover page, or in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Ranger shareholders nor the issuance by Baytex of common shares under the Merger Agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Baytex, contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Baytex, and information concerning Ranger contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Ranger.

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars. All references in this proxy statement/prospectus to “$” or “US$” or “USD” are to U.S. dollars, unless otherwise indicated. All references in this proxy statement/prospectus to “C$” or “CAD” are to Canadian dollars.

Baytex mailed to Baytex shareholders a management information circular relating to the May 15, 2023 annual and special meeting of Baytex shareholders being held for the purpose of obtaining the approval of the Baytex shareholders of the issuance of Baytex common shares in connection with the company merger as well as certain annual meeting matters. A copy of such management information circular is available on the website maintained by Baytex (https://www.baytexenergy.com/investors/shareholder-meetings/) and filed under Baytex’s electronic profile on SEDAR and furnished on EDGAR. The Baytex management information circular and website are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.

TABLE OF CONTENTS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
RANGER OIL CORPORATION
TO BE HELD ON JUNE 16, 2023

To Our Shareholders:

Notice is hereby given that the special meeting of shareholders of Ranger Oil Corporation (“Ranger” or the “Company”) will be held virtually, conducted via live audio webcast on June 16, 2023, at 7:00 a.m., Central Time (the “Ranger special meeting”). You will be able to attend the Ranger special meeting online and submit questions during the Ranger special meeting by visiting www.virtualshareholdermeeting.com/ROCC2023SM. You will also be able to vote your shares electronically at the Ranger special meeting. Ranger will conduct the Ranger special meeting virtually, so shareholders can participate from any geographic location with Internet connectivity. Ranger believes this enhances accessibility to the Ranger special meeting for all of its shareholders and reduces the carbon footprint of its activities. You will not be able to attend the Ranger special meeting physically in person. For purposes of attendance at the Ranger special meeting, all references in this notice and the accompanying proxy statement/prospectus to “attend,” “present in person” or “in person” shall mean virtually present at the Ranger special meeting.

The Ranger special meeting is being held to consider and vote on the following matters:

a proposal (the “Ranger Merger Proposal”) to approve the terms of the Agreement and Plan of Merger, dated as of February 27, 2023, between Ranger and Baytex Energy Corp., a company incorporated under the Business Corporations Act (Alberta) (“Baytex”), as modified by that certain Joinder Agreement, dated as of May 3, 2023, pursuant to which Nebula Merger Sub, LLC, an indirect wholly owned subsidiary of Baytex (“merger sub”), agreed to be bound by the terms and conditions of such agreement as a party thereto (including the related plan of merger, as amended from time to time, the “Merger Agreement”), which, among other things, provides for the combination of Ranger and Baytex through the merger of merger sub with and into Ranger (the “company merger”), with Ranger continuing its existence as the surviving corporation following the company merger (the “surviving corporation”) as an indirect wholly owned subsidiary of Baytex;

a proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Ranger’s named executive officers that is based on or otherwise relates to the company merger (the “Ranger Compensation Advisory Proposal”); and

a proposal to adjourn the Ranger special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Ranger special meeting (the “Ranger Adjournment Proposal”).

Ranger will transact no other business at the Ranger special meeting or any adjournment or postponement thereof, except such business as may properly be brought before the Ranger special meeting by or at the direction of the board of directors of Ranger (the “Ranger board”) in accordance with Ranger’s Seventh Amended and Restated Bylaws, as amended. These items of business are described in the enclosed proxy statement/prospectus. The Ranger board has designated the close of business on May 17, 2023 as the record date (the “Ranger Record Date”) for the purpose of determining the holders of shares of Ranger’s Class A common stock, par value $0.01 per share (the “Ranger Class A common stock”), and shares of Ranger’s Class B common stock, par value $0.01 per share (the “Ranger Class B common stock” and, together with the Ranger Class A common stock, the “Ranger common stock” and such holders, collectively, the “Ranger shareholders”), who are entitled to receive notice of, and to vote at, the Ranger special meeting and any adjournment or postponement of the Ranger special meeting, unless a new Ranger Record Date is fixed in connection with any adjournment or postponement of the Ranger special meeting. Only Ranger shareholders of record at the close of business on the Ranger Record Date are entitled to notice of, and to vote at, the Ranger special meeting and at any adjournment or postponement of the Ranger special meeting.

TABLE OF CONTENTS

to (i) vote in favor of the company merger, (ii) not transfer their Ranger Class B common stock and common units in ROCC Energy Holdings, L.P. (“Opco common units”) between signing the Merger Agreement and the closing of the Merger Transactions (as defined below) and (iii) exercise their right to exchange (the “Opco Unit Exchange”) all of their Opco common units and shares of Ranger Class B common stock, for shares of Ranger Class A common stock. The Class B Holders collectively own more than a majority of the outstanding shares of the Ranger common stock entitled to vote on the Ranger Merger Proposal.

The Ranger board has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (collectively, the “Merger Transactions”) are fair to, and in the best interests of, Ranger and the Ranger shareholders, (ii) adopted and declared advisable the Merger Agreement and the Merger Transactions, including the company merger, (iii) directed that the approval of the Ranger Merger Proposal be submitted to a vote of the Ranger shareholders at the Ranger special meeting and (iv) resolved to recommend that the Ranger shareholders approve the Merger Agreement and the Merger Transactions, including the company merger, at the Ranger special meeting. The Ranger board unanimously recommends that the Ranger shareholders vote “FOR” the Ranger Merger Proposal, “FOR” the Ranger Compensation Advisory Proposal and “FOR” the Ranger Adjournment Proposal.

Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the Ranger Merger Proposal, “FOR” the Ranger Compensation Advisory Proposal and “FOR” the Ranger Adjournment Proposal. Even if you plan to attend the Ranger special meeting in person, Ranger requests that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the Ranger special meeting to ensure that your shares will be represented and voted at the Ranger special meeting if you later decide not to or become unable to attend virtually.

You may also submit a proxy over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you submit your proxy through the Internet or by telephone, you will be asked to provide the control number from the enclosed proxy card. If you are not a shareholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote at the Ranger special meeting.

Please vote as promptly as possible, whether or not you plan to attend the Ranger special meeting virtually. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Ranger common stock entitled to vote thereon and who is present in person at the Ranger special meeting may vote, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Ranger special meeting in the manner described in the accompanying proxy statement/prospectus.

If you have any questions concerning the company merger or the proxy statement/prospectus, would like additional copies or need help voting your shares of Ranger common stock, please contact Ranger at:

Ranger Oil Corporation
Attn: Corporate Secretary
16285 Park Ten Place, Suite 500
Houston, Texas 77084

By Order of the Board of Directors

/s/ Katherine J. Ryan

Katherine J. Ryan

Vice President, Chief Legal Counsel and Corporate
Secretary
Houston, Texas
May 18, 2023

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Certain terms that are defined in and frequently used throughout this proxy statement/prospectus may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

•

“ABCA” refers to the Business Corporations Act (Alberta), as amended.

•

“affiliate” refers, with respect to any person, to any other person directly or indirectly, controlling, controlled by, or under common control with, such person through one or more intermediaries or otherwise; provided, that, for the avoidance of doubt, no portfolio company of Juniper Capital Advisors, L.P. will be an affiliate of Ranger for purposes of the Merger Agreement. As used in this definition, “control” (including, with its correlative meanings) means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

•

“antitrust authorities” refers to the Federal Trade Commission, the Department of Justice, any attorney general of any state of the United States, the European Commission or any other competition authority of any jurisdiction.

•

“ASC 932” refers to the Financial Accounting Standards Board’s ASC Topic 932 Extractive Activities — Oil and Gas.

•

“Baytex” refers to Baytex Energy Corp., a company incorporated under the ABCA.

•

“Baytex 8.500% Senior Notes” refers to the US$800 million aggregate principal amount of 8.500% Senior Notes due 2030 issued by Baytex on April 27, 2023.

•

“Baytex annual and special meeting” refers to the annual and special meeting of Baytex shareholders held on May 15, 2023 and any adjournments or postponements thereof.

•

“Baytex Articles” refers to Baytex’s articles of incorporation dated October 22, 2010, articles of arrangement dated December 31, 2010 and articles of arrangement dated August 22, 2018, collectively.

•

“Baytex bank facility” refers to the US$850 million extendible secured revolving credit facilities entered into pursuant to a second amended and restated credit agreement made as of April 1, 2022, among Baytex, BNS, and certain other lenders.

•

“Baytex board” refers to the Board of Directors of Baytex.

•

“Baytex bridge loan” has the meaning set forth in the section entitled “Summary — Debt Financing,” on page 10.

•

“Baytex By-laws” refers to Baytex’s By-Law No. 1 dated October 22, 2010 and By-Law No. 2 dated March 12, 2014, collectively.

•

“Baytex common shares” refers to common shares, without nominal or par value, in the capital of Baytex.

•

“Baytex competing proposal” has the meaning set forth in the section entitled “The Merger Agreement — No Solicitation; Changes in Recommendation,” on page 124.

•

“Baytex credit facilities” means: (i) the Baytex bank facility and (ii) the C$20 million uncommitted unsecured demand revolving letter of credit facility guaranteed by Export Development Canada.

•

“Baytex new bank facility” has the meaning set forth in the section entitled “Summary — Debt Financing,” on page 10.

•

“Baytex preferred shares” refers to preferred shares in the capital of Baytex.

•

“Baytex share issuance” refers to the issuance of common shares, without nominal or par value, in the capital of Baytex pursuant to the Merger Transactions.

•

“Baytex share issuance resolution” refers to an ordinary resolution required to be passed under applicable rules and regulations of the TSX in respect of the Baytex share issuance by a majority of the votes cast by holders of outstanding Baytex common shares represented in person or by proxy and

TABLE OF CONTENTS

entitled to vote at the Baytex annual and special meeting in accordance with applicable securities laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the organizational documents of Baytex.

•

“Baytex shareholder approval” refers to the approval of the Baytex share issuance resolution.

•

“Baytex shareholders” refers to the holders of Baytex common shares.

•

“Baytex superior proposal” has the meaning set forth in the section entitled “The Merger Agreement” on page 129.

•

“Baytex term loan” has the meaning set forth in the section entitled “Summary — Debt Financing,” on page 10.

•

“bbl” refers to barrels of oil or other liquid hydrocarbons.

•

“BNS” refers to The Bank of Nova Scotia.

•

“boe/d” refers to barrels of oil equivalent per day.

•

“BofA Securities” refers to BofA Securities, Inc., financial advisor to Ranger in connection with the Merger Transactions.

•

“business day” refers to any day other than a day on which the banks in the State of New York are authorized or obligated to be closed.

•

“Canadian Securities Regulators” refers to the applicable securities commission or securities regulatory authority in each of the provinces and territories of Canada.

•

“Canadian Tax Act” refers to the Income Tax Act (Canada), R.S.C., 1985, c.1 (5th Supp.) and the regulations thereunder.

•

“CIBC” refers to Canadian Imperial Bank of Commerce.

•

“CIBC Capital Markets” refers to CIBC World Markets Inc.

•

“Class B Holders” refers to Rocky Creek and JSTX, collectively.

•

“closing” refers to the closing of the Merger Transactions.

•

“closing date” refers to the date on which the closing of the Merger Transactions occurs.

•

“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

•

“COGE Handbook” refers to the Canadian Securities Administrators, and the Canadian Oil and Gas Evaluation Handbook.

•

“combined company” refers to Baytex, as combined with Ranger, after the closing of the company merger.

•

“company merger” refers to the merger of merger sub with and into Ranger with Ranger continuing its existence as the surviving corporation and as an indirect wholly owned subsidiary of Baytex.

•

“compensatory issuance” refers to the issuance of common shares and/or debt by each relevant subsidiary of Baytex to Baytex or the relevant Baytex subsidiary, as applicable, in consideration for, and in order to compensate Baytex for the issuance by Baytex of Baytex common shares required to be issued pursuant to the company merger.

•

“compliant” means, with respect to the required financing information, that: (a) the required financing information, taken as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the required financing information not misleading, in light of the circumstances under which the statements contained in the required financing information are made; (b) the financial statements described in clause (a) of the definition of “required financing information” are compliant in all material respects with all requirements of Regulation S-K and Regulation S-X promulgated by the SEC applicable to offerings of debt securities on a registration statement on Form S-3 that are applicable to such required financial statements (other than such provisions for which compliance is not customary in a Rule 144A offering of high

TABLE OF CONTENTS

yield debt securities); (c) the financial statements included in the required financing information would not be required to be updated pursuant to the age of the financial statement requirements of Rule 3-12 of Regulation S-X (and not be “stale”) as if such financial statements were included in a filing on such day; (d) Ranger’s independent auditors shall not have withdrawn any audit opinion or authorization letter with respect to any audited financial statements contained in the required financing information; (e) (i) the financial statements and other financial information included in the required financing information are, and will remain throughout the marketing period, sufficient to permit the issuance of customary comfort letters from the independent registered public accounting firm of Ranger with respect to such financing information, including customary negative assurance comfort, with respect to periods following the end of the latest fiscal quarter for which financial statements are included, on any date during the marketing period and (ii) the independent registered public accounting firm of Ranger that has reviewed or audited such financial statements and required financial information has confirmed it is prepared to issue customary comfort letters, including customary negative assurance comfort in connection with any debt financing involving the offering of debt upon the “pricing” of such debt securities and throughout the period ending on the last day of the marketing period (subject to the completion by such accountants of customary procedures relating thereto); and (f) Ranger shall have not indicated its intent to restate any historical financial statement (or portion thereof) contained in the required financing information.

•

“Converted Baytex TRSU award” refers to a time-vested award with respect to Baytex common shares.

•

“debt commitment letters” refers to that certain debt commitment letter, dated as of February 27, 2023, by and among CIBC, RBC, BNS and Baytex (the “debt commitment letter”) and the related fee letter(s) (collectively, the “fee letter”) (provided that the debt commitment letter and the fee letter have been redacted in a customary manner with respect to fees, economic terms, “market flex” provisions and other customary terms), as may be amended, modified, supplemented or replaced in compliance with the Merger Agreement, pursuant to which the financial institutions party thereto (the “lenders”) have agreed, subject to the terms and conditions set forth therein, to provide the debt financing in an aggregate amount and on the terms and conditions set forth therein for the purposes of, among other things, financing the Merger Transactions, including the payment of a portion of the cash consideration, the repayment of borrowings outstanding under the Ranger credit facility and the redemption of the Ranger senior notes.

•

“debt financing documents” refers to the agreements, documents, schedules and certificates contemplated by the financing, including: (a) all credit agreements, loan documents, purchase agreements, underwriting agreements, agency agreements, placement agreements, indentures, debentures, notes, intercreditor agreements and security documents pursuant to which the financing will be governed or contemplated by the debt commitment letters; (b) officer, secretary, perfection certificates, legal opinions, organizational documents, good standing certificates, lien searches, other customary closing certificates, and resolutions contemplated by the debt commitment letters or requested by Baytex or their financing sources; and (c) agreements, documents or certificates that facilitate the creation, perfection or enforcement of liens securing the financing (including original copies of all certificated securities (with transfer powers executed in blank), control agreements, issuer acknowledgments, title insurance, landlord consent and access letters) as are requested by Baytex or their financing sources.

•

“DLLCA” refers to the Delaware Limited Liability Company Act.

•

“EDGAR” refers to the Electronic Data Gathering, Analysis, and Retrieval system of the SEC.

•

“eligible share” and “eligible” in the context of the Ranger Class A common stock refer to all outstanding shares of Ranger Class A common stock issued and outstanding immediately prior to the merger effective time (including any shares issued pursuant to the Opco Unit Exchange but excluding any shares of Ranger Class A common stock issued in connection with the conversion of any Ranger equity awards and any shares of Ranger Class A common stock owned by Baytex or merger sub immediately prior to the merger effective time, and in each case, not held on behalf of third parties).

vii

TABLE OF CONTENTS

•

“encumbrances” means liens, pledges, charges, encumbrances, claims, hypothecation, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, defects in title, prior assignment, license, sublicense or other burdens, options or encumbrances of any kind or any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing.

•

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

•

“exchange agent” refers to the transfer agent or bank or trust company designated as mutually agreed on by Baytex and Ranger to serve as exchange agent under the Merger Agreement.

•

“financing” refers to the debt financing incurred or intended to be incurred pursuant to the debt commitment letters, including any issuance of senior notes or securities in lieu of any portion thereof.

•

“financing information” means (a) the unaudited consolidated balance sheets and related consolidated statements of income, changes in equity and cash flows of Ranger for each fiscal quarter beginning after the most recently completed fiscal year ended at least 45 days prior to the closing date (but excluding the fourth quarter of any fiscal year), and, in each case, for the comparable period of the prior fiscal year, together with all related notes and schedules thereto, all prepared in accordance with GAAP, (b) the audited consolidated balance sheets and related consolidated statements of income, changes in equity and cash flows of Ranger for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 (provided that, with respect to clause (b) above, (x) any such financial statements, consolidating schedules or other information constituting part of the Ranger SEC documents and/or the annual reports on Form 10-K for the years ended December 31, 2021 and December 31, 2020 of Ranger and Penn Virginia Corporation, including any amendments thereto, shall be deemed to be delivered by virtue of such filings), (c) such information reasonably necessary for Baytex to prepare pro forma financial statements as required pursuant to the debt commitment letters, and (d) all other financial statements and operating, business and other financial data solely regarding Ranger and its subsidiaries of the type and form that are customarily included in an offering memorandum to consummate a Rule 144A-for-life offering of non-convertible, high yield debt securities under Rule 144A promulgated under the Securities Act (which information is understood not to include (i) financial statements, information and other disclosures required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, the Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K or the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, (ii) financial statements or other financial data (including selected financial data) for any period earlier than December 31, 2020 and (iii) other information or financial data customarily excluded from a Rule 144A offering memorandum).

•

“financing sources” refers to the agents, arrangers, bookrunners, underwriters, lenders and other persons (including the lenders) that have committed to provide or arrange or have otherwise entered into agreements in connection with the required financing or alternative debt financings in connection with the Merger Transactions or otherwise permitted under the terms of the debt commitment letters that may be obtained by Baytex or any of its affiliates to fund the cash consideration, including any joinder agreements or credit agreements entered into pursuant thereto or relating thereto, together with their respective affiliates, officers, directors, employees, agents and representatives involved in the financing and their successors and assigns.

•

“Form F-4” refers to the registration statement on Form F-4 of which this proxy statement/prospectus is a part, together with any supplements thereto.

•

“GAAP” refers to generally accepted accounting principles in the U.S.

•

“governmental entity” refers to any federal, state, provincial, territorial, tribal, local or municipal court, governmental, regulatory or administrative agency, ministry or commission or other governmental authority or instrumentality, domestic or foreign (which entity has jurisdiction over the applicable person) or public or private arbitral body.

•

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

•

“IFRS” refers to the International Financial Reporting Standards as issued by the International Accounting Standards Board.

viii

TABLE OF CONTENTS

•

“indebtedness” of any person refers to, without duplication: (a) indebtedness of such person for borrowed money; (b) obligations of such person to pay the deferred purchase or acquisition price for any property of such person; (c) reimbursement obligations of such person in respect of drawn letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such person; (d) obligations of such person under a lease to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such person under GAAP; and (e) indebtedness of others as described in clauses (a) through (d) above guaranteed by such person; but indebtedness does not include (i) accounts payable to trade creditors, or accrued expenses arising in the ordinary course of business consistent with past practice, in each case, that are not yet due and payable, or are being disputed in good faith, (ii) the endorsement of negotiable instruments for collection in the ordinary course of business and (iii) obligations arising from treasury services, banking products and cash management services.

•

“IRRA” refers to that certain Investor and Registration Rights Agreement, dated as of February 27, 2023, by and among Baytex, Rocky Creek and JSTX.

•

“IRS” refers to the U.S. Internal Revenue Service.

•

“JSTX” refers to JSTX Holdings, LLC.

•

“management information circular” refers to the management information circular relating to the Baytex annual and special meeting (together with any amendments or supplements thereto).

•

“marketing period” refers to the first period of fifteen (15) consecutive business days (a) after the Registration Statement has become effective under the Securities Act and throughout which period the required financing information has remained compliant; provided that if the required financing information fails to be compliant at any time during the marketing period, the marketing period will not be deemed to have commenced and the marketing period will commence when the required financing information is again compliant and (b) throughout which nothing has occurred and no condition exists that would cause any of the conditions set forth in the Shareholder Approvals and Stock Exchange Listing sections of the Merger Agreement to fail to be satisfied assuming the closing were scheduled at any time during such period; provided, that (x) such fifteen (15) consecutive business days shall be completed on or prior to August 14, 2023 or commence no earlier than September 5, 2023 and will not include, for periods of determining the number of consecutive business days, the period from May 26 through May 29, 2023 or June 30 through July 4, 2023. If Ranger in good faith reasonably believes that it has delivered the required financing information and that such required financing information is compliant, it may deliver to Baytex written notice to that effect, stating when it believes it completed the applicable delivery, in which case the required financing information will be deemed to have been delivered, subject to the provisos in the first sentence of this definition, on the date of the delivery of the applicable notice to Baytex and such that the required financing information will not be deemed to be compliant unless Baytex in good faith reasonably believes that Ranger has not completed delivery of the required financing information or the required financing information is not compliant, and within two (2) business days after receipt of such notice, Baytex specifies in writing to Ranger (stating with specificity which required financing information Baytex reasonably believes Ranger has not delivered or the reason for which the required financing information is not compliant), following which the required financing information will be deemed to have been received by Baytex as soon as Ranger delivers to Baytex such specific portion of the required financing information.

•

“material adverse effect” has the meaning set forth in the section entitled “The Merger Agreement — Representations and Warranties,” on page 114.

•

“Mboe/d” refers to one thousand barrels of oil equivalent per day.

•

“Mcf” refers to one thousand cubic feet of natural gas.

•

“Merger Agreement” refers to that certain Agreement and Plan of Merger, dated as of February 27, 2023, by and between Ranger and Baytex, as modified by that certain Joinder Agreement, dated as of May 3, 2023, pursuant to which merger sub agreed to be bound by the terms and conditions of such agreement as a party thereto, and as amended from time to time.

TABLE OF CONTENTS

•

“merger consideration” refers to 7.49 Baytex common shares and $13.31 in cash, without interest for each share of Ranger Class A common stock owned immediately prior to the merger effective time.

•

“merger effective time” refers to such time as the Virginia State Corporation Commission issues a certificate of merger, or at such later time as Baytex and Ranger shall agree in writing and specified in the articles of merger filed with the Virginia State Corporation Commission.

•

“merger sub” refers to Nebula Merger Sub, LLC, a Delaware limited liability company, and an indirect wholly owned subsidiary of Baytex.

•

“Merger Transactions” refers to the Opco Unit Exchange, the company merger and the other transactions contemplated by the Merger Agreement and the transaction documents, including, without limitation, each other agreement executed and delivered in connection with the Merger Agreement, and including, for greater certainty, the Baytex share issuance and the compensatory issuance.

•

“MMbbl” refers to one million barrels of oil or other liquid hydrocarbons.

•

“MMboe” refers to one million barrels of oil equivalent.

•

“MMcf” refers to one million cubic feet of natural gas.

•

“NASDAQ” refers to the Nasdaq Stock Market.

•

“NI 51-101” refers to the guidelines specified in National Instrument 51 -101 — Standards of Disclosure for Oil and Gas Activities.

•

“Non-Resident Holder” has the meaning set forth in the section entitled “The Merger — Certain Canadian Federal Income Tax Consequences,” on page 98.

•

“NYSE” refers to the New York Stock Exchange.

•

“Opco” refers to ROCC Energy Holdings, L.P., a Delaware limited partnership.

•

“Opco common units” means a common unit as defined in the Second Amended and Restated Agreement of Limited Partnership of ROCC Energy Holdings, L.P. (f/k/a PV Energy Holdings, L.P.), dated as of October 6, 2021, by and among ROCC Energy Holdings GP LLC, Ranger, JSTX and Rocky Creek.

•

“Opco Unit Exchange” refers to the exchange of all of the Opco common units and shares of Ranger Class B common stock held by the Class B Holders for shares of Ranger Class A common stock.

•

“organizational documents” means (a) with respect to a corporation, the charter, articles or certificate of incorporation, amalgamation or continuance, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

•

“outside date” refers to October 15, 2023.

•

“permitted encumbrance” refers to a permitted encumbrance as defined in the Merger Agreement.

•

“Post-Effective Time Dividends” refers to any dividend or other distribution declared or made with respect to Baytex common shares with a record date after the merger effective time.

•

“PV-10” refers to a non-GAAP measure representing the present value of estimated future oil and natural gas revenues, net of estimated direct costs, discounted at an annual discount rate of 10%.

•

“Ranger” refers to Ranger Oil Corporation, a Virginia corporation.

•

“Ranger Adjournment Proposal” refers to the proposal for the Ranger shareholders to approve the adjournment of the Ranger special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Ranger Merger Proposal.

•

“Ranger Articles” refer to Ranger’s Fourth Amended and Restated Articles of Incorporation, as amended.

TABLE OF CONTENTS

•

“Ranger board” refers to the Board of Directors of Ranger.

•

“Ranger Bylaws” refer to Ranger’s Seventh Amended and Restated Bylaws, as amended.

•

“Ranger Class A common stock” refers to the Class A common stock of Ranger, par value $0.01 per share.

•

“Ranger Class B common stock” refers to the Class B common stock of Ranger, par value $0.01 per share.

•

“Ranger common stock” refers to the Ranger Class A common stock and Ranger Class B common stock, collectively.

•

“Ranger Compensation Advisory Proposal” refers to the proposal for the Ranger shareholders to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Ranger’s named executive officers that is based on or otherwise relates to the Merger Transactions.

•

“Ranger competing proposal” has the meaning set forth in the section entitled “The Merger Agreement — No Solicitation; Changes in Recommendation,” on page 127.

•

“Ranger credit facility” refers to the credit agreement, dated as of September 12, 2016, by and among Ranger, ROCC Holdings, LLC (f/k/a Penn Virginia Holdings, LLC) the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto (as the same may be amended, restated or otherwise modified from time to time).

•

“Ranger Designees” means Jeffrey E. Wojahn and Tiffany Thom Cepak.

•

“Ranger Director TRSU award” refers to a Ranger TRSU award held by a non-employee member of the Ranger board.

•

“Ranger equity awards” collectively refers to the Ranger TRSU awards and Ranger PBRSU awards.

•

“Ranger Equity Plan” collectively refers to Ranger’s 2019 Management Incentive Plan, as may be amended from time to time, or any inducement award agreement.

•

“Ranger Merger Proposal” refers to the proposal for the Ranger shareholders to approve the Merger Agreement.

•

“Ranger PBRSU award” refers to each award of restricted stock units subject to performance-based vesting issued pursuant to the Ranger Equity Plan.

•

“Ranger Proposals” refer to the Ranger Adjournment Proposal, the Ranger Compensation Advisory Proposal and the Ranger Merger Proposal, collectively.

•

“Ranger recommendation” refers to Ranger board’s recommendation to the Ranger shareholders to approve the Merger Agreement and the Merger Transactions.

•

“Ranger senior notes” means the 9.250% Senior Notes due 2026 issued under that certain indenture dated as of August 10, 2021, by and among Ranger, the guarantors party thereto and Citibank N.A., as trustee.

•

“Ranger special meeting” refers to the special meeting of Ranger shareholders to be held on June 16, 2023, and including any adjournment or postponement thereof, for the purpose of obtaining the Ranger shareholder approval of the Ranger Proposals.

•

“Ranger shareholder approval” refers to (i) in the case of the Ranger Merger Proposal, the affirmative vote of a majority of the votes cast on the proposal, (ii) in the case of the Ranger Compensation Advisory Proposal, the votes cast “FOR” the proposal exceeding the votes cast “AGAINST” the proposal and (iii) in the case of the Ranger Adjournment Proposal, the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal.

•

“Ranger shareholders” collectively refers to the holders of Ranger common stock.

•

“Ranger superior proposal” has the meaning set forth in the section entitled “The Merger Agreement” on page 132.

•

“Ranger TRSU award” refers to each award of restricted stock units subject to time-based vesting issued pursuant to the Ranger Equity Plan.

TABLE OF CONTENTS

•

“Ranger Record Date” refers to May 17, 2023.

•

“RBC” refers to the Royal Bank of Canada.

•

“representatives” refers to the officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives of a given party.

•

“required amount” refers, collectively, to the aggregate proceeds contemplated by the financing pursuant to the debt commitment letters that will be, if funded in accordance with the terms and conditions of the debt commitment letters (both before and after giving effect to any “market flex” provisions contained in the fee letter), sufficient, when taken together with available cash, lines of credit or other sources of immediately available funds, for Baytex to consummate the Merger Transactions, including the payment of the cash consideration and any fees and expenses of or payable by Baytex under the Merger Agreement and the debt commitment letters that are due and payable on the closing date.

•

“Rocky Creek” refers to Rocky Creek Resources, LLC.

•

“SEC” refers to the U.S. Securities and Exchange Commission.

•

“SEC’s website” refers to www.sec.gov.

•

“Securities Act” refers to the U.S. Securities Act of 1933, as amended.

•

“SEDAR” refers to the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

•

“SEDAR’s website” refers to www.sedar.com.

•

“subsidiaries” means, with respect to a person, any person, whether incorporated or unincorporated, of which (a) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions, (b) a general partner interest or (c) a managing member interest, is directly or indirectly owned or controlled by the subject person or by one or more of its subsidiaries.

•

“Support Agreement” refers to the Support Agreement, dated February 27, 2023, executed and delivered to Baytex by Rocky Creek and JSTX, as the same may be amended from time to time.

•

“surviving corporation” refers to Ranger as the company that, under the Merger Agreement, survives the company merger under the laws of the Commonwealth of Virginia as an indirect wholly owned subsidiary of Baytex at the merger effective time.

•

“takeover statute” refers to any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other form of anti-takeover statute or similar statute enacted under applicable law.

•

“U.S. Standards” refers to the SEC disclosure requirements for registrants engaged in oil and gas producing activities set forth in Subpart 1200 of Regulation S-K.

•

“U.S. Treasury Regulations” refers to the temporary, proposed and final regulations promulgated by the U.S. Department of Treasury under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

•

“TSX” refers to the Toronto Stock Exchange.

•

“U.S.” refers to the United States of America.

•

“VSCA” means the Virginia Stock Corporation Act.

xii

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND
THE RANGER SPECIAL MEETING

The following are brief answers to certain questions that you, as a shareholder of Ranger, may have regarding the Merger Transactions and the other matters being considered at the Ranger special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled “Summary” on page 1 for a summary of important information regarding the Merger Agreement and the Merger Transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find Additional Information,” on page 196.

Why am I receiving this proxy statement/prospectus?

You are receiving this proxy statement/prospectus because Ranger has agreed to be acquired by Baytex through a merger of merger sub with and into Ranger, with Ranger surviving as an indirect wholly owned subsidiary of Baytex. The Merger Agreement, which governs the terms and conditions of the Merger Transactions, is attached to this proxy statement/prospectus as Annex A.

Ranger is sending these materials to Ranger shareholders to help them decide how to vote their shares with respect to the approval of the Merger Agreement, among other important matters.

What are Ranger shareholders being asked to vote on?

Ranger is holding a special meeting of its shareholders to consider and vote on a proposal (the “Ranger Merger Proposal”) to approve the terms of the Merger Agreement. For more information, please see the section entitled “Ranger Proposal 1 — The Ranger Merger Proposal” and the Merger Agreement, a copy of which is attached hereto as Annex A.

In addition, Ranger’s shareholders will be asked to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Ranger’s named executive officers that is based on or otherwise relates to the company merger (the “Ranger Compensation Advisory Proposal”). For more information, please see the section entitled “Ranger Proposal 2 — The Ranger Compensation Advisory Proposal.”

If necessary, Ranger shareholders will be asked to approve the proposal to adjourn the Ranger special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Ranger special meeting (the “Ranger Adjournment Proposal” and, together with the Ranger Merger Proposal and the Ranger Compensation Advisory Proposal, the “Ranger Proposals”). For more information, please see the section entitled “Ranger Proposal 3 — The Ranger Adjournment Proposal.”

Your vote is very important, regardless of the number of shares that you own. The approval of the Ranger Merger Proposal is a condition to the obligations of Ranger to complete the company merger.

Are any of the Ranger Proposals conditioned on one another?

No. The approval of the Ranger Merger Proposal is not conditioned on the approval of the Ranger Compensation Advisory Proposal, or vice versa. Approval of the Ranger Adjournment Proposal likewise is not conditioned on, or a condition to, any other Ranger Proposal.

When and where is the Ranger special meeting?

The Ranger special meeting will be held virtually on June 16, 2023, at 7:00 a.m., Central Time. Ranger shareholders will be able to attend the Ranger special meeting by visiting www.virtualshareholdermeeting.com/ROCC2023SM and by using the 16-digit control number included in their proxy materials. Ranger is conducting the Ranger special meeting solely online so its shareholders can participate from any geographic location with Internet connectivity. Ranger believes

xiii

TABLE OF CONTENTS

this enhances accessibility to the Ranger special meeting for all of its shareholders and reduces the carbon footprint of its activities. Ranger has worked to offer the same rights and opportunities to participate as would be provided at an in-person meeting, while providing an online experience available to all shareholders regardless of their location.

Instructions on how to attend and participate in the Ranger special meeting virtually are posted at www.virtualshareholdermeeting.com/ROCC2023SM. You should ensure that you have a strong Internet connection and allow plenty of time to log-in and ensure that you can hear streaming audio prior to the start of the Ranger special meeting. Ranger will offer live technical support for all shareholders attending the Ranger special meeting. Technical support phone numbers will be available on the virtual only meeting platform at www.virtualshareholdermeeting.com/ROCC2023SM.

Who is entitled to vote at the Ranger special meeting?

The record date for the Ranger special meeting is May 17, 2023 (the “Ranger Record Date”). Only holders of record of shares of Ranger common stock at the close of business on the Ranger Record Date will be entitled to vote at the Ranger special meeting. Holders of Ranger common stock will vote together as a single class at the Ranger special meeting. Holders of Ranger common stock are entitled to one vote per share of Ranger common stock on all matters to be presented at the Ranger special meeting. Therefore, up to 41,558,952 votes may be cast at the Ranger special meeting. All shares represented by properly executed and delivered proxies will be voted at the Ranger special meeting. Please see “Ranger Special Meeting — Voting at the Ranger Special Meeting” for instructions on how to vote your shares without attending the Ranger special meeting.

How important is my vote as a Ranger shareholder?

Your vote at the Ranger special meeting is very important, and you are encouraged to submit a proxy as soon as possible. The company merger cannot be completed without the approval of the Ranger Merger Proposal by the Ranger shareholders. The Class B Holders, which collectively hold approximately 54% of the outstanding voting power of the Ranger common stock are parties to the Support Agreement with Baytex pursuant to which they agreed, among other things, except in limited circumstances, to (i) vote in favor of the company merger, (ii) not transfer their Ranger Class B common stock and common units in ROCC Energy Holdings, L.P. (“Opco common units”) between signing the Merger Agreement and the closing of the Merger Transactions and (iii) exercise their right to exchange (the “Opco Unit Exchange”) all of their Opco common units and shares of Ranger Class B common stock, for shares of Ranger Class A common stock. For more information, please see “The Merger — The Support Agreement”.

What constitutes a quorum, and what vote is required to approve each proposal at the Ranger special meeting?

A quorum of Ranger’s shareholders is necessary to hold a valid meeting. The presence, in person or by proxy, of a majority in voting power of the outstanding shares entitled to vote at the Ranger special meeting constitutes a quorum. Abstentions will be counted for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum at the Ranger special meeting, unless the broker, bank or other nominee has been instructed to vote on at least one of the proposals.

If a quorum is not present at the Ranger special meeting, the holders of a majority of the shares entitled to vote who are present or represented by proxy have the power to adjourn the Ranger special meeting from time to time without notice, other than an announcement at the Ranger special meeting of the time and place of the adjourned meeting, until a quorum is present. In addition, under the Ranger Bylaws, the chairman of Ranger’s board has the power to adjourn the Ranger special meeting for any reason from time to time without notice, other than an announcement of the time and place of the adjourned meeting, provided that a new record date is not set. At any such adjourned meeting at which a quorum is present, any business may be transacted that may have been transacted at the Ranger special meeting.

xiv

TABLE OF CONTENTS

Approval of the Ranger Merger Proposal requires the affirmative vote of a majority of the votes cast on the Ranger Merger Proposal. Abstentions, broker non-votes and failures to vote will not count as votes cast and, therefore, will have no effect on the outcome of the Ranger Merger Proposal. The Class B Holders collectively own more than a majority of the outstanding shares of Ranger common stock entitled to vote on the Ranger Merger Proposal and, pursuant to the Support Agreement, are obligated, except in limited circumstances, to vote these shares in favor of the Ranger Merger Proposal, which would ensure its approval.

What will Ranger shareholders receive for their Ranger Class A common stock or Ranger Class B common stock if the Merger Transactions are completed?

As a condition to the completion of the Merger Transactions, immediately prior to the company merger, the Class B Holders will exchange all of their shares of Ranger Class B common stock and Opco common units for shares of Ranger Class A common stock in the Opco Unit Exchange. As a result, no shares of Ranger Class B common stock will be outstanding following the Opco Unit Exchange and immediately prior to the merger effective time. Under the Merger Agreement, at the merger effective time, each eligible share will be converted into the right to receive (i) 7.49 validly issued, fully paid and non-assessable Baytex common shares (the “share consideration”) and (ii) $13.31 in cash, without interest (the “cash consideration” and, together with the share consideration, the “merger consideration”). Each holder of Ranger Class A common stock will receive cash (without interest) in lieu of any fractional Baytex common shares that such shareholder would otherwise receive as share consideration in the Merger Transactions.

The share consideration is fixed and will not be adjusted to reflect changes in the price of Ranger Class A common stock or Baytex common shares prior to the merger effective time. The Baytex common shares are currently listed on the NYSE and TSX under the symbol “BTE.” Based on the number of shares of Ranger common stock, shares of Ranger Class A common stock issuable pursuant to Ranger equity awards and Baytex common shares, in each case, outstanding on May 17, 2023, at the merger effective time, former Ranger shareholders and holders of Ranger’s equity awards, collectively, are expected to own approximately 37% of the outstanding Baytex common shares, and holders of Baytex common shares immediately prior to the Merger Transactions will own approximately 63% of the outstanding Baytex common shares, including for these purposes, the shares underlying the Converted Baytex TRSU awards. Ranger Class A common stock is traded on the NASDAQ under the symbol “ROCC.” When the company merger is completed, the Ranger Class A common stock will cease to be traded on the NASDAQ and will be deregistered under the Exchange Act. Ranger encourages you to obtain current quotes for the Baytex common shares and the Ranger Class A common stock.

Because Baytex will issue a fixed number of Baytex common shares in exchange for each share of Ranger Class A common stock, the value of the merger consideration that Ranger shareholders will receive in the Merger Transactions will depend on the market price of Baytex common shares at the merger effective time and will not be known at the time that Ranger shareholders vote on the Merger Transactions. The market price of Baytex common shares that Ranger shareholders receive at the merger effective time could be greater than, less than or the same as the market price of Baytex common shares on the date of this proxy statement/prospectus or at the time of the Ranger special meeting. Based on the closing price of Baytex common shares of $4.31 on the NYSE on February 27, 2023, the last full trading day prior to the day on which the company merger was announced, the implied value of the merger consideration to Ranger shareholders was approximately $45.59 per share of Ranger Class A common stock. On May 17, 2023, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of Baytex common shares on the NYSE was $3.35 per share, resulting in an implied value of the merger consideration to Ranger shareholders of $38.40 per share of Ranger Class A common stock.

TABLE OF CONTENTS

Stock price changes may result from a variety of factors, including changes in oil and natural gas prices, Baytex’s or Ranger’s respective businesses, operations or prospects, regulatory considerations and general business, market, industry or economic conditions. However, the merger consideration will be equitably adjusted to provide Ranger and Baytex shareholders with the same economic effect as contemplated by the Merger Agreement in the event of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger or other similar transaction involving Ranger Class A common stock or Baytex common shares prior to the merger effective time.

For more information regarding the merger consideration to be received by Ranger shareholders if the Merger Transactions are completed, see the section entitled “The Merger — Merger Consideration” on page 44.

What will holders of Ranger equity awards receive in the company merger?

Each Ranger TRSU award, other than any Ranger Director TRSU award, and each Ranger PBRSU award, in each case, that is outstanding immediately prior to the merger effective time will be converted into Converted Baytex TRSU awards at the closing, with the number of Baytex common shares subject to the Converted Baytex TRSU awards equal to the product of (i) the number of shares of Ranger common stock subject to such Ranger TRSU award or Ranger PBRSU award (at the maximum level of performance), as applicable, multiplied by (ii) the sum of (x) the cash consideration divided by the volume weighted average price of the Baytex common shares on the NYSE for the five consecutive trading days immediately prior to the closing date as reported by Bloomberg, L.P. and (y) the share consideration, rounded up to the nearest whole Baytex common share. Converted Baytex TRSU awards in respect of Ranger TRSU awards will remain subject to the same vesting schedule and Converted Baytex TRSU awards in respect of Ranger PBRSU awards will be converted based on the number of shares payable upon maximum performance and will remain subject to the same time-vesting schedule.

Notwithstanding the foregoing, upon (i) an involuntary termination of the holder’s employment or service by Baytex, Ranger or any of their subsidiaries without “Cause” (as defined in the Ranger Equity Plan) or (ii) solely with respect to a Converted Baytex TRSU award that was converted from a Ranger equity award that had such a provision in the award agreement pursuant to which such Ranger equity award was granted, a resignation by the holder for “Good Reason” (as defined in such applicable award agreement), in each case, that occurs on or within 12 months following the merger effective time, such awards will immediately vest in full as of such termination date.

Any dividend equivalents that have been accrued with respect to Ranger equity awards will become payable ratably if and when such underlying Converted Baytex TRSU award vests.

Each Ranger Director TRSU award will vest in full at the merger effective time and, by virtue of the occurrence of the closing, be cancelled and converted into the right to receive, without interest, the merger consideration with respect to each share of Ranger common stock subject to such Ranger Director TRSU award plus the amount of any dividend equivalents payable with respect to such Ranger Director TRSU award that remain unpaid as of the merger effective time. No fractional Baytex common share will be issued in respect of a Ranger Director TRSU award, and any such fractional Baytex common share will instead be paid in cash.

For additional information regarding the treatment of Ranger equity awards, please see “The Merger Agreement — Treatment of Ranger Equity Awards.”

How do I vote my shares of Ranger common stock?

If you were a holder of record of Ranger common stock as of the Ranger Record Date, you may submit your proxy before the Ranger special meeting in one of the following ways:

•

Telephone — use the toll-free number shown on your proxy card;

•

Internet — visit the website shown on your proxy card to vote via the Internet; or

•

Mail — complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

xvi

TABLE OF CONTENTS

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the Ranger special meeting and vote online, obtain a proxy from your broker, bank or nominee.

How does the Ranger board recommend that I vote at the Ranger special meeting?

The Ranger board unanimously makes the following recommendations with respect to each of the Ranger Proposals:

•

“FOR” the Ranger Merger Proposal;

•

“FOR” the Ranger Compensation Advisory Proposal; and

•

“FOR” the Ranger Adjournment Proposal.

For additional information regarding the recommendation of the Ranger board, please see “The Merger — Recommendation of the Ranger Board; Ranger’s Reasons for the Merger Transactions.”

If my Ranger common stock is represented by physical stock certificates, should I send my stock certificates now?

No. If you own your shares of Ranger common stock in certificated form, you will receive a transmittal form from the exchange agent after the Merger Transactions are completed with instructions for the surrender of your Ranger stock certificates. Please do not send your stock certificates with your proxy card.

What happens if the Merger Transactions are not completed?

If the Ranger Merger Proposal is not approved by Ranger shareholders or the Baytex share issuance resolution is not approved by the Baytex shareholders, or if the Merger Transactions are not completed for any other reason, Ranger shareholders will not receive the merger consideration or any other consideration in connection with the Merger Transactions, and their Ranger common stock will remain outstanding.

If the Merger Transactions are not completed, Baytex and Ranger will each remain public companies independent of one another, the Ranger Class A common stock will continue to be listed and traded on the NASDAQ under the symbol “ROCC,” and the Baytex common shares will continue to trade on the NYSE and TSX under the symbol “BTE.”

If the Merger Agreement is terminated under specified circumstances, Ranger may be required to pay Baytex a termination payment of $60.0 million. If the Merger Agreement is terminated under specified circumstances, Baytex may be required to pay Ranger a termination payment of $100.0 million. See the section entitled “The Merger Agreement — Termination of the Merger Agreement” on page 140 for a more detailed discussion of the termination payments.

Why am I being asked to consider and vote on the Ranger Compensation Advisory Proposal?

Under SEC rules, Ranger is required to seek a non-binding, advisory vote of its shareholders with respect to the compensation that may be paid or become payable to Ranger’s named executive officers that is based on or otherwise relates to the Merger Transactions contemplated by the Merger Agreement.

What happens if Ranger shareholders do not approve the Ranger Compensation Advisory Proposal?

Because the vote to approve the Ranger Compensation Advisory Proposal is advisory in nature, the outcome of the vote will not be binding upon Ranger or the combined company, and the completion of the Merger Transactions are not conditioned or dependent upon the approval of the Ranger Compensation Advisory Proposal. Accordingly, the compensation that is subject to the vote, which is described in the section entitled “The Merger — Interests of Ranger’s Directors and Executive Officers in

xvii

TABLE OF CONTENTS

the Merger” on page 79 of this proxy statement/prospectus, may be paid to Ranger’s named executive officers even if Ranger’s shareholders do not approve the Ranger Compensation Advisory Proposal.

What is the difference between a shareholder of record and a shareholder who holds Ranger common stock in street name?

Shareholders of Record. If your shares of Ranger common stock are registered in your name with Ranger’s transfer agent, AST, you are a shareholder of record with respect to those shares and the proxy materials were sent directly to you.

Street Name Holders. If you hold your shares in an account at a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name.” The proxy materials were forwarded to you by your bank, broker or other nominee, who is considered the shareholder of record for purposes of voting at the Ranger special meeting. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares held in your account.

If my shares of Ranger common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

Under the rules of the NASDAQ, if you fail to instruct your bank, broker or other nominee how to vote, your bank, broker or other nominee will only be permitted to vote your shares of Ranger common stock with respect to “routine” matters. All of the proposals scheduled for consideration at the Ranger special meeting are “non-routine” matters. As a result, if you fail to provide voting instructions to your broker, bank or other nominee, your shares of Ranger common stock will not be counted as present at the Ranger special meeting for purposes of determining a quorum and will not be voted on any of the Ranger Proposals. If you provide voting instructions to your broker, bank or other nominee on one or more of the Ranger Proposals but not on one or more of the other proposals, then your shares of Ranger common stock will be counted as present for the purposes of determining a quorum but will not be voted on any proposal for which you fail to provide instructions. To make sure that your shares are voted with respect to each of the Ranger Proposals, you should instruct your bank, broker or other nominee how you wish to vote your shares of Ranger common stock in accordance with the procedures provided by your bank, broker or other nominee regarding the voting of your shares.

A failure to instruct your bank, broker or other nominee how you wish to vote your shares of Ranger common stock will not have any effect on the outcome of the Ranger Merger Proposal, Ranger Compensation Advisory Proposal or the Ranger Adjournment Proposal.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Ranger common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares of Ranger common stock are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares of Ranger common stock.

If a Ranger shareholder gives a proxy, how are the shares of Ranger common stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Ranger common stock, as applicable, in the way that you indicate. When completing the proxy card or the Internet or telephone processes, you may specify whether your shares of Ranger common stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Ranger special meeting.

How will my shares of Ranger common stock be voted if I return a blank proxy?

If you sign, date and return your proxy card and do not indicate how you want your shares of Ranger common stock to be voted, then your shares of Ranger common stock will be voted “FOR” the Ranger

xviii

TABLE OF CONTENTS

Merger Proposal, “FOR” the Ranger Compensation Advisory Proposal and “FOR” the Ranger Adjournment Proposal.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to Ranger’s Corporate Secretary at the address listed below so that it is received by Ranger’s Corporate Secretary prior to the Ranger special meeting, or by virtually attending the Ranger special meeting online and voting. You also may revoke your proxy by sending a notice of revocation to Ranger’s Corporate Secretary, which must be received prior to the Ranger special meeting. Execution or revocation of a proxy will not in any way affect your right to attend the Ranger special meeting virtually and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Ranger Oil Corporation
Attn: Corporate Secretary
16285 Park Ten Place, Suite 500
Houston, Texas 77084

For more information, please see “Ranger Special Meeting — Revocation of Proxy.”

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

If your shares of Ranger common stock are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Where can I find the voting results of the Ranger special meeting?

The preliminary voting results for the Ranger special meeting will be announced at the meeting. In addition, within four business days of the Ranger special meeting, Ranger intends to file the final voting results of the Ranger special meeting with the SEC on a Current Report on Form 8-K.

Who will count the votes?

The votes at the Ranger special meeting will be tabulated and certified by the inspector of elections appointed by the Ranger board.

Do Ranger shareholders have dissenters’ or appraisal rights?

No. No dissenters’ or appraisal rights will be available with respect to the company merger or any of the other Merger Transactions.

Are there any risks that I should consider in deciding whether to vote for the approval of the Ranger Merger Proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” on page 17. You also should read and carefully consider the risk factors with respect to Ranger and Baytex that are contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Do any of the officers or directors of Ranger have interests in the company merger that may differ from or be in addition to my interests as a Ranger shareholder?

Yes. In considering the recommendation of the Ranger board that Ranger shareholders vote to approve the Ranger Merger Proposal and the Ranger Compensation Advisory Proposal, Ranger shareholders should be aware that, aside from their interests as shareholders of Ranger, some of Ranger’s directors and executive officers have interests in the company merger that may be different from, or in addition to, the interests of Ranger shareholders generally. The Ranger board was aware of and

xix

TABLE OF CONTENTS

considered these interests, among other matters, in evaluating, negotiating and adopting the Merger Agreement, in approving the Merger Transactions and in recommending the approval of the Ranger Proposals.

For more information on these interests and quantification of certain of these interests, please see “The Merger — Interests of Ranger’s Directors and Executive Officers in the Merger.”

What happens if I sell my shares of Ranger common stock after the Ranger Record Date but before the Ranger special meeting?

The Ranger Record Date is earlier than the date of the Ranger special meeting. If you transfer your shares of Ranger common stock after the Ranger Record Date but before the Ranger special meeting, you will, unless special arrangements are made, retain your right to vote at the Ranger special meeting.

Who will solicit and pay the cost of soliciting proxies in connection with the Ranger special meeting?

The Ranger board is soliciting your proxy in connection with the Ranger special meeting, and Ranger will bear the cost of soliciting such proxies, including the costs of printing and mailing this proxy statement/prospectus. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of shares of Ranger common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of Ranger’s directors, officers and employees, without additional compensation.

When and where is the Baytex annual and special meeting?

The Baytex annual and special meeting was held virtually on May 15, 2023. For more information, see the section entitled “The Merger — The Baytex Annual and Special Meeting and Shareholder Approval” on page 86.

When is Baytex’s acquisition of Ranger expected to be completed?

Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Merger Agreement — Conditions to Completion of the Company Merger” on page 139, including approval of the Ranger Merger Proposal by Ranger shareholders and approval of the Baytex share issuance resolution by the Baytex shareholders. The Merger Transactions are expected to be completed in the second quarter of 2023 or early in the third quarter of 2023. However, neither Ranger nor Baytex can predict the actual date on which the Merger Transactions will be completed, or if the Merger Transactions will be completed at all, because completion of the Merger Transactions is subject to conditions and factors outside the control of both companies, including the receipt of certain required antitrust approvals. The Merger Agreement requires Baytex’s acquisition of Ranger to be completed by the outside date of October 15, 2023.

What equity stake will Ranger shareholders hold in Baytex immediately following the Merger Transactions?

Based on the number of shares of Ranger common stock, shares of Ranger Class A common stock issuable pursuant to Ranger equity awards, and Baytex common shares, in each case, outstanding on May 17, 2023, at the merger effective time, former Ranger shareholders and holders of Ranger’s equity awards, collectively, are expected to own approximately 37% of the outstanding Baytex common shares, including the shares issuable upon future settlement of the converted awards, and persons who were Baytex shareholders immediately prior to the Merger Transactions are expected to own approximately 63% of the outstanding Baytex common shares, including for these purposes, the shares underlying the Converted Baytex TRSU awards. The relative ownership interests of Baytex shareholders and former Ranger shareholders in Baytex immediately following the Merger Transactions will depend on the number of Baytex common shares and shares of Ranger common stock issued and outstanding immediately prior to the merger effective time.

If I am a holder of Ranger Class A common stock, how will I receive the merger consideration to which I am entitled?

If you hold your shares of Ranger Class A common stock in book-entry form, whether through The

TABLE OF CONTENTS

Depository Trust Company or otherwise, you will not be required to take any specific actions to exchange your Ranger Class A common stock for Baytex common shares and the cash consideration. Your shares of Ranger Class A common stock will, at the merger effective time, be automatically exchanged for the Baytex common shares and cash (including any cash in lieu of fractional Baytex common shares) to which you are entitled. If you instead hold your shares of Ranger Class A common stock in certificated form or in direct registration with AST, then, after receiving the proper and completed documentation from you following the completion of the Merger Transactions, the exchange agent will deliver to you the Baytex common shares and cash (including any cash in lieu of any fractional Baytex common shares) to which you are entitled as merger consideration. More information may be found in the section entitled “The Merger — Merger Consideration” on page 44.

Will the Baytex common shares to be issued to Ranger shareholders at the merger effective time be traded on an exchange?

Yes. It is a condition to the completion of the Merger Transactions that the Baytex common shares to be issued in connection with the company merger be approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing conditions. The Baytex common shares currently trade on the NYSE and TSX under the symbol “BTE.” When the company merger is completed, the Ranger Class A common stock will cease to be traded on the NASDAQ and will be deregistered under the Exchange Act.

The Baytex common shares to be issued to Ranger shareholders in connection with the Merger Transactions will be freely transferable, except for Baytex common shares issued to any shareholder deemed to be an “affiliate” of Baytex under the Securities Act. Baytex common shares to be issued to Ranger shareholders in connection with the Merger Transactions will not be legended and may be resold in Canada through registered dealers provided that (i) Baytex is and has been a reporting issuer in Canada for the four months immediately preceding the trade, (ii) the trade is not a “control distribution” as defined in National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators, (iii) no unusual effort is made to prepare the market or to create a demand for the Baytex common shares that are the subject of the trade, (iv) no extraordinary commission or consideration is paid to a person or company in respect of such trade, and (v) if the selling security holder is an insider or officer of Baytex, the selling security holder has no reasonable grounds to believe that Baytex is in default of securities legislation. For more information, see the section entitled “The Merger — Restrictions on Resales of Baytex Common Shares Received in the Merger Transactions” on page 87.

What are the material U.S. federal income tax consequences of the company merger to holders of Ranger Class A common stock?

The receipt of cash and Baytex common shares in exchange for Ranger Class A common stock pursuant to the company merger is expected to be a taxable transaction for U.S. federal income tax purposes. Holders of Ranger Class A common stock are strongly encouraged to consult with, and rely solely upon, their own tax advisors as to the specific tax consequences of the Merger Transactions to them in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws. Please see the section of this proxy statement/prospectus entitled “The Merger — Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Company Merger” on page 90.

What should I do now?

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the internet as soon as possible so that your shares will be voted in accordance with your instructions.

How can I find more information about Ranger or Baytex?

You can find more information about Ranger or Baytex from various sources described in the section entitled “Where You Can Find Additional Information,” on page 196 of this proxy statement/prospectus.

xxi

TABLE OF CONTENTS

SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. Ranger and Baytex urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which Ranger and Baytex have referred you. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information” on page 196. Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page 108)

Baytex Energy Corp.

Baytex, whose legal name is Baytex Energy Corp., is engaged in the acquisition, development and production of crude oil and natural gas in the Western Canadian Sedimentary Basin and the Eagle Ford in the United States. Approximately 84% of Baytex’s production is weighted toward crude oil and natural gas liquids (“NGLs”). Baytex and its predecessors have been in business for more than 25 years and the operating teams are well established with a track record of technical proficiency and operational success. Throughout Baytex’s history, it has endeavored to add value by developing assets and completing selective acquisitions.

Baytex was formed on October 22, 2010 pursuant to a certificate of incorporation under the ABCA. Baytex’s executive and corporate head office is located at 2800, 520 — 3rd Avenue S.W. Calgary, Alberta, Canada, T2P 0R3, and its registered office is located at 2400, 525 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1G1. Baytex common shares are listed on the NYSE and the TSX under the symbol “BTE.”

Additional information about Baytex can be found on its website at www.baytexenergy.com. The information contained in, or that can be accessed through, Baytex’s website is not incorporated in this proxy statement/prospectus. For additional information about Baytex, see the section entitled “Where You Can Find Additional Information” on page 196.

Ranger Oil Corporation

Ranger, whose legal name is Ranger Oil Corporation, was incorporated in Virginia in 1882. Based in Houston, Texas, Ranger is an independent oil and gas company focused on the onshore development and production of crude oil, NGLs, and natural gas in the Eagle Ford Shale in south Texas. Shares of Ranger Class A common stock are listed and traded on the NASDAQ under the ticker symbol “ROCC.” Ranger’s executive offices are located at 16285 Park Ten Place, Suite 500, Houston, Texas 77084, and can be reached by phone at (713) 722-6500.

Additional information about Ranger can be found on its website at www.RangerOil.com. The information contained in, or that can be accessed through, Ranger’s website is not incorporated in this proxy statement/prospectus. For additional information about Ranger, see the section entitled “Where You Can Find Additional Information” on page 196.

Nebula Merger Sub, LLC

Nebula Merger Sub, LLC is a Delaware limited liability company that was formed for the sole purpose of effecting the company merger. At the merger effective time, merger sub will merge with and into Ranger, with Ranger surviving as an indirect wholly owned subsidiary of Baytex, whereupon the separate existence of merger sub will cease.

The Merger Transactions and the Merger Agreement (page 44)

The Merger Agreement provides, among other things, that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, at the merger effective time, merger sub will merge with and into Ranger, with Ranger surviving the merger as an indirect, wholly owned subsidiary of Baytex.

TABLE OF CONTENTS

The terms and conditions of the Merger Transactions are contained in the Merger Agreement, which is described in this proxy statement/prospectus and attached to this proxy statement/prospectus as Annex A. You are encouraged to read the Merger Agreement carefully, as it is the legal document that governs the Merger Transactions. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the Merger Agreement are qualified in their entirety by reference to the full text of the Merger Agreement. For a summary of the Merger Agreement, see the section entitled “The Merger Agreement,” on page 109.

Merger Consideration (page 44)

Under the Merger Agreement, at the merger effective time, each eligible share will be converted into the right to receive (i) 7.49 Baytex common shares and (ii) $13.31 in cash, without interest.

The merger consideration will be equitably adjusted, without duplication, in the event of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares involving Ranger common stock or Baytex common shares prior to the merger effective time, to proportionally reflect such change. In addition, each holder of Ranger Class A common stock will receive cash (without interest) in lieu of any fractional Baytex common shares that such shareholders would otherwise receive as share consideration in the Merger Transactions.

Ranger Board of Directors’ Recommendation (page 54)

The Ranger board unanimously recommends that you vote “FOR” the Ranger Merger Proposal, “FOR” the Ranger Compensation Advisory Proposal and “FOR” the Ranger Adjournment Proposal. For a description of some of the factors considered by the Ranger board in reaching its decision to adopt the Merger Agreement and additional information on the recommendation of the Ranger board that Ranger shareholders vote to approve the Merger Agreement, see the section entitled “The Merger — Recommendation of the Ranger Board and its Reasons for the Company Merger” on page 54.

Comparative Per Share Market Price Information (page 42)

The following table presents the closing price per share of Baytex common shares on the TSX and NYSE and of Ranger Class A common stock on the NASDAQ on (i) February 27, 2023, the last full trading day prior to the public announcement of the signing of the Merger Agreement and (ii) May 17, 2023, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Ranger Class A common stock, which was calculated by multiplying the closing price of Baytex common shares on the NYSE on those dates by the share consideration and adding $13.31 in respect of the cash consideration.

Baytex
common shares

Ranger
Class A
common stock

Equivalent value of
merger
consideration per share
of Ranger stock based
on price of Baytex
common shares

Date

TSX

NYSE(1)

NASDAQ

NYSE

(C $)

(US $)

February 27, 2023

5.83

4.31

41.22

45.59

May 17, 2023

4.51

3.35

38.21

38.40

(1)

The Baytex common shares were delisted from the NYSE effective December 3, 2020 and relisted on the NYSE effective February 23, 2023.

TABLE OF CONTENTS

Opinion of Ranger’s Financial Advisor (page 60)

In connection with the company merger, BofA Securities, Inc. (“BofA Securities”), Ranger’s financial advisor, delivered to the Ranger board a written opinion, dated February 27, 2023, as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of Ranger common stock. The full text of the written opinion, dated February 27, 2023, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the Ranger board (in its capacity as such) for the benefit and use of the Ranger board in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the company merger and no opinion or view was expressed as to the relative merits of the company merger in comparison to other strategies or Merger Transactions that might be available to Ranger or in which Ranger might engage or as to the underlying business decision of Ranger to proceed with or effect the company merger. BofA Securities’ opinion does not address any other aspect of the company merger and does not constitute a recommendation to any Ranger shareholder as to how to vote or act in connection with the proposed company merger or any other matter.

The Ranger Special Meeting (page 100)

The Ranger special meeting will be held virtually, conducted via live audio webcast on June 16, 2023, at 7:00 a.m., Central Time. The Ranger special meeting is being held to consider and vote on the following proposals:

•

the Ranger Merger Proposal;

•

the Ranger Compensation Advisory Proposal; and

•

the Ranger Adjournment Proposal.

Only holders of record of shares of Ranger common stock at the close of business on May 17, 2023 will be entitled to vote at the Ranger special meeting. All shares represented by properly executed and delivered proxies will be voted at the Ranger special meeting. On May 17, 2023 (the “Ranger Record Date”), there were 19,009,954 shares of Ranger Class A common stock and 22,548,998 shares of Ranger Class B common stock (all of which will be converted to shares of Ranger Class A common stock pursuant to the Opco Unit Exchange prior to the merger effective time) outstanding and entitled to vote.

Holders of Ranger common stock will vote together as a single class at the Ranger special meeting. Holders of Ranger common stock are entitled to one vote per share of Ranger common stock on all matters to be presented at the Ranger special meeting. Therefore, up to 41,558,952 votes may be cast at the Ranger special meeting. All shares represented by properly executed and delivered proxies will be voted at the Ranger special meeting.

If a quorum is not present at the Ranger special meeting, the holders of a majority of the shares entitled to vote who are present or represented by proxy have the power to adjourn the Ranger special meeting from time to time without notice, other than an announcement at the Ranger special meeting of the time and place of the adjourned meeting, until a quorum is present. In addition, under the Ranger Bylaws, Ranger’s Chairman has the power to adjourn the Ranger special meeting for any reason from time to time without notice, other than an announcement of the time and place of the adjourned meeting, provided that a new record date is not set. At any such adjourned meeting at which a quorum is present, any business may be transacted that may have been transacted at the Ranger special meeting.

TABLE OF CONTENTS

Approval of each of the Ranger Compensation Advisory Proposal and the Ranger Adjournment Proposal requires that the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal. Abstentions, broker non-votes and failures to vote will not count as votes cast and, therefore, will have no effect on the outcome of the Ranger Compensation Advisory Proposal or the Ranger Adjournment Proposal. As an advisory vote, the Ranger Compensation Advisory Proposal is not binding upon Ranger, Baytex or their respective boards of directors, and approval of this proposal is not a condition to completion of the company merger.

Recommendation of the Ranger Board; Ranger’s Reasons for the Merger Transactions (page 54)

The Ranger board has determined that the Merger Agreement and the Merger Transactions contemplated thereby, including the company merger, are fair to, and in the best interests of, Ranger and its shareholders and has adopted and declared advisable the Merger Agreement and the Merger Transactions contemplated thereby, including the company merger. The Ranger board unanimously recommends that Ranger shareholders vote “FOR” the Ranger Merger Proposal, “FOR” the Ranger Compensation Advisory Proposal and “FOR” the Ranger Adjournment Proposal. For additional information on the factors considered by the Ranger board in reaching this decision and the recommendation of the Ranger board, please see “The Merger — Recommendation of the Ranger Board; Ranger’s Reasons for the Merger Transactions.”

Interests of Ranger’s Directors and Executive Officers in the Merger (page 79)

Ranger shareholders should be aware that, aside from their interests as Ranger shareholders, Ranger’s directors and executive officers have interests in the Merger Transactions that are different from, or in addition to, the interests of other Ranger shareholders generally. The Ranger board was aware of such interests during its deliberations on the merits of the Merger Transactions and in deciding to recommend that Ranger shareholders vote “FOR” the Ranger Merger Proposal at the Ranger special meeting.

These interests include:

•

the executive officers of Ranger will be entitled to certain severance payments or benefits and accelerated vesting of certain equity-based awards in the event of a qualifying termination of employment following the completion of the company merger;

•

the Merger Agreement provides for accelerated vesting of equity-based awards held by the non-employee directors of Ranger in connection with the Merger Transactions; and

•

certain executive officers and directors of Ranger may have continuing roles after the merger effective time.

The Ranger board was aware of these additional interests of Ranger’s directors and executive officers and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the company merger, in adopting the Merger Agreement and in recommending that Ranger shareholders approve the Ranger Merger Proposal at the Ranger special meeting. For a further discussion of the interests of Ranger directors and executive officers in the company merger, see “The Merger — Interests of Ranger’s Directors and Executive Officers in the Merger” beginning on page 79. Ranger shareholders should take these interests into account in deciding whether to vote “FOR” the Ranger Merger Proposal.

The Baytex Annual and Special Meeting and Shareholder Approval (page 86)

Under Section 611 of the TSX Company Manual, security holder approval is required if the number of securities issued or issuable by a listed issuer in payment of the purchase price for an acquisition, exceeds 25% of the number of securities of the listed issuer which are outstanding, on a pre-acquisition non-diluted basis. Under the terms of the Merger Agreement, Baytex has agreed to issue 7.49 Baytex common shares in exchange for each eligible share and $13.31 in cash, without interest and to convert each Ranger TRSU award, other than any Ranger Director TRSU award, and each Ranger PBRSU award, in each case, that is outstanding immediately prior to the merger effective time, into Converted Baytex TRSU awards (as further described in the section entitled “The Merger Agreement — Treatment of Ranger Equity Awards” on page 123). Accordingly, if the company merger is completed, Baytex anticipates that up to 323,323,741 Baytex common shares would be issued or issuable in the Merger Transactions, representing approximately

TABLE OF CONTENTS

37% of the then-current issued and outstanding Baytex common shares, including for these purposes, the shares underlying the Converted Baytex TRSU awards.

Because the number of Baytex common shares being issued in the Merger Transactions will exceed 25% of the number of outstanding Baytex common shares on a pre-acquisition non-diluted basis, Baytex shareholders will be required pursuant to Section 611 of the TSX Company Manual to approve the issuance of such number of Baytex common shares as is necessary under the Merger Agreement, and Baytex will not be able to satisfy the listing requirements of the TSX unless the Baytex share issuance resolution is approved.

The actual number of Baytex common shares to be issued or reserved for issuance under the Merger Agreement will be determined immediately prior to the merger effective time based on the share consideration, the number of shares of Ranger Class A common stock outstanding at such time and the number of Ranger equity awards outstanding at such time.

Baytex held the Baytex annual and special meeting on May 15, 2023 (which we refer to, including any adjournments or postponements thereof, as the “Baytex annual and special meeting”) where Baytex shareholders considered and approved, among other matters, the Baytex share issuance resolution. Baytex has separately prepared and delivered the management information circular to Baytex shareholders in connection with the Baytex annual and special meeting in accordance with applicable Canadian securities and corporate laws. A copy of such management information circular is available on the website maintained by Baytex (https://www.baytexenergy.com/investors/shareholder-meetings/) and filed under Baytex’s electronic profile on SEDAR (www.sedar.com) and furnished on EDGAR. The Baytex management information circular and website are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.

Listing of Baytex Common Shares (page 79)

The completion of the Merger Transactions is conditioned upon receipt of conditional listing approval for the listing of the Baytex common shares issuable under the Merger Agreement on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing conditions, prior to the merger effective time.

On April 19, 2023, the TSX conditionally approved for listing the shares Baytex anticipates issuing under the Merger Agreement. Baytex has applied to list the Baytex common shares to be issued pursuant to the Merger Agreement on the NYSE.

Delisting and Deregistration of Ranger Common Stock (page 79)

Shares of Ranger Class A common stock currently trade on the NASDAQ under the stock symbol “ROCC.” When the company merger is completed, Ranger will cease to exist and the Ranger Class A common stock will cease to be traded on the NASDAQ and will be deregistered under the Exchange Act.

Material U.S. Federal Income Tax Consequences of the Company Merger to Holders of Ranger Class A Common Stock (page 90)

The receipt of cash and Baytex common shares in exchange for Ranger Class A common stock pursuant to the company merger is expected to be a taxable transaction for U.S. federal income tax purposes. Holders of Ranger Class A common stock are strongly encouraged to consult with, and rely solely upon, their own tax advisors as to the specific tax consequences of the Merger Transactions to them in their particular circumstances, including the applicability and effect of any U.S. federal, state or local, non-U.S. or other tax laws. For a more detailed discussion of the material U.S. federal income tax considerations with respect to the company merger, see the section entitled “The Merger — Material U.S. Federal Income Tax Considerations.”

Accounting Treatment of the Merger Transactions (page 86)

In accordance with IFRS, Baytex will be considered the acquirer for accounting purposes and will account for the Merger Transactions using the acquisition method of accounting for business combinations.

TABLE OF CONTENTS

The unaudited pro forma consolidated financial information presented in this proxy statement/prospectus has been derived from the audited historical financial statements of Baytex and Ranger as of and for the year ended December 31, 2022 and from the unaudited interim financial statements of Baytex and Ranger as of and for the three month period ended March 31, 2023. The unaudited pro forma consolidated statement of financial position as of March 31, 2023 presents the financial position of Baytex and Ranger giving pro forma effect to the Merger Transactions as if the Merger Transactions had occurred on March 31, 2023. The unaudited pro forma consolidated statements of income for the year ended December 31, 2022 and for the three month period ended March 31, 2023 present the results of operations of Baytex and Ranger giving pro forma effect to the Merger Transactions as if the Merger Transactions had occurred on January 1, 2022.

For a more detailed discussion of the accounting treatment of the Merger Transactions, see the section entitled “The Ranger Merger Proposal — Accounting Treatment of the Merger Transactions,” on page 86.

Regulatory Approvals Required for the Merger Transactions (page 87)

On April 12, 2023 (at 11:59 p.m. Eastern Time) the waiting period under the HSR Act expired. The expiration of the waiting period under the HSR Act satisfies one of the conditions of the Merger Transactions. Ranger and Baytex are not currently aware of any material consents or other filings that are required prior to the combination of Baytex and Ranger other than those described in this proxy statement/prospectus.

Although Baytex and Ranger believe that they will receive the required authorizations and approvals described herein to complete the Merger Transactions, there can be no assurance as to the timing of these consents and approvals, Baytex’s or Ranger’s ultimate ability to obtain such consents or approvals (or any additional consents or approvals that may otherwise become necessary), or the conditions or limitations that such approvals may contain or impose. For more information regarding factors that could impact the closing of the Merger Transactions, see the section entitled “Risk Factors,” on page 17.

For a more detailed discussion of the regulatory approvals required to close the Merger Transactions see the sections of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Completion of the Company Merger” and “The Merger — Approvals Required for the Merger Transactions,” on pages 139 and 87, respectively.

Treatment of Ranger Equity Awards

Ranger TRSU Awards and Ranger PBRSU Awards

TABLE OF CONTENTS

Any dividend equivalents that have been accrued with respect to Ranger equity awards will become payable ratably if and when such underlying Converted Baytex TRSU award vests.

Ranger Director TRSU Awards

Each Ranger Director TRSU award will vest in full at the merger effective time and, by virtue of the occurrence of the closing, be cancelled and converted into the right to receive, at the merger effective time, without interest, the merger consideration with respect to each share of Ranger common stock subject to such Ranger Director TRSU award plus the amount of any dividend equivalents payable with respect to such Ranger Director TRSU award that remain unpaid as of the merger effective time. Following the merger effective time, no such Ranger Director TRSU award that was outstanding immediately prior to the merger effective time will remain outstanding. No fractional Baytex common share will be issued in respect of a Ranger Director TRSU award, and any such fractional Baytex common share will instead be paid in cash.

No Appraisal Rights

No dissenters’ or appraisal rights will be available with respect to the company merger or any of the other Merger Transactions contemplated by the Merger Agreement.

Restrictions on Resales of Baytex Common Shares Received in the Merger Transactions

The Baytex common shares to be issued in connection with the Merger Transactions will be registered under the Securities Act and will be freely transferable under the Securities Act and the Exchange Act, except for shares issued to any shareholder who may be deemed to be an “affiliate” of Baytex for purposes of Rule 144 under the Securities Act. Additionally, the Class B Holders who will receive Baytex common shares in connection with the Merger Transactions have agreed to certain transfer restrictions following the closing of the Merger Transactions. See the section of this proxy statement/prospectus entitled “Investor and Registration Rights Agreement” beginning on page 111 for further discussion of the terms of the transfer restrictions.

The Baytex common shares to be issued to Ranger shareholders in connection with the Merger Transactions will not be legended and may be resold in Canada through registered dealers provided that (i) Baytex is and has been a reporting issuer in Canada for the four months immediately preceding the trade, (ii) the trade is not a “control distribution” as defined in National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators, (iii) no unusual effort is made to prepare the market or to create a demand for the Baytex common shares that are the subject of the trade, (iv) no extraordinary commission or consideration is paid to a person or company in respect of such trade, and (v) if the selling security holder is an insider or officer of Baytex, the selling security holder has no reasonable grounds to believe that Baytex is in default of applicable Canadian securities legislation.

See the section of this proxy statement/prospectus entitled “Restrictions on Resale of Baytex common shares Received in the Merger Transactions” beginning on page 87 for further discussion of the terms of the Support Agreement.

The Support Agreement (page 143)

On February 27, 2023, following the execution of the Merger Agreement, Baytex and the Class B Holders entered in the Support Agreement, pursuant to which they agreed, except in limited circumstances, subject to the terms and conditions of the Support Agreement, to (i) vote in favor of the company merger, (ii) not transfer their Ranger Class B common stock and Opco common units between signing the Merger Agreement and the closing of the Merger Transactions and (iii) complete the Opco Unit Exchange.

See the section of this proxy statement/prospectus entitled “The Support Agreement” beginning on page 143 for further discussion of the terms of the Support Agreement. A copy of the Support Agreement is also attached as Annex C to this proxy statement/prospectus.

Investor and Registration Rights Agreement (page 145)

On February 27, 2023, contemporaneously with the execution of the Merger Agreement, Baytex and the Class B Holders entered into the IRRA. The IRRA provides for, among other things, customary

TABLE OF CONTENTS

registration rights for the Class B Holders’ registrable securities following the closing of the Merger Transactions. Pursuant to the IRRA, the Baytex board will be expanded by the appointment of Jeffrey E. Wojahn, a current Ranger director, and one additional director nominee to be chosen by Ranger from the directors currently serving on the Ranger board, provided such director must be independent with respect to Baytex. Such additional directors will be nominated to serve on the Baytex board at any election of directors occurring on or before December 31, 2024. In addition, the Class B Holders agreed, pursuant to the IRRA, (i) to abide by customary standstill restrictions that apply from the closing until the Class B Holders cease to beneficially own at least 5% of the issued and outstanding Baytex common shares and (ii) that: (a) for the first 90 days post-closing they will not transfer any of the Baytex common shares received pursuant to the Merger Transactions; (b) for the next 90 days thereafter, they may dispose of up to 33% of such shares; (c) for the next 90 days thereafter, they may dispose of up to 66% of such shares and (d) thereafter they may dispose of up to 100% of such shares. See the section of this proxy statement/prospectus entitled “Investor and Registration Rights Agreement” beginning on page 145 for further discussion of the terms of the IRRA. A copy of the IRRA is also attached as Annex D to this proxy statement/prospectus.

Conditions to Completion of the Company Merger (page 139)

Mutual Conditions to Completion

The obligations of Baytex and Ranger to effect the Merger Transactions are subject to the satisfaction at or prior to the closing of the Merger Transactions of the following conditions:

•

the affirmative vote of the holders of a majority of the votes cast on the Ranger Merger Proposal;

•

the affirmative vote of a majority of the outstanding Baytex common shares entitled to vote thereon and present in person or represented by proxy at the Baytex annual and special meeting on the Baytex share issuance resolution in connection with the Merger Transactions by Baytex shareholders;

•

any waiting period applicable to the Merger Transactions under the HSR Act shall have been terminated or shall have expired;

•

no governmental entity having jurisdiction over any party shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger Transactions, including the company merger, and no law shall have been adopted that makes consummation of the Merger Transactions, including the company merger, illegal or otherwise prohibited;

•

the registration statement on Form F-4, of which this proxy statement/prospectus forms a part, filed by Baytex in connection with the issuance of Baytex common shares in the company merger, shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceeding seeking a stop order; and

•

Baytex common shares to be issued pursuant to the company merger shall have been authorized for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to the satisfaction of customary listing conditions.

The Merger Agreement provides that these conditions may be waived to the extent permitted by applicable law.

Conditions to the Obligations of Ranger

The obligation of Ranger to effect the Merger Transactions are also subject to the satisfaction or waiver by Ranger of the following conditions:

•

the accuracy of the representations and warranties of Baytex and merger sub as set forth in the Merger Agreement, subject to the materiality standards set forth in the Merger Agreement, as of February 27, 2023 and as of the closing date (except to the extent such representations and warranties speak as of a specified date or period of time, in which case such representations and warranties will be true and correct as of such date or period of time), and Ranger’s receipt of an officer’s certificate from Baytex to that effect;

TABLE OF CONTENTS

•

performance of, or compliance with, in all material respects all agreements and covenants required to be performed or complied with pursuant to the Merger Agreement by Baytex and merger sub prior to the merger effective time, and Ranger’s receipt of an officer’s certificate from Baytex to that effect; and

•

no event, change, effect or development having occurred since February 27, 2023, individually or in the aggregate, that has had or would reasonably be expected to have a material adverse effect on Baytex.

Conditions to the Obligations of Baytex

The obligations of Baytex to effect the Merger Transactions are also subject to the satisfaction or waiver by Baytex of the following conditions:

•

the accuracy of the representations and warranties of Ranger set forth in the Merger Agreement, subject to the materiality standards set forth in the Merger Agreement, as of February 27, 2023 and as of the closing date (except to the extent such representations and warranties speak as of a specified date or period of time, in which case such representations and warranties will be true and correct as of such date or period of time), and Baytex’s receipt of an officer’s certificate from Ranger to that effect;

•

performance of, or compliance with, in all material respects all agreements and covenants required to be performed or complied with pursuant to the Merger Agreement by Ranger prior to the merger effective time, and Baytex’s receipt of an officer’s certificate from Ranger to that effect;

•

the Opco Unit Exchange shall have been consummated in accordance with the terms of the Support Agreement.

No Solicitation (page 124)

From and after the date of the Merger Agreement and until the earlier of the merger effective time and termination of the Merger Agreement, Baytex and Ranger and their respective officers and directors will, will cause their respective subsidiaries and their respective officers and directors to, and will use their reasonable best efforts to cause their other representatives to, immediately cease, and cause to be terminated, any discussions or negotiations with any person conducted heretofore by Baytex or Ranger or their respective subsidiaries or representatives with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a competing proposal. The applicable party will immediately terminate any physical and electronic data access related to any potential competing proposal previously granted to such persons.

Subject to the provisions in the Merger Agreement, from the date of the Merger Agreement until the earlier of the merger effective time and the termination date, Baytex and Ranger have agreed they each will not, and they each will cause their respective subsidiaries and their respective directors and officers not to, and will use reasonable best efforts to cause their other representatives not to, directly or indirectly:

•

initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a competing proposal;

•

engage in, continue or otherwise participate in any discussions or negotiations with any person with respect to, relating to, or in furtherance of a competing proposal or any inquiry, proposal or offer that would reasonably be expected to lead to, a competing proposal;

•

furnish any information relating to such party or its subsidiaries, or access to the properties, assets or employees of such party or its subsidiaries, to any person in connection with or in response to a competing proposal or any inquiry, proposal or offer that would reasonably be expected to lead to, a competing proposal;

TABLE OF CONTENTS

•

enter into any letter of intent or agreement in principle or other agreement providing for a competing proposal (except for permitted confidentiality agreements as discussed below); or

•

submit a competing proposal to the vote of the shareholders (provided that, the parties or any of their representatives may, (i) in response to an unsolicited inquiry or proposal from a third party, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes a superior proposal and (ii) in response to an unsolicited inquiry or proposal from a third party, inform a third party or its representative of the restrictions imposed by the Merger Agreement without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted thereunder).

For more detailed information, see the section entitled “The Merger Agreement — No Solicitation; Changes in Recommendation,” on page 124.

Debt Financing (page 89)

On February 27, 2023, CIBC, RBC and BNS entered into a debt commitment letter with Baytex providing for a debt financing transaction, the proceeds of which will be used to partially fund the Merger Transactions. Pursuant to the debt commitment letters, CIBC, RBC and BNS committed to provide a new US$1.0 billion revolving credit facility (the “Baytex new bank facility”) and up to a US$250 million term credit facility (the “Baytex term loan”), and CIBC and RBC committed to provide a 364-day bridge loan facility in an aggregate principal amount of US$500 million (the “Baytex bridge loan”).

On April 27, 2023, Baytex closed a private offering of $800 million in aggregate principal amount of 8.500% Senior Notes due 2030 (the “Baytex 8.500% Senior Notes”) that generated net proceeds of $776.7 million. The gross proceeds of the offering were deposited into escrow pending satisfaction of certain escrow release conditions, including the consummation of the Merger Transactions. Upon satisfaction of the escrow release conditions, Baytex intends to use the net proceeds from the offering, together with borrowings under its credit facilities, to pay a portion of the merger consideration, to repay indebtedness outstanding under the Ranger credit facility, to pay any termination payments payable upon any early termination of Ranger’s hedge agreements, to satisfy, discharge and redeem the Ranger senior notes, to repay indebtedness owing to any exiting lenders under the Baytex bank facility and to pay fees and expenses in connection with the foregoing.

At the closing of the company merger, Baytex intends to increase the revolving capacity of the Baytex new bank facility from the current US$1.0 billion committed amount to US$1.1 billion, with the current maturity date of April 1, 2026 remaining unchanged, and to amend the facility to provide for the Baytex term loan, which will mature two years from the closing date of the company merger. As a result of the completion of the Baytex 8.500% Senior Notes offering, no borrowings are available under the Baytex bridge loan.

See the section entitled “The Merger — Financing — Debt Financing” for a more detailed discussion of the debt financing of Baytex.

Termination of the Merger Agreement (page 140)

Subject to conditions and circumstances described in the Merger Agreement, the Merger Agreement may be terminated and abandoned at any time prior to the merger effective time whether before or after any approval by the Ranger shareholders or Baytex shareholders of the matters presented in connection with the Merger Transactions:

•

by mutual written consent of Ranger and Baytex;

•

by either Ranger or Baytex, if:

•

any governmental entity having jurisdiction over any party shall have issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the company merger and such order, decree, ruling or injunction or other action shall have become final and non-appealable, or if there shall be adopted any law that permanently makes consummation of the company merger illegal or otherwise permanently prohibited; provided, however, that the right to terminate the Merger Agreement under this bullet shall not be available

TABLE OF CONTENTS

to any party whose failure to fulfill any covenant or agreement pursuant to the Merger Agreement has been the primary cause of or resulted in the action or event described in this bullet occurring;

•

the consummation of the company merger has not occurred on or before October 15, 2023 (the “outside date”); provided that the right to terminate the Merger Agreement under this bullet shall not be available to any party whose failure to fulfill any covenant or agreement pursuant to the Merger Agreement has been the primary cause of or resulted in the failure of the company merger to occur on or before such date;

•

the other party has caused a terminable breach (as defined in “The Merger Agreement — Termination of the Merger Agreement”); provided, however, that the terminating party is not then in terminable breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement; or

•

the approval of the Ranger Merger Proposal by the Ranger shareholders shall not have been obtained upon a vote at a duly held Ranger special meeting; or the approval of the Baytex share issuance resolution by the Baytex shareholders shall not have been obtained upon a vote at a duly held Baytex annual and special meeting of Baytex shareholders.

In addition, the Merger Agreement may be terminated under the following circumstances:

•

by Baytex, prior to, but not after, the time the Ranger shareholders approve the Ranger Merger Proposal, if the Ranger board or a committee thereof has effected a Ranger recommendation change (as defined in “The Merger Agreement — Termination of the Merger Agreement”) (whether or not such Ranger recommendation change is permitted by the Merger Agreement); and

•

by Ranger, prior to, but not after, the time the Baytex shareholders approve the Baytex share issuance resolution, if the Baytex board or a committee thereof has effected a Baytex recommendation change (as defined in “The Merger Agreement — Termination of the Merger Agreement”) (whether or not such Baytex recommendation change is permitted by the Merger Agreement).

For a more detailed explanation of the termination provisions of the Merger Agreement, as well as a discussion of the effect of termination and potential termination payments, see the section entitled “The Merger Agreement — Termination of the Merger Agreement,” on page 140.

Your Rights as a Baytex Shareholder Will Be Different from Your Rights as a Ranger Shareholder (page 42)

At the merger effective time, each eligible share will be converted into the right to receive the merger consideration, consisting of 7.49 Baytex common shares for each whole share of Ranger Class A common stock and $13.31 in cash, without interest. As a result, Ranger shareholders will have different rights once they become Baytex shareholders due to differences between the organizational documents of Baytex and Ranger and differences between Virginia law, under which laws Ranger is organized, and the laws of Alberta, under which laws Baytex is organized. For a summary of the material differences between the rights of Baytex shareholders and the existing rights of Ranger shareholders, see the section entitled “Comparison of Rights of Baytex and Ranger Shareholders,” on page 168.

Historical and Unaudited Pro Forma Consolidated Financial Information

The following tables present each of Baytex’s and Ranger’s net income and adjusted EBITDA, Baytex’s pro forma net income and adjusted EBITDA and a reconciliation of each such measure of adjusted EBITDA to the applicable measure of net income, in each case, for the year ended December 31, 2022 and three month period ended March 31, 2023. The historical and unaudited pro forma consolidated financial information presented below has been derived from the audited historical financial statements of Baytex and Ranger as of and for the year ended December 31, 2022 and from the unaudited interim financial statements of Baytex and Ranger as of and for the three month period ended March 31, 2023, with certain pro forma adjustments to give pro forma effect to the Merger Transactions. See “Unaudited Pro Forma Consolidated Financial Information” for an explanation of the pro forma transaction accounting adjustments.

The unaudited pro forma consolidated computation of adjusted EBITDA for the year ended December 31, 2022 and three month period ended March 31, 2023 presents the combined non-IFRS

TABLE OF CONTENTS

measure of Baytex and Ranger giving pro forma effect to the Merger Transactions as if the Merger Transactions had occurred on January 1, 2022. Adjusted EBITDA is a non-IFRS measure that Baytex uses to monitor its financial leverage and compliance with financial covenants and is calculated by adjusting net income or loss for financing and interest expenses, income tax, non-recurring items, and certain unrealized and non-cash transactions as set forth in the following table. Adjusted EBITDA does not have a standardized meaning prescribed by IFRS or GAAP and may not be comparable with calculations of similar measures presented by other reporting issuers. Adjusted EBITDA allows Baytex’s management to evaluate its financial performance and compare results between periods without regard to capital structure. Baytex management believes adjusted EBITDA provides useful information in assessing its financial condition, results of operations and cash flows and is widely used by the industry and the investment community.

Period Ended March 31, 2023	Baytex			USD Ranger			CAD Ranger(1)			Presentation conforming adjustments			Note(2)		CAD Ranger Adjusted Balances (Note 3g)			Financing Transactions (Note 3h)			Notes(2)		Merger Transactions			Note(2)		Pro forma consolidated
	IFRS			GAAP			GAAP			IFRS					IFRS													IFRS
Net income		$	51,441		$	113,791		$	153,928		$	(29,071)				$	124,857			(17,824)				$	(23,896)				$	134,578
Transaction costs			8,871			—			—			3,334					3,334			—					(12,205)		6a			—
Exploration and evaluation			163			—			—			—					—			—					—					163
Depletion and depreciation			165,999			85,303			115,389			27,847		3d			143,236			—					14,013		6b			323,248
Non-cash share-based compensation			—			—			—			2,774		3c			2,774			—					—					2,774
Financing and interest			23,725			14,718			19,909			1,224		3f			21,133			17,824		6c			—					62,682
Unrealized financial derivatives (gain) loss			(9,210)			(33,016)			(44,661)			—					(44,661)			—					—					(53,871)
Unrealized foreign exchange gain			(213)			—			—			—					—			—					—					(213)
Loss on dispositions			336			—			—			—					—			—					—					336
Non-cash other income			(1,271)			349			472			—					472			—					—					(799)
Current income tax expense			1,120			185			250			—					250			—					—					1,370
Deferred income tax expense			15,523			806			1,090			—					1,090			—					22,088		6d			38,701
Adjusted EBITDA		$	256,484		$	182,136		$	246,377		$	6,108				$	252,485		$	0				$	0				$	508,969

TABLE OF CONTENTS

Year Ended December 31, 2022	Baytex			USD Ranger			CAD Ranger(3)			Presentation conforming adjustments			Note(2)		CAD Ranger Adjusted Balances (Note 3g)			Financing Transactions (Note 3h)			Notes(2)		Merger Transactions			Note(2)		Pro forma consolidated
	IFRS			GAAP			GAAP			IFRS					IFRS													IFRS
Net income		$	855,605		$	464,518		$	604,430		$	(125,346)				$	479,084			(50,866)				$	(228,023)				$	1,055,800
Transaction costs			—			—			—			—					—			—					100,843		6a			100,843
Exploration and evaluation			30,239			—			—			—					—			—					—					30,239
Depletion and depreciation			587,050			244,455			318,085			119,720		3d			437,805			—					75,712		6b			1,100,567
Impairment reversal			(267,744)			—			—			—					—			—					—					(267,744)
Non-cash share-based compensation			3,159			—			—			7,227		3c			7,227			—					—					10,386
Financing and interest			104,817			46,774			60,862			5,626		3f			66,488			50,866		6c			—					222,171
Unrealized financial derivatives (gain) loss			(135,471)			(20,706)			(26,943)			—					(26,943)			—					—					(162,414)
Unrealized foreign exchange loss			45,073			—			—			—					—			—					—					45,073
Gain on dispositions			(4,898)			—			—			—					—			—					—					(4,898)
Non-cash other income			(4,009)			(361)			(470)			—					(470)			—					—					(4,479)
Current income tax expense			3,594			764			994			—					994			—					—					4,588
Deferred income tax expense			31,716			3,422			4,453			—					4,453			—					51,468		6d			87,637
Adjusted EBITDA		$	1,249,131		$	738,866		$	961,411		$	7,227				$	968,638		$	0				$	0				$	2,217,769

(1)

The Ranger consolidated financial information for the period ended March 31, 2023 was translated from USD to CAD using the period average exchange rate of $1.35.

(2)

See “Unaudited Pro Forma Consolidated Financial Information” for an explanation of the pro forma transaction accounting adjustments.

(3)

The Ranger consolidated financial information for the year ended December 31, 2022 was translated from USD to CAD using the 2022 average exchange rate of $1.30.

Summary Pro Forma Combined Proved Reserves and Production Data

The following tables present the estimated pro forma combined net proved developed and undeveloped oil, NGLs, bitumen and natural gas reserves as of December 31, 2022.

The pro forma combined reserves information gives effect to the Merger Transactions as if they had been completed on January 1, 2022; however, the proved reserves presented below represent the respective estimates made as of December 31, 2022, by Baytex and Ranger while they were separate companies. These estimates have not been updated for changes in development plans or other factors, which have occurred or may occur subsequent to December 31, 2022, or subsequent to the completion of the Merger Transactions. This pro forma information has been prepared for illustrative purposes and is not intended to be a projection of future results of the combined business. With respect to the disclosures below, the amounts were determined by referencing the “Supplemental Disclosures about Extractive activities — Oil and Gas (unaudited)” reported as Exhibit 99.10 to Baytex’s Annual Report on Form 40-F and reported in the notes to the consolidated financial statements of Ranger included in Ranger’s Annual Report on Form 10-K for the year ended December 31, 2022, respectively, each of which is incorporated by reference into this proxy statement/prospectus. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the aforementioned Form 40-F of Baytex and notes to the consolidated financial

TABLE OF CONTENTS

statements of Ranger and other documents that have been incorporated by reference. See “Where You Can Find Additional Information” within this proxy statement/prospectus.

For more information on the pro forma combined proved reserves, see Note 7 to the unaudited pro forma consolidated financial statements.

	As of December 31, 2022
	Baytex Historical		Ranger Historical		Baytex Pro Forma Combined
Proved reserves:
Oil (MBbls)		123,017		169,232		292,250
Natural gas (MMcf)		235,729		245,069		480,798
NGLs (MBbls)		52,895		44,408		97,303
Bitumen (MBbls)		4,465		—		4,465
Total (MBoe)		219,666		254,485		474,151
Proved developed reserves:
Oil (MBbls)		66,496		69,881		136,377
Natural gas (MMcf)		123,947		106,566		230,513
NGLs (MBbls)		23,160		19,136		42,296
Bitumen (MBbls)		898		—		898
Total (MBoe)		111,213		106,778		217,991
Proved undeveloped reserves:
Oil (MBbls)		56,521		99,351		155,872
Natural gas (MMcf)		111,782		138,503		250,285
NGLs (MBbls)		29,735		25,272		55,007
Bitumen (MBbls)		3,567		—		3,567
Total (MBoe)		108,453		147,707		256,160

The following table presents the individual and estimated pro forma combined average daily sales volumes for Baytex and Ranger for the year ended December 31, 2022 and the three months ended March 31, 2023. This pro forma combined sales volume data gives effect to the Merger Transactions as if they had been completed on January 1, 2022; however, the sales volume data presented below represents the respective results of Baytex and Ranger while they were separate companies. These results have not been updated for changes in development plans or other factors, which have occurred or may occur subsequent to December 31, 2022, March 31, 2023, or subsequent to the completion of the Merger Transactions. This pro forma information has been prepared for illustrative purposes and is not intended to be a projection of future results of the combined business. The amounts presented in the table below are net of royalties and similar payments and are based on U.S. Standards. Ranger data is based on average daily sales volumes presented in Ranger’s Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, and Baytex’s data has been adjusted from Baytex’s average daily production volume presented in its Annual Information Form for the year ended December 31, 2022 and subsequent filings with the SEC, to reflect sales on a net basis for consistency with U.S. Standards.

	For the Year Ended December 31, 2022
	Baytex Historical		Ranger Historical		Baytex Pro Forma Combined
Average daily sales volumes:
Liquids
Oil (bbls/d)		47,060		29,227		76,288
NGLs (bbls/d)		8,121		6,041		14,162
Total liquids (bbls/d)		55,181		35,268		90,450
Natural gas (mcf/d)		67,759		33,151		100,910
Total (boe/d)		66,474		40,793		107,267

TABLE OF CONTENTS

	For the Three Months Ended March 31, 2023
	Baytex Historical		Ranger Historical		Baytex Pro Forma Combined
Average daily sales volumes:
Liquids
Oil (bbls/d)		53,476		35,458		88,934
NGLs (bbls/d)		5,856		6,725		12,581
Total liquids (bbls/d)		59,332		42,183		101,515
Natural gas (mcf/d)		66,627		39,283		105,909
Total (boe/d)		70,437		48,730		119,167

Summary of Risk Factors (page 17)

The Merger Transactions contemplated by the Merger Agreement involve risks. In considering the Merger Transactions, including whether to vote for the Ranger Proposals, you should carefully consider the information about these risks set forth under the section entitled “Risk Factors” on page 17, a summary of which is set forth below, together with the other information included or incorporated by reference in this proxy statement/prospectus.

Risks Relating to the Merger Transactions

•

Because the number of Baytex common shares constituting part of the merger consideration is fixed and the market price of Baytex common shares has fluctuated and will continue to fluctuate, Ranger shareholders cannot be sure of the value of the merger consideration they will receive in the Merger Transactions prior to the closing of the Merger Transactions.

•

The Baytex common shares to be received by Ranger shareholders at the merger effective time will have different rights from shares of Ranger Class A common stock.

•

The Merger Transactions are subject to various closing conditions, including regulatory and shareholder approvals as well as other uncertainties, and there can be no assurances as to whether and when they may be completed.

•

In order to complete the Merger Transactions, Baytex and Ranger must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the Merger Transactions may be delayed, jeopardized or prevented and the anticipated benefits of the Merger Transactions could be reduced.

•

After Baytex’s combination with Ranger, Baytex may fail to realize projected benefits of the combination, which could adversely affect the value of Baytex common shares.

•

The announcement and pendency of the Merger Transactions could adversely affect each of Ranger’s and Baytex’s business, results of operations and financial condition.

•

Ranger and Baytex will incur substantial transaction fees and costs in connection with the Merger Transactions.

•

Completion of the Merger Transactions may trigger change in control or other provisions in certain agreements to which Ranger is a party.

•

Significant demands will be placed on Baytex and Ranger as a result of the combination of the two companies.

•

The unaudited pro forma reserve and production data included in this proxy statement/prospectus is presented for illustrative purposes only and may not be indicative of the reserves or production of the combined company following the combination of Baytex and Ranger.

•

The unaudited pro forma consolidated financial information of Ranger and Baytex is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the combination of Baytex and Ranger.

•

Baytex or Ranger may waive one or more of the closing conditions without re-soliciting shareholder approval.

•

The opinion of Ranger’s financial advisor rendered to the Ranger board does not reflect changes in circumstances between the signing of the Merger Agreement and the closing of the Merger Transactions.

TABLE OF CONTENTS

•

While the Merger Transactions are pending, Baytex and Ranger are subject to business uncertainties and contractual restrictions that could materially adversely affect Baytex and Ranger’s operating results, financial position and/or cash flows or result in a loss of employees, suppliers, vendors or customers.

•

To consummate the Merger Transactions and fund the operations of the combined company, Baytex expects to refinance the Ranger credit facility and senior notes with a combination of new committed credit facilities and the Baytex 8.500% Senior Notes. The debt commitment letters that provide for the new committed credit facilities contain certain conditions to close.

•

Failure by Baytex to successfully execute its business strategy and objectives regarding the combined company’s business may materially adversely affect the future results of the combined company and the market value of Baytex common shares.

•

Failure to complete the Merger Transactions could negatively impact the price of the Ranger Class A common stock, and future business and financial results.

•

Directors and executive officers of Ranger have interests in the Merger Transactions that may differ from the interests of Ranger shareholders generally, including, if the Merger Transactions are completed, the receipt of financial and other benefits.

•

Except in specified circumstances, if the merger effective time has not occurred by the outside date, either Ranger or Baytex may choose not to proceed with the Merger Transactions.

•

As a foreign private issuer, Baytex follows certain home country corporate governance practices instead of otherwise applicable SEC and NYSE requirements, which may reduce the frequency and scope of information and protections to which investors are entitled.

•

As a foreign private issuer, Baytex is not subject to the provisions of Regulation FD or U.S. proxy rules and will be exempt from filing certain Exchange Act reports, which could result in the Baytex common shares being less attractive to investors.

•

Baytex may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

•

Baytex discloses reserves information in accordance with Canadian standards and Ranger discloses reserves information accordance with U.S. Standards. There are significant differences in the types of volumes disclosed and the basis from which the volumes are economically determined under U.S. Standards and Canadian standards, and the difference between the reported volumes under the two disclosure standards can, therefore, be material.

•

Baytex is organized under the laws of Alberta and a substantial portion of its assets are, and many of its directors and officers reside, outside of the U.S. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the U.S. against Baytex, its officers, or members of the Baytex board.

•

The Canadian laws and regulations applicable to Baytex and its shareholders may adversely affect its ability to take actions that could be deemed beneficial to Baytex shareholders.

•

Resales of Baytex common shares following the Merger Transactions may cause the market value of Baytex common shares to decline.

•

The market value of Baytex common shares may decline as a result of the combination of Baytex and Ranger.

•

Current Baytex and Ranger shareholders will have a reduced ownership and voting interest after the Merger Transactions and will have less input into the management of the combined company.

•

Ranger and Baytex may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger Transactions from being completed.

•

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

TABLE OF CONTENTS

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the Ranger Proposals. As Baytex shareholders following the merger effective time, Ranger shareholders will be subject to all risks inherent in the business of Baytex in addition to the risks relating to Ranger. The market value of Baytex common shares will reflect the performance of the business relative to, among other things, that of the competitors of Baytex and Ranger and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss.

In addition, Ranger’s and Baytex’s respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in the case of Ranger, in its Annual Report on Form 10-K for the year ended December 31, 2022, and, in the case of Baytex, in its Annual Report on Form 40-F and corresponding Annual Information Form for the year ended December 31, 2022, and subsequent filings with the SEC which are incorporated by reference into this proxy statement/prospectus.

For more information, please see the section entitled “Where You Can Find Additional Information” on page 196.

Risks Relating to the Merger Transactions

At the merger effective time, each eligible share will be converted into the right to receive 7.49 Baytex common shares and $13.31 in cash, without interest. Because the number of Baytex common shares that constitute part of the merger consideration is fixed, the value of the merger consideration will depend on the market price of Baytex common shares at the merger effective time. The market price of Baytex common shares has fluctuated since the date of the announcement of the Merger Transactions and is expected to continue to fluctuate from the date of this proxy statement/prospectus until the closing date, which could occur a considerable amount of time after the date hereof. Changes in the price of Baytex common shares may result from a variety of factors, including, among others, crude oil and natural gas prices, general market and economic conditions, changes in Baytex’s and Ranger’s respective businesses, operations and prospects, risks inherent in their respective businesses, changes in market assessments of the likelihood that the Merger Transactions will be completed and/or the value that may be generated by the Merger Transactions and changes with respect to expectations regarding the timing of the Merger Transactions and regulatory considerations. Many of these factors are beyond Ranger’s and Baytex’s control.

The Baytex common shares to be received by Ranger shareholders at the merger effective time will have different rights from shares of Ranger Class A common stock.

At the merger effective time, Ranger shareholders will no longer be shareholders of Ranger but will instead have the right to become shareholders of Baytex. The rights of former Ranger shareholders will then be governed by Alberta law and by the terms of the Baytex Articles and Baytex By-laws, which are in some respects materially different than the terms of the Ranger Articles and Ranger Bylaws, which currently govern the rights of Ranger shareholders. See the section of this proxy statement/prospectus entitled “Comparison of Rights of Baytex and Ranger Shareholders,” on page 168 for a discussion of the different rights associated with Baytex common shares and Ranger common stock.

Closing of the Merger Transactions is subject to the satisfaction or waiver of a number of conditions specified in the Merger Agreement, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the Merger Transactions. These conditions include, among other

TABLE OF CONTENTS

things: (1) receipt of the Ranger shareholder approval; (2) receipt of the Baytex shareholder approval; (3) effectiveness of the Form F-4 (of which this proxy statement/prospectus forms a part) in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Form F-4 having been issued and remaining in effect and no proceeding to that effect having been commenced; (4) the absence of any injunction or similar order prohibiting or making illegal the consummation of the Merger Transactions; (5) approval of applicable antitrust authorities; (6) the Baytex common shares issuable in the company merger having been approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing requirements; (7) the accuracy of each party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; (8) compliance by each party in all material respects with such party’s obligations under the Merger Agreement; and (9) with respect to Baytex, the absence of a Ranger material adverse effect, and with respect to Ranger, the absence of a Baytex material adverse effect; and (10) consummation of the Opco Unit Exchange.

The governmental authorities from which authorizations are required have broad discretion in administering the governing laws and regulations and may take into account various facts and circumstances in their consideration of the Merger Transactions contemplated by the Merger Agreement. These governmental authorities may initiate proceedings or otherwise seek to prevent the Merger Transactions. As a condition to authorization of the Merger Transactions contemplated by the Merger Agreement, these governmental authorities also may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of Baytex’s business after the combination of Baytex and Ranger following receipt of final antitrust approval. Additionally, if the marketing period has not ended at the time of the satisfaction or waiver of the conditions set forth in the Merger Agreement, the closing can be delayed until the second business day following the final day of the marketing period (provided that Baytex may elect to terminate the marketing period early on no less than two business days’ notice to Ranger).

Baytex and Ranger cannot provide any assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), Baytex and Ranger cannot provide any assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger Transactions. Many of the conditions to completion of the Merger Transactions are not within either Ranger’s or Baytex’s control, and neither company can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the Merger Transactions could cause Ranger and/or Baytex not to realize some or all of the benefits that each expects to achieve if the Merger Transactions are successfully completed within the expected timeframe. Moreover, if the company merger is not completed by October 15, 2023, either Baytex or Ranger may choose not to proceed with the company merger, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after shareholder approval. In addition, Baytex and Ranger may elect to terminate the Merger Agreement in certain other circumstances as further detailed in the Merger Agreement.

On April 12, 2023 (at 11:59 p.m. Eastern Time), the waiting period under the HSR Act expired. The expiration of the waiting period under the HSR Act satisfies one of the conditions of the Merger Transactions. No assurance can be given that other required consents, orders and approvals will be obtained or that the required conditions to the completion of the Merger Transactions will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of Ranger and Baytex or may impose requirements, limitations or costs or place restrictions on the conduct of Ranger’s or Baytex’s business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an adverse event occurs with respect to Ranger or Baytex. Such extended period of time also may increase the chance that other adverse effects with respect to Ranger or Baytex could occur, such as the loss of key personnel. Even

TABLE OF CONTENTS

if all necessary approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals. For more information, see the sections entitled “The Merger — Regulatory Approvals Required for the Merger Transactions” and “The Merger Agreement — Conditions to Completion of the Company Merger,” on pages 87 and 139, respectively.

The Ranger special meeting may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the Ranger Merger Proposal is approved by Ranger shareholders, Ranger may not be required to seek further approval of Ranger shareholders.

After Baytex’s combination with Ranger, Baytex may fail to realize projected benefits of the combination, which could adversely affect the value of Baytex common shares.

Baytex and Ranger have operated and, pending closing of the company merger, will continue to operate independently. The success of Baytex’s combination with Ranger will depend, in part, on Baytex’s ability to realize the anticipated benefits from combining the businesses of Ranger and Baytex following the company merger, including operational and financial benefits that Baytex and Ranger believe the combined company will achieve. The anticipated benefits of Baytex’s combination with Ranger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that Baytex and Ranger do not currently foresee. Some of the assumptions that have been made, which include but are not limited to, increased shareholder returns, enhanced inventory and a lower asset level free cash flow break-even price, may not be realized. The integration process may, for Ranger and Baytex, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the Merger Transactions that were not discovered in the course of performing due diligence. Coordinating certain aspects of the operations and personnel of Baytex with Ranger after the combination of Baytex and Ranger will involve complex operational, technological and personnel-related challenges. Additionally, the integration will require significant time and focus from management following the combination which may disrupt the business of the combined company.

The announcement and pendency of the Merger Transactions could adversely affect each of Ranger’s and Baytex’s business, results of operations and financial condition.

The announcement and pendency of the Merger Transactions could cause disruptions in and create uncertainty surrounding Ranger’s and Baytex’s business, including affecting Ranger’s and Baytex’s relationships with their existing and future customers, suppliers and employees, which could have an adverse effect on Ranger’s or Baytex’s business, results of operations and financial condition, regardless of whether the Merger Transactions are completed. In particular, Ranger and Baytex could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the Merger Transactions. Ranger and Baytex could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. The attention of Ranger’s and Baytex’s respective management may be directed towards closing the Merger Transactions, including obtaining required approvals and other Transaction-related considerations and may be diverted from the day-to-day business operations of Ranger and Baytex and matters related to the Merger Transactions may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Ranger and Baytex. Additionally, the Merger Agreement requires each party to obtain the other party’s consent prior to taking certain specified actions while the Merger Transactions are pending. These restrictions may prevent Baytex and Ranger from pursuing otherwise attractive business opportunities prior to the closing of the Merger Transactions. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of Ranger or Baytex and the market value of Ranger Class A common stock or Baytex common shares.

If the Merger Transactions do not close, the prices of Ranger Class A common stock and Baytex common shares may fall to the extent that the current prices of Ranger Class A common stock and Baytex common shares reflect a market assumption that the Merger Transactions will close. In addition, the failure to close the Merger Transactions may result in negative publicity or a negative impression of Ranger or Baytex in the investment community and may affect Ranger’s and Baytex’s relationship with employees, customers, suppliers and other partners in the business community.

TABLE OF CONTENTS

Ranger and Baytex will incur substantial transaction fees and costs in connection with the Merger Transactions.

Ranger and Baytex have incurred and expect to incur additional material non-recurring expenses in connection with the Merger Transactions, including costs relating to obtaining required approvals and, in the case of Ranger, compensation payments to its executives triggered by the change in control of Ranger as a result of the Merger Transactions. Ranger and Baytex have incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the Merger Transactions. Additional significant unanticipated costs may be incurred in the course of coordinating and combining the businesses of Ranger and Baytex. Even if the Merger Transactions do not close, Ranger and Baytex will need to pay certain costs relating to the Merger Transactions incurred prior to the date the Merger Transactions were abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition. In addition to its own fees and expenses, if the Merger Agreement is terminated under specified circumstances, Ranger will be required to pay to Baytex a $60.0 million termination payment. In addition to its own fees and expenses, if the Merger Agreement is terminated under specified circumstances, Baytex may be required to pay $100.0 million to Ranger. For more information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement,” on page 140.

Completion of the Merger Transactions may trigger change in control or other provisions in certain agreements to which Ranger is a party.

The completion of the Merger Transactions may trigger change in control or other provisions in certain agreements to which Ranger is a party. If Ranger is unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements, or seeking monetary damages. Even if Ranger is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Ranger.

Significant demands will be placed on Baytex and Ranger as a result of the combination of the two companies.

As a result of the combination of Baytex and Ranger, significant demands will be placed on the managerial, operational, and financial personnel and systems of Baytex and Ranger. Baytex and Ranger cannot assure you that their respective systems, procedures and controls will be adequate to support the expansion of operations following and resulting from the combination of the two companies. The future operating results of the combined company will be affected by the ability of its officers and key employees to manage changing business conditions and to implement and expand its operational and financial controls and reporting systems in response to the Merger Transactions.

The pro forma reserve and production information in this proxy statement/prospectus is presented for illustrative purposes only, is based on certain assumptions, addresses a hypothetical situation and reflects limited historical reserves and production data. Therefore, the pro forma reserve and production information is not necessarily indicative of what the combined company’s actual reserve or production data would have been had the Merger Transactions been completed on the date indicated or of the future reserve or production of the combined company. Accordingly, the combined company’s reserves and production may differ significantly from those indicated by the pro forma reserve and production information included in this proxy statement/prospectus. See the section entitled “Unaudited Pro Forma Consolidated Financial Information,” on page 148, for additional information.

The unaudited pro forma consolidated financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Baytex and Ranger,

TABLE OF CONTENTS

is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company after the combination of Baytex and Ranger. In addition, the unaudited pro forma consolidated financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the Merger Transactions. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the combination of Baytex and Ranger. Accordingly, the historical information incorporated by reference in this proxy statement/prospectus and unaudited pro forma consolidated financial information included in this proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had Ranger and Baytex operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition after the combination of Baytex and Ranger. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

In preparing the unaudited pro forma consolidated financial information contained in this proxy statement/prospectus, Baytex has given effect to, among other items, the combination of Baytex and Ranger, the payment of the merger consideration and the indebtedness of Baytex on a consolidated basis after giving effect to the combination of Baytex and Ranger, including the indebtedness of Ranger. The unaudited pro forma consolidated financial information may not reflect all of the costs that are expected to be incurred by Ranger and Baytex in connection with the Merger Transactions. For more information, see the section entitled “Unaudited Pro Forma Consolidated Financial Information,” on page 148.

Baytex or Ranger may waive one or more of the closing conditions without re-soliciting shareholder approval.

Certain conditions to Baytex’s and Ranger’s obligations, respectively, to close the Merger Transactions may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement of Baytex and Ranger. In the event that any such waiver does not require re-solicitation of Baytex’s or Ranger’s shareholders or an amendment of this proxy statement/prospectus, as applicable, the parties will have the discretion to close the Merger Transactions without seeking further approval of Baytex or Ranger shareholders, as applicable.

The Ranger board has received an opinion from BofA Securities, Ranger’s financial advisor, dated February 27, 2023, to the effect that, as of the date of the opinion and based on and subject to the various assumptions and limitations as described in its written opinion, the merger consideration to be received by the Ranger shareholders was fair, from a financial point of view, to the Ranger shareholders, but has not obtained an updated opinion as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Baytex or Ranger, general market and economic conditions and other factors that may be beyond the control of Baytex or Ranger, and on which the forecasts and assumptions used by BofA Securities in connection with the rendering of its opinion may have been based, may significantly alter the value of Baytex or Ranger or the prices of the Baytex common shares or of the shares of Ranger Class A common stock by the time the Merger Transactions are completed. The opinion did not speak as of the time the Merger Transactions will be completed or as of any date other than the date of such opinion and the Ranger board does not anticipate asking BofA Securities to update its opinion. The Ranger board’s recommendation that Ranger shareholders vote “FOR” approval of the Ranger Merger Proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that the Ranger board received from BofA Securities, see the section entitled “The Merger — Opinion of BofA Securities, Inc. — Financial Advisor to Ranger” on page 60. A copy of the opinion of BofA Securities is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety.

The Merger Agreement generally requires Baytex and Ranger to use reasonable best efforts to conduct their respective business in all material respects in the ordinary course prior to the earlier of the termination

TABLE OF CONTENTS

of the Merger Agreement and the closing date, including using their reasonable best efforts to preserve substantially intact their present business organization, goodwill and assets and preserve their existing relationships with governmental entities and their significant customers, suppliers and others having significant business dealings with them. In addition, the Merger Agreement includes a variety of specified restrictions on the conduct of both parties’ businesses, which, in the event the Merger Agreement is not earlier terminated, expire on the closing date. Among other things and subject to the other terms of the Merger Agreement and certain other exceptions and limitations, Baytex and Ranger may not, outside of the ordinary course of business, incur additional indebtedness, issue additional shares of their stock outside of their equity incentive plans, repurchase common stock, pay dividends, acquire assets, securities or property, dispose of businesses or assets, enter into certain material contracts or make certain additional capital expenditures. The parties may find that these and other contractual restrictions in the Merger Agreement delay or prevent them from making certain changes, or limit their ability to make certain changes, during such period, even if their management believes that making certain changes may be advisable. The pendency of the Merger Transactions may also divert managements’ attention and either parties’ resources from ongoing business and operations.

Baytex’s and Ranger’s employees, suppliers, vendors or customers may experience uncertainties about the effects of the Merger Transactions. It is possible that some employees, suppliers, vendors or customers and other parties with whom Baytex and Ranger have a business relationship with may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with Baytex or Ranger as a result of the proposed acquisition. Similarly, current and prospective employees may experience uncertainty about their future roles with Baytex and Ranger following completion of the Merger Transactions, which may materially and adversely affect Baytex’s and Ranger’s ability to attract and retain key employees. If any of these effects were to occur, it could materially and adversely impact Baytex’s and Ranger’s operating results, financial position, cash flows and/or stock price.

On April 27, 2023, Baytex closed the private offering of the Baytex 8.500% Senior Notes that generated net proceeds of $776.7 million. The gross proceeds of the offering were deposited into escrow pending satisfaction of certain escrow release conditions, including the consummation of the Merger Transactions. Upon satisfaction of the escrow release conditions, Baytex intends to use the net proceeds from the offering, together with borrowings under its credit facilities, to pay a portion of the merger consideration, to repay indebtedness outstanding under the Ranger credit facility, to pay any termination payments payable upon any early termination of Ranger’s hedge agreements, to satisfy, discharge and redeem the Ranger senior notes, to repay indebtedness owing to any exiting lenders under the Baytex bank facility and to pay fees and expenses in connection with the foregoing.

The commitment of the Baytex term loan and Baytex new bank facility are described in the debt commitment letter. However, Baytex has not entered into definitive agreements for such debt financing, and the obligation of the lenders to provide the debt financing under the debt commitment letter is subject to a number of customary conditions. There can be no assurance that Baytex will be able to obtain the debt financing under the debt commitment letter. In the event that the debt financing contemplated above is not

TABLE OF CONTENTS

available, other financing may not be available on acceptable terms, in a timely manner or at all. If Baytex is unable to obtain debt financing, the Merger Transactions may be delayed or not be completed. Baytex’s obligation to complete the Merger Transactions is not conditioned upon the receipt of any financing.

The success of the combination of Baytex and Ranger will depend, in part, on the ability of Baytex to successfully execute the combined company’s business strategy. If Baytex is not able to achieve its business strategy on a timely basis, the anticipated benefits of the combination of Baytex and Ranger may not be realized fully or at all, and the combination may materially adversely affect the results of operations, financial condition, and prospects of the combined company and the market value of Baytex common shares.

Failure to complete the Merger Transactions could negatively impact the price of the Ranger Class A common stock, and future business and financial results.

If the Merger Transactions are not completed for any reason, Ranger’s ongoing business may be materially and adversely affected and Ranger would be subject to a number of risks, including, but not limited to, the following:

•

Ranger may experience negative reactions from the financial markets, including negative impacts on trading prices of the Ranger Class A common stock, and from Ranger’s employees, suppliers, vendors, regulators or customers;

•

Ranger will be required to pay Baytex a termination payment of $60.0 million, if the Merger Agreement is terminated in certain circumstances, including because the Ranger board has changed its recommendation in favor of the Merger Transactions;

•

the Merger Agreement places certain restrictions on the conduct of Ranger’s business, and such restrictions, the waiver of which is subject to the consent of Baytex, may prevent Ranger from making certain material acquisitions, entering into or amending certain contracts, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger Transactions that Ranger would have made, taken or pursued if these restrictions were not in place; and

•

matters relating to the Merger Transactions (including integration planning) will require substantial commitments of time and resources by Ranger’s management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Ranger as an independent company.

In addition, Ranger could be subject to litigation related to any failure to complete the Merger Transactions or related to any proceeding to specifically enforce Ranger’s performance obligations under the Merger Agreement.

If any of these risks materialize, they may materially and adversely affect Ranger’s business, financial condition, financial results and stock price.

In considering the recommendations of the Ranger board, Ranger shareholders should be aware that, aside from their interests as Ranger shareholders, Ranger’s directors and executive officers have interests in the Merger Transactions that are different from, or in addition to, the interests of other Ranger shareholders generally. These interests include, among others, the potential payment of severance payments and benefits and acceleration of certain equity-based awards.

TABLE OF CONTENTS

These interests are described in more detail in the section entitled “The Merger — Interests of Ranger’s Directors and Executive Officers in the Merger,” on page 79.

Except in specified circumstances, if the merger effective time has not occurred by the outside date, either Ranger or Baytex may choose not to proceed with the Merger Transactions.

Either Ranger or Baytex may terminate the Merger Agreement if the merger effective time has not occurred by October 15, 2023 (i.e., the outside date). However, this right to terminate the Merger Agreement will not be available to Ranger or Baytex if such party has failed to fulfill any covenant or agreement under the Merger Agreement that has been the primary cause of or resulted in the failure to consummate the Merger Transactions on or before the outside date. For more information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement,” on page 140.

As a foreign private issuer, in reliance on NYSE rules that permit a foreign private issuer to follow the corporate governance practices of its home country, Baytex is permitted to follow certain Canadian corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers, including, for example, certain internal controls as well as board, committee and director independence requirements. Baytex is required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE listing standards in its annual report filed with the SEC or on its website. Baytex follows Canadian home country practices with regard to matters such as obtaining shareholder approval for certain dilutive events. Accordingly, Baytex’s shareholders may not be afforded the same protection as provided under NYSE corporate governance rules. Following Canadian home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the NYSE may provide less protection than is accorded to investors in U.S. domestic issuers.

As a foreign private issuer, Baytex is exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, Baytex is exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and Baytex’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, Baytex will not be required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and Baytex will generally be exempt from filing quarterly reports with the SEC under the Exchange Act. Baytex will also be exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in Baytex’s securities on the basis of the information. Further, certain information may be provided by Baytex in accordance with Canadian law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. For example, Baytex’s financial statements are currently presented in accordance with IFRS and its reserves and production disclosure is presented in accordance with the rules of Canadian Securities Regulators. In addition, disclosure with respect to Baytex annual meetings of shareholders will be governed by Canadian law. These exemptions and leniencies may reduce the frequency and scope of information and protections to which you are entitled as an investor.

Baytex may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

Baytex would lose its foreign private issuer status if a majority of its shares are held by U.S. residents and a majority of its directors or executive officers are U.S. citizens or residents, more than half of its assets

TABLE OF CONTENTS

are located in the United States, or its business is administered principally in the United States. After giving effect to the Merger Transactions, Baytex believes more than half of its assets may be located in the United States and U.S. ownership of its shares will increase significantly. As a result, Baytex could experience a loss of its foreign private issuer status in the future, which would make compliance with certain U.S. regulatory provisions mandatory. The regulatory and compliance costs to Baytex under U.S. securities laws as a U.S. domestic issuer may be significantly higher than the costs Baytex incurs as a Canadian foreign private issuer eligible to use the Multi-Jurisdictional Disclosure System (“MJDS”). If Baytex ceases to be a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and will be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer, and to report reserve and production information under U.S. Standards. Baytex may also be required to modify certain of its policies to comply with the governance obligations of U.S. domestic issuers. Such modifications will involve additional costs. In addition, Baytex would lose its ability to rely upon exemptions from certain corporate governance requirements on the NYSE that are available to foreign private issuers.

Baytex’s reserves information that is included in Baytex’s Annual Report on Form 40-F and incorporated by reference herein have been prepared in accordance with guidelines specified in National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities (“NI 51-101”), as adopted by the Canadian Securities Administrators, and the Canadian Oil and Gas Evaluation Handbook (“COGE Handbook”). Ranger’s reserves information has been prepared in accordance with the SEC disclosure requirements set forth in the U.S. Standards. There are significant differences in the types of volumes disclosed and the basis from which reserves volumes are economically determined under the U.S. Standards and NI 51-101, and the difference between reported reserves under the two disclosure standards can, therefore, be material. For example, the COGE Handbook and NI 51-101 require disclosure of reserves and related future net revenue estimates based on forecast prices and costs, whereas the U.S. Standards require that reserves and related future net revenue be estimated using average prices for the previous 12 months and that the standardized measure reflect discounted future net income taxes related to the company’s operations. In addition, the COGE Handbook and NI 51-101 permit the presentation of reserves estimates on a “company gross” basis (representing the company’s working interest share before deduction of royalties) and “company net” basis (after the deduction of royalties and similar payments), whereas the U.S. Standards require the presentation of net reserve estimates after the deduction of royalties and similar payments only. There are also differences in the technical reserves estimation standards applicable under NI 51-101 and, pursuant thereto, the COGE Handbook, and those applicable under the U.S. Standards, along with NI 51-101 requiring a more granular product type classification than required by U.S. Standards. NI 51-101 also requires that proved undeveloped reserves be reviewed annually for retention or reclassification if development has not proceeded as previously planned, while the U.S. Standards impose a five-year limit after initial booking for the development of proved undeveloped reserves. Finally, the SEC prohibits disclosure of oil and gas resources in SEC filings, including contingent resources, whereas Canadian securities regulatory authorities allow disclosure of oil and gas resources. Resources are different than, and should not be construed as, reserves. The foregoing is not an exhaustive summary of Canadian or U.S. reserves reporting requirements.

TABLE OF CONTENTS

Baytex is organized under the laws of Alberta. A substantial portion of Baytex’s assets are located outside the United States, and many of Baytex’s directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon Baytex and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against Baytex or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against Baytex or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States. There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in Canada, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the U.S. or elsewhere may be unenforceable in Canada.

The Canadian laws and regulations applicable to Baytex and its shareholders may adversely affect its ability to take actions that could be deemed beneficial to Baytex shareholders.

Because Baytex is organized under the laws of Alberta, the Ranger shareholders will be subject to different corporate protections and requirements than a corporation organized under the laws of a state of the United States. The Baytex By-laws and the Baytex Articles, set forth various rights and obligations that are applicable to Baytex as an Alberta corporation. These requirements may limit or otherwise adversely affect the ability of Baytex’s shareholders to take actions relative to their ability as Ranger shareholders.

Provisions of the laws of the Province of Alberta and the federal laws of Canada may also have the effect of delaying or preventing a change of control or changes in Baytex’s management. For example, the ABCA includes provisions that require any shareholder proposal that includes nominations for the election of directors to be signed by one or more holders of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented.

The Investment Canada Act requires that a non-Canadian must file an application for review with the Minister of Innovation, Science and Industry and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. As a “Canadian business,” an acquisition of control of Baytex shares by a non-Canadian would be subject to a suspensory review if these thresholds are exceeded. Furthermore, acquisitions of Baytex common shares which exceed certain thresholds may be subject to suspensory review under the Competition Act (Canada) (the “Competition Act”). This legislation permits the Commissioner of Competition appointed under the Competition Act to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in Baytex.

Resales of Baytex common shares following the Merger Transactions may cause the market value of Baytex common shares to decline.

Based on the number of shares of Ranger common stock and Ranger equity awards outstanding as of May 17, 2023, Baytex expects to issue or reserve for issuance an aggregate of approximately 323,323,741 Baytex common shares at the merger effective time in connection with the Merger Transactions. The issuance of these new Baytex common shares could have the effect of depressing the market value for the Baytex common shares. The increase in the number of Baytex common shares may lead to sales of such Baytex common shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, Baytex common shares.

The market value of Baytex common shares may decline as a result of the combination of Baytex and Ranger.

The market value of the Baytex common shares may decline as a result of the combination of Baytex and Ranger if, among other things, the combined company is unable to achieve the expected growth in

TABLE OF CONTENTS

revenues and earnings, or if the operational cost savings estimates in connection with the integration of Ranger’s and Baytex’s businesses are not realized or if costs related to the Merger Transactions are greater than expected. The market value of the Baytex common shares also may decline if the combined company does not achieve the perceived benefits of the combination as rapidly or to the extent anticipated by the market or if the effect of the combination on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. In addition, some Ranger shareholders may decide not to continue to hold the Baytex common shares they receive as a result of the Merger Transactions, and any such sales of Baytex common shares could have the effect of depressing their market price. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Baytex common shares, regardless of Baytex’s actual operating performance after the combination of Baytex and Ranger.

Current Baytex and Ranger shareholders will have a reduced ownership and voting interest after the Merger Transactions and will have less input into the management of the combined company.

Based on the number of shares of Ranger common stock, shares of Ranger Class A common stock issuable pursuant to Ranger equity awards and Baytex common shares, in each case, outstanding on May 17, 2023, at the merger effective time, former Ranger shareholders and holders of Ranger’s share-based awards, collectively, are expected to own approximately 37% of the outstanding Baytex common shares, including for these purposes, the shares underlying the Converted Baytex TRSU awards. See the section of this proxy statement/prospectus entitled “The Merger Agreement — Treatment of Ranger Equity Awards,” on page 123 for a more detailed explanation. Consequently, current Baytex shareholders in the aggregate will have less input into the management and policies of the combined company than they currently have over the management and policies of Baytex, and Ranger shareholders in the aggregate will have significantly less input into the management and policies of the combined company than they currently have over the management and policies of Ranger.

Ranger and Baytex may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger Transactions from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination transactions. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger Transactions, then that injunction may delay or prevent the Merger Transactions from being completed.

Purported stockholders of Ranger and Baytex have sent letters to Ranger and Baytex alleging that the proxy statement/prospectus contains materially misleading and incomplete statements and demanding that Ranger and Baytex provide supplemental disclosures under Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Ranger and Baytex believe that the allegations in the demand letters are without merit. Additional demands or lawsuits arising out of or relating to the Merger Agreement and the Merger Transactions may be received or filed in the future, which may seek (among other relief) to enjoin the Merger Transactions. Absent new or different allegations that are material or a disclosure obligation under U.S. federal securities laws, Ranger and Baytex will not necessarily disclose such additional demands or complaints.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from shareholders, customers, suppliers, consumers and other third parties due to the combination of Baytex’s business and Ranger’s business. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

Baytex and Ranger may have difficulty attracting, motivating and retaining executives and other key employees in light of the combination of Baytex and Ranger.

Baytex’s success after closing the Merger Transactions will depend in part on the ability of Baytex to retain key executives and other employees with critical skills and knowledge which are crucial for the

TABLE OF CONTENTS

combined company to achieve key milestones and synergy realization. Uncertainty about the effect of the Merger Transactions on Baytex and Ranger employees may have an adverse effect on each of Baytex and Ranger separately and consequently the combined company. This uncertainty may impair Baytex’s and/or Ranger’s ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the Merger Transactions, as employees of Baytex and Ranger may experience uncertainty about their future roles in the combined company.

Additionally, Ranger’s officers and employees may hold shares of Ranger Class A common stock, and, if the Merger Transactions close, these officers and employees will be entitled to the merger consideration in respect of such shares of Ranger Class A common stock.

Furthermore, if key employees of Baytex or Ranger depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined company, Baytex may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the combined company’s ability to realize the anticipated benefits of the Merger Transactions may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain key employees to the same extent that Baytex and Ranger have been able to attract or retain employees in the past.

The Merger Agreement contains provisions that make it more difficult for Ranger to pursue alternatives to the Merger Transactions and may discourage other companies from trying to acquire Ranger.

The Merger Agreement contains provisions that make it more difficult for Ranger to sell its business to a party other than Baytex. These provisions include a general prohibition on Ranger soliciting any competing proposal. Further, there are only limited circumstances in which Ranger may terminate the Merger Agreement to accept a competing proposal and limited exceptions to Ranger’s agreement that the Ranger board will not withdraw or modify in a manner adverse to Baytex the recommendation the Ranger board in favor of the adoption of the Merger Agreement. In the event that the Ranger board makes an adverse recommendation change and Baytex terminates the Merger Agreement as a result thereof, then Ranger will be required to pay to Baytex a termination payment of $60.0 million. See “The Merger Agreement — No Solicitation; Changes in Recommendation” and “The Merger Agreement — Termination of the Merger Agreement,” on pages 124 and 140, respectively, of this proxy statement/prospectus.

Additionally, the Class B Holders, representing approximately 54% of the outstanding shares of Ranger common stock, have agreed, except in limited circumstances, to vote in favor of the Merger Agreement and the Merger Transactions. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Ranger or pursuing an alternative transaction with Ranger either from considering or proposing such a transaction, even if a third-party acquiror were prepared to pay consideration with a higher per share price than the per share price proposed to be received in the company merger.

If a competing proposal to acquire Ranger or Baytex is made, consummation of the Merger Transactions may be delayed or impeded.

	Information Concerning the Combined Company					108
	THE MERGER AGREEMENT					109
	Explanatory Note Regarding the Merger Agreement					109
	Terms of the Merger; Merger Consideration					109
	Completion of the Company Merger					110
	Exchange and Payment Procedures					110
	Combined Company Management following the Company Merger and the Baytex Board Following the Company Merger					112
	Representations and Warranties					113
	Conduct of Business					114
	Employee Matters					121
	Treatment of Ranger Equity Awards					123
	No Solicitation; Changes in Recommendation					124
	Efforts to Close the Merger, HSR and Other Regulatory Approvals					134
	Efforts to Hold the Baytex and Ranger Special Meetings					135
	Indemnification and Insurance					137
	Other Covenants and Agreements					138
	Conditions to Completion of the Company Merger					139
	Termination of the Merger Agreement					140
	Expenses and Termination Fees Relating to the Termination of the Merger Agreement					141
	No Third Party Beneficiaries					142
	Amendments and Waivers					142
	Specific Performance					142
	Governing Law					142
	The Support Agreement					143
	Generally					143
	Agreement to Vote					143
	Transfer Restrictions					143
	Non-Solicitation					144
	Tax Matters					144
	Termination					144
	Governing Law					144
	The Investor and Registration Rights Agreement					145
	Generally					145
	Ranger Designees					145
	Lock-Up					145
	General Transfer Restrictions					146
	Registration Rights					146
	Standstill Restrictions					147
	Governing Law					147
	UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION					148
	BENEFICIAL OWNERSHIP OF BAYTEX COMMON STOCK					167
	COMPARISON OF RIGHTS OF BAYTEX AND RANGER SHAREHOLDERS					168
	General					168

	Material Differences Between the Rights of Shareholders of Baytex and Ranger					168
	LEGAL MATTERS					194
	EXPERTS					194
	Baytex					194
	Ranger					194
	ENFORCEABILITY OF CIVIL LIABILITIES					194
	OTHER MATTERS					194
	FUTURE SHAREHOLDER PROPOSALS					195
	Ranger					195
	HOUSEHOLDING OF PROXY MATERIALS					196
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					196
	Incorporation of Certain Documents by Reference					196
	ANNEX A: MERGER AGREEMENT					A-1
	ANNEX B: OPINION OF RANGER’S FINANCIAL ADVISOR					B-1
	ANNEX C: RANGER SUPPORT AGREEMENT					C-1
	ANNEX D: INVESTOR AND REGISTRATION RIGHTS AGREEMENT					D-1
	ANNEX E: FORM OF PROXY CARD FOR RANGER OIL CORPORATION					E-1

	Background of the Merger					45
	Recommendation of the Ranger Board; Ranger’s Reasons for the Merger Transactions					54
	Baytex’s Reasons for the Merger Transactions					58
	Opinion of BofA Securities Inc. – Financial Advisor to Ranger					60
	Certain Unaudited Prospective Ranger Financial Information					68
	Board of Directors and Management of Baytex after the Merger Transactions					72
	Listing of Baytex common shares					79
	Delisting and Deregistration of Ranger Common Stock					79
	Interests of Ranger’s Directors and Executive Officers in the Merger					79
	The Baytex Annual and Special Meeting and Shareholder Approval					86
	Accounting Treatment of the Merger Transactions					86
	Regulatory Approvals Required for the Merger Transactions					87
	No Appraisal Rights					87
	Restrictions on Resales of Baytex Common Shares Received in the Merger Transactions					87
	Exchange of Shares in the Merger					88
	Dividend Policy					89
	Debt Financing					89
	Material U.S. Federal Income Tax Considerations					90
	Certain Canadian Federal Income Tax Considerations					98
	RANGER SPECIAL MEETING					100
	General					100
	Attending the Ranger Special Meeting					100
	Purpose of the Ranger Special Meeting					100
	Recommendation of the Ranger Board					100
	Record Date; Shareholders Entitled to Vote					101
	Quorum and Adjournment					101
	Votes Required					101
	Other Matters					101
	Abstentions and Broker Non-Votes					102
	Failure to Vote					102
	Voting by Ranger’s Directors and Executive Officers					102
	Voting at the Ranger Special Meeting					102
	Revocation of Proxy					103
	Proxy Solicitation					103
	Appraisal Rights					103
	Householding of Ranger Special Meeting Materials					103
	Questions					104
	RANGER PROPOSAL 1 – THE RANGER MERGER PROPOSAL					105
	RANGER PROPOSAL 2 – THE RANGER COMPENSATION ADVISORY PROPOSAL					106
	RANGER PROPOSAL 3 – THE RANGER ADJOURNMENT PROPOSAL					107
	INFORMATION ABOUT THE COMPANIES					108
	Baytex Energy Corp.					108
	Ranger Oil Corporation					108
	Merger Sub					108