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April 21, 2023
Chad L. Kalmakoff
Chief Financial Officer
Baytex Energy Corp.
2800, 520 — 3rd Avenue S.W.
Calgary, Alberta
T2P 0R3
Re:Baytex Energy Corp.
Registration Statement on Form F-4
Filed April 7, 2023
File No. 333-271191
Dear Chad L. Kalmakoff:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Unaudited Pro Forma Consolidated Financial Information, page 147
1.We note that you refer to transactions contemplated by the Merger Agreement as
“Transactions,” and transactions contemplated by the debt commitment letter as
“Financing Transactions,” in describing the composition of your pro forma illustration and
elsewhere in the filing.  Please replace references to “Transactions” with “Merger
Transactions” or another term that will similarly convey its nature and provide
differentiation. Please revise your pro forma statement of position and pro
forma statement of income to present adjustments for the Merger Transaction and the
Financing Transaction(s) in separate columns and group your descriptions of pro forma
adjustments in Notes 5 and 6 under corresponding subsection labels.

 FirstName LastNameChad L. Kalmakoff
 Comapany NameBaytex Energy Corp.
 April 21, 2023 Page 2
 FirstName LastName
Chad L. Kalmakoff
Baytex Energy Corp.
April 21, 2023
Page 2
2.Although you present a column you label "Presentation conforming adjustments - IFRS",
you appear to have included certain adjustments to conform the pro forma financial
information presented for Ranger to IFRS and Baytex accounting policies in the "Pro
forma adjustments" column based on the descriptions in Note 5.a., 5.e.and 6.b. For
example, it is unclear whether the adjustments included in Note 5.a., relating to the
reversal of an impairment charge or a change in the discount rate on asset retirement
obligations are Merger Transaction adjustments.  All adjustments not directly related to
the Merger Transaction or the Financing Transaction(s) should be presented in a separate
column in your pro forma statement of financial position and pro forma statement of
income.  Please refer to Rule 11-02 of Regulation S-X, including the implementation
guidance in Rule 11-02(b)(4) of Regulation S-X, and revise your presentation to include
such adjustments in a separate column or in the "Presentation conforming adjustments -
IFRS" column. In addition, include a separate column depicting Ranger's financial
information prepared in accordance with IFRS and conforming to Baytex accounting
policies preceding the Merger Transaction and Financing Transaction(s) columns.
Note 4. Estimated Preliminary Purchase Equation, page 154
3.We note your allocation of the purchase price to the fair value of net assets of Ranger
includes an allocation of $213.3 million to working capital.  Please revise to allocate this
amount to the specific assets and liabilities included in the working capital amount.
4.We note you have assigned fair value to a deferred income tax asset when allocating the
purchase price consideration; however, it is not presented on the pro forma statement of
position as it appears to have been fully offset by deferred tax liabilities as indicated in
Note 4.E.  Please expand Notes 4.E and 5.f. to quantify all components which make up the
single adjustment to reduce deferred tax liabilities.
General
5.We note disclosure at page 109 in the Annual Report on Form 10-K filed by Ranger Oil
Corporation for the fiscal year ended December 31, 2022 that the information required to
be disclosed in Part III will be filed as an amendment to the Form 10-K within 120 days
after the end of the fiscal year covered by the Annual Report on Form 10-K.  Please note
that we will not be in a position to declare your filing effective until such time as the
complete disclosure required by Form 10-K has been filed.  Please refer to Compliance
and Disclosure Interpretations, Securities Act Forms, Question 123.01, for guidance.

 FirstName LastNameChad L. Kalmakoff
 Comapany NameBaytex Energy Corp.
 April 21, 2023 Page 3
 FirstName LastName
Chad L. Kalmakoff
Baytex Energy Corp.
April 21, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Irene Barberena-Meissner, Staff Attorney, at (202) 551-6548 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael S. Telle