Deep Basin Pick-Up: Jupiter Resources To Be Acquired By Tourmaline In $626-Million Deal

Jupiter Resources Ltd. this afternoon announced a transaction to sell to Tourmaline Oil Corp. in an all-stock transaction valued at approximately $626 million, inclusive of debt.

Pursuant to the transaction, for each common share Jupiter shareholders will receive approximately 0.2365 of a Tourmaline common share. In addition, as part of the transaction Jupiter will redeem the 13 per cent second-priority senior secured cash/PIK notes due Feb. 5, 2024, in accordance with the terms of its note purchase agreement at a price equal to 101 per cent of the aggregate principal amount redeemed, plus any accrued and unpaid interest to the redemption date.

"I am incredibly proud of the Jupiter team and everything we accomplished over the past six years. Each new season brought unique challenges but through commitment, collaboration, innovation and perseverance we emerged stronger every time. I am confident that the high-quality business we built will support Tourmaline's ambition to become North America's most efficient and profitable natural gas producer," stated Simon Bregazzi, Jupiter's CEO.

Tourmaline also acquired private producer Modern Resources Inc. effective Nov. 2, 2020, for total consideration of approximately $144 million ($73.75 million cash and 1.5 million Tourmaline common shares, and the assumption of current net debt of approximately $44 million).

Jupiter deal details

The transaction is to be completed by way of a plan of arrangement under the Canada Business Corporation Act and is subject to the approval of at least two-thirds of the Jupiter shareholders present in person or represented by proxy at a special meeting of shareholders expected to be held in mid-December 2020.

Jupiter's four largest shareholders have entered into agreements with Tourmaline in support of the transaction representing, in aggregate, approximately 92 per cent of Jupiter's outstanding common shares.

The board of directors of each of Jupiter and Tourmaline have unanimously approved the transaction.

The transaction is subject to various closing conditions in addition to shareholder approval, including regulatory and court approvals, and is expected to close by the end of 2020.

Advisors

Peters & Co. Limited is acting as lead financial advisor, and RBC Capital Markets and TD Securities are acting as financial advisors to Jupiter in connection with the transaction. Peters & Co. has provided a verbal fairness opinion in connection with the transaction, subject to the assumptions made and limitations and qualifications included in their written opinion. Blake, Cassels & Graydon LLP and Vinson & Elkins LLP are acting as legal advisors to Jupiter.

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