Calgary’s Jupiter Resources Inc, a portfolio company of U.S. private equity firm Apollo Global Management, has proposed a private offering of US$1.125 billion in senior notes to help fund its purchase of Encana Corp‘s Bighorn assets. Jupiter announced in June that it planned to pay Encana $2 billion to acquire the Bighorn natural gas properties in the Alberta Deep Basin. The unsecured notes ultimately will be guaranteed through an expected $1.5 billion senior secured reserve-based revolving credit facility that Jupiter intends to enter into near the close of the Bighorn deal. The acquisition is expected to be completed in the third quarter.
Jupiter Resources Inc. Announces Proposed Private Offering of US$1.125 Billion Senior Notes Due 2022 and New Reserve-Based Revolving Credit Facility
CALGARY, Alberta–(BUSINESS WIRE)–
Jupiter Resources Inc. (“Jupiter”) announced today that it intends, subject to market and other conditions, to offer US$1,125,000,000 aggregate principal amount of its Senior Notes due 2022 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. Jupiter expects to use the net proceeds from this offering as part of the financing of its proposed acquisition of the Bighorn properties (“Bighorn” or the “Properties”) from Encana Corporation and for general corporate and investment purposes.
The Notes will be general unsecured obligations of Jupiter. The notes will not be guaranteed initially because Jupiter has no subsidiaries, but the Notes will be guaranteed on a senior unsecured basis by certain of Jupiter’s future subsidiaries that guarantee the senior secured reserve-based revolving credit facility (the “RBL Facility”) that Jupiter intends to enter into at or prior to the closing of its acquisition of Bighorn. The RBL Facility is expected to be a C$1,500,000,000 senior secured reserve-based revolving credit facility with an initial borrowing base of C$550,000,000. The RBL Facility is expected to be undrawn at the closing of the acquisition of the Properties (excluding any outstanding letters of credit thereunder).
The Notes will not be registered under the Securities Act or the securities laws of any state or any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws and foreign securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sales of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.
Jupiter Resources is a private oil and gas exploration and production company focused on liquids-rich natural gas properties in Western Canada. Jupiter Resources is headquartered in Calgary, Alberta. For more information please visit www.JupiterResources.com.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this press release relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information and statements”). You can identify forward-looking information and statements because they contain words such as “believe,” “project,” “might,” “expect,” “may,” “will,” “should,” “seek,” “approximately,” “intend,” “plan,” “estimate,” or “anticipate” or similar expressions that concern Jupiter’s strategy, plans, expectations or intentions. These forward-looking information and statements represent Jupiter’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking information and statements are subject to risks, uncertainties and other factors, many of which are outside of Jupiter’s control, which could cause actual results to differ materially from the results discussed in the forward-looking information and statements. Consequently, no forward-looking information or statement can be guaranteed.
The forward-looking information and statements contained in this press release are made as of the date hereof and Jupiter does not undertake any obligation to update publicly or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Jupiter Resources Inc.
Simon Bregazzi, 403-910-2700
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