On Dec. 18, 2020, Tourmaline Oil Corp. (Tourmaline) completed its acquisition of Jupiter Resources Inc. (Jupiter) whereby it acquired all of the issued and outstanding shares of Jupiter for a total consideration of approximately $630 million, comprising 24.2 million Tourmaline common shares, and the assumption of net debt of approximately $200 million, inclusive of all transaction costs. The acquisition was completed pursuant to a plan of arrangement under the Canada Business Corporations Act.
Pursuant to the transaction, Jupiter shareholders received approximately $0.2365 for each Tourmaline common share. In addition, Jupiter redeemed 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.
Peters & Co. Limited acted as lead financial advisor, and RBC Capital Markets and TD Securities acted as financial advisors to Jupiter in connection with the transaction.
Burnet, Duckworth & Palmer LLP advised Tourmaline with a team led by
William Maslechko (corporate),
James Kidd (corporate),
and which included
Jon Ozirny (corporate),
Gina Ross (employment),
Dan McDonald (litigation),
Heather DiGregorio (tax),
Brittney LaBranche (competition),
Mitch Williams (banking/finance),
Carolyn Wright (energy),
Austin Fruson (corporate),
Katy Josephs (corporate).
Blake, Cassels & Graydon LLP represented Jupiter in Canada with a team led by
Christine Milliken,
Ben Rogers (corporate and commercial/energy),
and which included
Ashton Menuz,
Garett Morin,
Victoria Schmidt,
Erik Fleming (corporate and commercial/energy);
Carrie Aiken,
Monica Cheng,
Daniel Jankovic,
Derrick Osborne (tax);
Jeff Bakker,
Michael Barrett,
Sarah Hammond (securities);
Kelly Bourassa,
James Reid (restructuring and insolvency);
Sean Maxwell (pensions);
Lindsey Knibbs,
de Lobe Lederman,
Birch Miller (employment and labour);
Alexandra MacKenzie (litigation);
Aaron Palmer,
Daniel Rosario,
Nick Tropak (financial services);
Julia Potter,
Julie Soloway (competition).
Vinson & Elkins LLP acted as Jupiter’s U.S. legal advisors with a team consisting of
Shelley Barber,
Robert Kimball.