Tourmaline Oil Corp. $630 million acquisition of Jupiter Resources Inc.

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.


Blake, Cassels & Graydon LLP Burnet, Duckworth & Palmer LLP Vinson & Elkins LLP