Saturn Oil & Gas Inc. (TSX: SOIL)(FSE: SMKA)(OTCQX: OILSF)(Saturn or the Company) announced that it has priced its previously announced private placement (the Offering), to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the Securities Act), of US$650 million in aggregate principal amount of 9.625% senior secured second lien notes due 2029 (the Notes) at par, upsized from its initially announced offering amount. The Offering is expected to close on June 14, 2024, subject to the satisfaction of customary closing conditions. The Notes will be secured by second priority perfected liens on substantially all of the Company’s assets, subject to certain exceptions, and will be subject to quarterly mandatory redemptions. Initially, the Notes will not be guaranteed, but in the future the Notes may be guaranteed, on a senior secured second lien basis, by any future restricted subsidiaries of the Company, subject to certain exceptions.
Latham & Watkins LLP represents the initial purchasers in the offering with a capital markets team led by Austin partners Michael Chambers, David Miller and Samuel Rettew, with associates Paul Robe, Celia Mishra, and Carol Bale. Advice was also provided on tax matters by Houston partner Bryant Lee, with associate Dominick Constantino; and on environmental matters by Los Angeles/Houston partner Josh Marnitz, with associate Nolan Fargo.
