Jupiter Resources Inc. Recapitalization Transaction
|Areas||Corporate and Commercial, Corporate Restructuring, Tax|
Goodmans LLP is advising the Sponsor Funds in connection with a recapitalization transaction (the “Recapitalization Transaction”) involving Jupiter Resources and its affiliates (collectively, “Jupiter”), pursuant to which Jupiter’s Senior Notes will be exchanged for consideration consisting of each noteholder’s pro rata share of (i) 78,235,294 common shares of Jupiter (the “Principal Recovery Shares”), plus (ii) subject to the completion of the New Equity Subscription (as defined and described below), US$46,750,000 in cash. The Recapitalization Transaction will reduce the principal amount of Jupiter’s Senior Notes by US$1.1 billion and the associated annual cash interest payments of US$93,500,000.
The Recapitalization Transaction will be implemented pursuant to a corporate plan of arrangement (the “CBCA Plan”) under the Canada Business Corporations Act (the “CBCA”). Jupiter entered into a support agreement with the Sponsor Funds and a group of holders of approximately 45% of the Senior Notes (the “Noteholder Group”) pursuant to which the Sponsor Funds and the Noteholder Group agreed to support the Recapitalization Transaction and vote in favour of its approval. As part of the CBCA Plan, Jupiter may issue an additional 11,764,706 new common shares of Jupiter to eligible noteholders for an aggregate cash subscription price of US$50,000,000 (the "New Equity Subscription"). The New Equity Subscription is fully backstopped by the members of the Noteholder Group pursuant to a definitive Backstop Commitment Letter. In the event that the Backstop Commitment Letter is terminated pursuant to its terms and the New Equity Subscription is not otherwise fully subscribed, then no additional common shares of Jupiter shall be issued pursuant to the New Equity Subscription and the Senior Notes shall be exchanged pursuant to the CBCA Plan for only the Principal Recovery Shares.
On October 30, 2018, Jupiter commenced proceedings under the CBCA and obtained a Preliminary Interim Order from the Court of Queen’s Bench of Alberta (the “Court”), among other things, granting a stay of proceedings in favour of Jupiter on the terms set out in the Preliminary Interim Order. On November 9, 2018, Jupiter obtained an Interim Order from the Court that, among other things, authorized Jupiter to convene a meeting of its noteholders to consider and approve the CBCA Plan and implement the Recapitalization Transaction.