On June 5, 2024, Saturn Oil & Gas Inc. announced it had priced a private placement of $873 million (US$650 million) in senior secured second lien notes due 2029, bearing an annual interest rate of 9.625%. The offering was aimed at eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933. Expected to close on June 14, 2024, the notes were to be secured by second priority liens on most of the company’s assets, with potential future guarantees by restricted subsidiaries.

The company planned to use the net proceeds to fund part of the acquisition cost of oil and gas properties in Southern Saskatchewan from Veren Partnership, repay its senior secured term loan, and for general corporate purposes, including hedge restructuring. Saturn also secured a commitment for a new $201 million (US$150 million) reserve-based loan facility, which was to remain undrawn at the acquisition’s closing.

If the offering had been completed before the acquisition, the gross proceeds would have been placed in escrow. The notes would have been subject to a special mandatory redemption if the acquisition was not finalized by August 14, 2024, or if Saturn decided not to proceed with the acquisition.

The notes were to be offered in the U.S. only to qualified institutional buyers and outside the U.S. to non-U.S. persons.