Saturn Oil & Gas Inc. Announces Pricing of Dual-Tranche US$575 Million and C$185 Million of Senior Unsecured Notes Due 2031 and Planned Redemption of Outstanding US$504 Million of Senior Secured Second Lien Notes Due 2029
Rhea-AI Summary
Saturn Oil & Gas (OTCQX: OILSF) priced a private dual-tranche senior unsecured notes offering consisting of US$575 million 8.5% USD Notes and C$185 million 7.5% CAD Notes, both issued at par and maturing on July 30, 2031. Interest accrues from July 30, 2026 and is payable semi-annually each January 30 and July 30, starting January 30, 2027. The notes are non-callable for two years, with subsequent calls starting at par plus 50% of coupon and stepping down to par, and include a mandatory semi-annual offer to repurchase 2.5% of principal at 101% after the first interest payment.
According to Saturn, net proceeds are expected to fund the cash portion of a proposed core-up acquisition in southeast Saskatchewan, redeem the outstanding US$504 million 9.625% senior secured second lien notes due 2029, reduce credit facility borrowings and support general corporate purposes. Saturn has issued a conditional notice to redeem all 2029 notes one business day after the new offering closes, subject to completion of the offering and in accordance with the existing indenture.
Positive
- US$575 million + C$185 million senior unsecured notes priced at par, due 2031
- Refinancing US$504 million 9.625% 2029 secured notes at lower stated coupons
- Transition from senior secured to senior unsecured structure with relaxed covenants
- Debt tenor extended to 2031, removing 10% mandatory annual amortization
- Proceeds also earmarked to reduce credit facility borrowings
Negative
- New notes bear 8.5% (USD) and 7.5% (CAD) fixed coupons until 2031
- Mandatory semi-annual offer to repurchase 2.5% of principal at 101% adds cash outflow requirement
- Offering and 2029 notes redemption remain conditional on closing of the new financing
News Market Reaction – OILSF
In the Jul 22 session, OILSF gained 4.80%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Refinancing our existing 2029 notes enhances financial flexibility by transitioning to a senior unsecured note from senior secured
Significantly reduces interest costs, extends tenor to 2031, eliminates the mandatory
10% amortization feature and relaxes covenants
Calgary, Alberta--(Newsfile Corp. - July 21, 2026) - Saturn Oil & Gas Inc. (TSX: SOIL) (OTCQX: OILSF) ("Saturn" or the "Company") is pleased to announce that we have priced a private placement dual-tranche offering (the "Offering") of (i) US
Refinancing Saturn's existing 2029 Notes (defined below) significantly reduces interest costs and enhances our financial flexibility by transitioning to a senior unsecured note from a senior secured note. In addition, we have extended the tenor on the Notes to 2031, eliminated the mandatory
The Notes will mature on July 30, 2031. The USD Notes will bear interest at the annual rate of
The Company has issued a conditional notice of redemption to redeem all of our 2029 Notes, of which US
The Offering is expected to close on or about July 30, 2026, subject to customary closing conditions.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and the Notes may not be offered or sold in the United States or to any U.S. persons unless the Notes are registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. This offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in offshore transactions in accordance with Rule 903 of Regulation S under the Securities Act. Additionally, the Notes have not been and will not be qualified for sale to the public under applicable Canadian securities law. In Canada, the offering will be made pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT SATURN
Saturn is a returns-driven Canadian energy company focused on the efficient, responsible and innovative development of high-quality, light oil weighted assets, supported by an acquisition strategy targeting accretive and complementary opportunities. The Company's portfolio of free-cash flowing, low-decline operated assets in Saskatchewan and Alberta provide a deep inventory of long-term economic drilling opportunities across multiple zones. With an unwavering commitment to building an entrepreneurial and safety-focused culture, Saturn's goal is to increase per Share reserves, production and cash flow at an attractive return on invested capital. The Company's Shares are listed for trading on the TSX under ticker 'SOIL' and on the OTCQX under the ticker 'OILSF'.
INVESTOR & MEDIA CONTACTS
John Jeffrey, MBA - Chief Executive Officer
Tel: +1 (587) 392-7900
Cindy Gray, MBA - VP Investor Relations
Tel: +1 (587) 392-7900
info@saturnoil.com
FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain information included in this news release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project", "will" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this news release may include, but is not limited to, statements concerning: the terms of the Offering; the timing and completion of the acquisition described herein; the timing and completion of the Offering and the anticipated closing date; the use of proceeds from the Offering; the timing of the redemption of the 2029 Notes; and the repayment of amounts outstanding under the Credit Facility.
The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by Saturn, including expectations and assumptions concerning the receipt of all approvals and satisfaction of all conditions to the completion of the Offering.
Although Saturn believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Saturn can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraint in the availability of services, commodity price and exchange rate fluctuations, actions of OPEC and OPEC+ members, changes in legislation impacting the oil and gas industry, adverse weather or break-up conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. These and other risks are set out in more detail in Saturn's Annual Information Form for the year ended December 31, 2025.
Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although Saturn believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because Saturn can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals and the satisfaction of all conditions to the completion of the Offering. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
The forward-looking information contained in this news release is made as of the date hereof and Saturn undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Specific forward-looking statements include statements regarding the Company's plans and expectations with respect to the Offering, including the anticipated use of the proceeds therefrom, the timing and completion of the Offering, and the timing and completion of the redemption of the 2029 Notes. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/306013