Jupiter Resources Inc. intended to offer USD 1.125 billion aggregate principal amount of its senior notes, the net proceeds of which the company would use to finance, in part, its proposed USD 1.8 billion Bighorn acquisition from Encana Corporation. Subject to market and other conditions, the notes are due in 2022 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in accordance with Regulation S under that act. Jupiter would also use net proceeds from this offering for general corporate and investment purposes.

As general unsecured obligations of Jupiter, the notes would not be guaranteed initially because the company has no subsidiaries. However, certain of Jupiters future subsidiaries that guarantee the senior-secured, reserve-based revolving credit facility (RBL facility) would guarantee the notes on a senior-unsecured basis, which Jupiter intends to enter into at or prior to the closing of its Bighorn acquisition. The RBL facility is expected to be a CAD 1.5 billion senior-secured, reserve-based revolving credit facility, with an initial borrowing base of CAD 550 million, which is to be undrawn at the closing of the property acquisition and excludes any outstanding letters of credit there under.

The notes would not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the U.S., absent an effective registration statement or an applicable exemption from the registration requirements under the Securities Act, as well as applicable state and foreign securities laws.