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Just Energy Group Inc. Announces A US$250 Million Multi-Draw Term Financing, Provides Capital To Fund Ongoing Organic Growth, Accretive Acquisitions

September 13, 2018

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Copyright 2010-17
Reporting by Paul Ring •

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Just Energy Group Inc. ("Just Energy" or the "Company") announced that it has entered into a US$250 million (approximately C$325 million equivalent) non-revolving multi-draw senior unsecured term loan facility (the "Loan') with Sagard Credit Partners, LP (SCP) and certain funds managed by a leading US-based global fixed income asset manager (together with SCP, the "Lenders"). The Loan will bear interest at 8.75% per annum and will mature on September 12, 2023 (the "Maturity Date").

Just Energy listed highlights of the financing as:

• Flexible financing that allows the company to improve its capital structure

• Funds the tender offer for its outstanding US$150 million Convertible Bonds

• Provides capital to fund ongoing organic growth initiatives and accretive acquisitions

Just Energy intends to use the net proceeds of the Loan to fund a tender offer (which the Company also announced today) for its outstanding US$150 million convertible unsecured subordinated bonds due July 2019 (the "Tender Offer"), for general corporate purposes, including to pay down the Company’s credit line, and for future acquisitions. The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States.

Key terms of the Loan are as follows:

Principal: US$250 million multi-tranche loan

Cash Coupon: 8.75% per annum

Ranking: Subordinated to the Company’s secured credit facility and supplier agreements. The Loan shall rank ahead of all other indebtedness of Just Energy Group Inc. that is subordinated by its terms.

Term: Five years

Prepayment: Make whole provisions for the first three years; declining call schedule thereafter until maturity

Covenants: Usual and customary for this type of financing, including but not limited to financial covenants and limitations on debt incurrence, distributions, asset sales, and transactions with affiliates

Warrants: An aggregate of 7,462,561 warrants were issued to the Lenders, with each warrant being exercisable for one common share (subject to customary anti-dilution adjustments) of the Company at an exercise price of C$8.5612 per common share (representing a 100% premium to the 45-day volume weighted average price of the common shares on the Toronto Stock Exchange). The warrants shall have a 5-year exercise period and expire on September 12, 2023

"We are pleased to announce the addition of the new credit facility with a dynamic, highly-regarded group of financing partners led by Sagard, that understand our prospects for growth and the stability of our business," said Patrick McCullough, chief executive officer of Just Energy. "This facility, combined with our other financial resources and existing cash, will allow us to execute our growth strategy that is focused on maximizing the financial benefit of our existing book of business while building for our future through the addition of value-added products and high-growth sales channels across geographies."

Separately, under the tender offer noted above, Just Energy Group Inc. announced an invitation to holders to offer to sell the outstanding US$150,000,000 6.50 per cent. convertible bonds due 2019 (the “Bonds”).

Just Energy Group Inc. ("Just Energy" or the "Purchaser") is inviting holders of the Bonds to sell to Just Energy for cash any and all of their Bonds (the "Invitation"). The purchase price per US$200,000 principal amount of the Bonds validly offered for sale will be US$202,000 (the "Purchase Price"). In addition, the Purchaser will pay an amount in cash (rounded down to the nearest US$0.01) equal to the interest accrued and unpaid to (but excluding) the Settlement Date on those Bonds accepted for purchase, as further described in the Invitation Term Sheet (as defined in materials related to the offer).

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