Just Energy Receives Final Court Approval to Proceed with Recapitalization and Announces Subscription Offering Participation
Announces Litigation Settlement Related To Prior Acquisition
September 3, 2020 Email This Story Copyright 2010-20 EnergyChoiceMatters.com
Reporting by Paul Ring • email@example.com
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Just Energy Group Inc. ("Just Energy" or the "Company") announced that it has received the final court approval required to close the Company’s recapitalization plan (the "Recapitalization") and subscriptions totaling approximately C$52 million through the equity subscription option included in its Recapitalization, with the remaining approximately C$48 million to be provided by the backstop parties.
The Recapitalization is being implemented by way of a plan of arrangement (the "Plan of Arrangement"), and earlier today Just Energy obtained the final order from the Ontario Superior Court of Justice enabling the Plan of Arrangement to proceed.
The Company expects the Plan of Arrangement to close on or about September 16, 2020, pending receipt of regulatory approvals.
"The Recapitalization is part of a comprehensive plan to strengthen and de-risk the business and position Just Energy for sustainable growth as an independent industry leader. The Recapitalization significantly improves Just Energy’s financial flexibility with a cash injection from its equity raise and reduces net debt and preferred shares by approximately C$520 million," Just Energy said
Just Energy also announced that it has reached an agreement in principle to settle litigation related to the 2018 acquisition of Filter Group Inc., with the resulting release of any claims. Under the terms of the proposed settlement, shareholders of the Filter Group will receive an aggregate of $1.8 million in cash and 429,958 shares, issued upon implementation of the Recapitalization.
Equity Subscription Option
As part of the Recapitalization Plan, holders of Just Energy’s existing Term Loan, Eurobond, Subordinated Convertible Debentures, Preferred Shares and common shares as of July 23, 2020 were entitled to subscribe for common shares at a price per share of C$3.412.
The equity subscription option received interest from all security classes, with subscriptions totaling 15,174,950 common shares which will result in cash proceeds for Just Energy of approximately C$52 million. Pursuant to the previously announced backstop commitments, the backstop parties have agreed to acquire the remaining common shares not subscribed for by eligible holders under the equity subscription option, totalling 14,137,580 common shares, on a post-consolidation basis. The aggregate proceeds from the equity subscription option are C$100 million and will be used to reduce debt and for general corporate purposes.
Following completion of the Recapitalization, the principal shareholder of the Company will be a group of related investment entities comprised of OCII LVS XIV LP, LVS III SPE XV LP, HVS XVI LLC and TOCU XVII LLC that will collectively beneficially own 13,872,207 common shares of Just Energy, representing approximately 29% of the issued and outstanding common shares. Of this amount, OCII LVS XIV LP will hold 8,323,327 common shares, representing approximately 17% of the issued and outstanding common shares. The foregoing common shares will be acquired pursuant to the Recapitalization, including as a result of the backstop commitments provided by such investment entities. Such investment entities are also lenders to the Company pursuant to an amended and restated term loan debt agreement that was entered into in conjunction with the Recapitalization.
Common share consolidation
The Company confirms today that the previously announced consolidation of its common shares on a 33 to 1 basis (the "Consolidation") is anticipated to be effective on or about September 16, 2020. The common shares will begin trading on the New York Stock Exchange (the "NYSE") and the Toronto Stock Exchange (the "TSX") on a post-Consolidation basis at the opening of trading on September 17, 2020.
Preferred shares exchange and delisting
Just Energy further confirms today that its previously announced exchange (the "Preferred Share Exchange") of all outstanding 8.50% series A fixed-to-floating rate cumulative redeemable perpetual preferred shares (TSX: JE.PR.U) (NYSE: JE.PR.A) (the "Preferred Shares) into new common shares, on the basis of one Preferred Share for 0.33387132 new common shares (on a post-Consolidation basis), is anticipated to be effective on or about September 16, 2020. Upon completion of the Preferred Share Exchange, the Preferred Shares will be delisted from the NYSE and the TSX and the delisting will be effective before or at the opening of trading on September 17, 2020.
Subordinated Convertible Debentures exchange and delisting
Just Energy further confirms today that its previously announced exchange (the "Convertible Debenture Exchange") of all outstanding $100 million 6.75% convertible unsecured senior subordinated debentures due March 31, 2023 (TSX: JE.DB.D) and $160 million 6.75% convertible unsecured senior subordinated debentures due December 31, 2021 (TSX: JE.DB.C) into new common shares, on the basis of 35.920689 new common shares (on a post-Consolidation basis) for every $1,000 principal amount of Subordinated Convertible Debentures, is anticipated to be effective on or about September 16, 2020. Upon completion of the Convertible Debenture Exchange, the Subordinated Convertible Debentures will be delisted from the TSX and the delisting will be effective before or at the opening of trading on September 17, 2020.
No fractional common shares will be issued in connection with the Consolidation, the Preferred Share Exchange or the Convertible Debenture Exchange and any fraction will be rounded down to the nearest whole number of common shares.