Just Energy Announces Approval Of Sale Solicitation Process, Stalking Horse Transaction Agreement, Bidder Deadlines Set
August 19, 2022
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Just Energy Group Inc. ('Just Energy' or the 'Company') announced that the Ontario Superior Court of Justice (Commercial List) (the 'Court') has granted an Order (the 'SISP Order'), among other things, (i) authorizing the Company to conduct the previously announced sale and investment solicitation process (the 'SISP'), in accordance with the terms therein (the 'SISP Procedures'); (ii) approving of the execution by Just Energy and certain of its affiliates (collectively, the 'Just Energy Entities') of a stalking horse transaction agreement (the 'Stalking Horse Transaction Agreement') and support agreement (the 'SISP Support Agreement') in connection with the SISP; (iii) extending the stay period under the Companies’ Creditors Arrangement Act (the 'CCAA') to October 31, 2022 (the 'Stay Extension'); and (iv) suspending the claims process in Just Energy’s CCAA proceedings on and subject to the terms set out in the SISP Order.
See more details on the stalking horse agreement and bid process in our prior story here
The Just Energy Entities intend to seek recognition in the U.S. of the SISP Order in their Chapter 15 cases.
Pursuant to the SISP, interested parties must, among other things and subject to the SISP Procedures:
• submit a notice of intent to bid that identifies the party and a general description of the assets and/or business(es) of the Just Energy Entities that would be the subject of the bid by September 8, 2022; and
• submit a bid that satisfies the requirements for a 'Qualified Bid', as set out in the SISP Procedures, by October 13, 2022. The qualified bid criteria under the terms of the SISP Procedures include, among other things, that bids:
• provide the necessary Cash Consideration Value (as defined in the SISP Procedures) to be used together with the Just Energy Entities’ cash on hand for the payment of all secured claims and all claims ranking in priority, the Break-Up Fee (as defined in the Stalking Horse Transaction Agreement) and a bid increment of no less than USD$1,000,000, which Cash Consideration Value is estimated to be approximately USD$460,000,000, assuming a closing date of December 31, 2022;
• do not contain any board or equity holder approval, financing or due diligence conditions; and
• are accompanied by a cash deposit equal to 10% of the Cash Consideration Value.
In order to participate in the SISP and obtain access to a virtual data room, all interested parties must comply with the terms and conditions set forth in the SISP Procedures, a copy of which is available on the Monitor’s website at http://cfcanada.fticonsulting.com/justenergy. Parties interested in participating in the SISP should contact the Monitor at firstname.lastname@example.org.
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Just Energy said that the Stay Extension allows the Company to continue to operate in the ordinary course of business while conducting the SISP.
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