Just Energy Seeks FERC Approval For Recapitalization Plan
August 17,2020
Just Energy applied at FERC for approval of its previously reported proposed recapitalization plan (see details here), as Just Energy noted that, depending on which transaction described below is completed, certain investors listed below will acquire between 15% and 50% of the outstanding equity interests of Just Energy
Specifically, Just Energy Group Inc. ('Just Energy'), Just Energy (U.S.) Corp. ('JEUS'), Hudson Energy Services, LLC ('HES'), Just Energy Illinois Corp. ('JEIL'), Just Energy New York Corp. ('JENY'), Just Energy Pennsylvania Corp. ('JEP'), Just Energy Texas I Corp. ('JET'), and Just Energy Solutions Inc. ('JES') (each a 'Just Energy Utility' and together the 'Just Energy Utilities') where Just Energy and the Just Energy Utilities are collectively the 'Applicants', filed an application at FERC (the 'Application') requesting Commission authorization for a proposed transaction that will be completed in one of two ways:
(i) LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC and OC II LVS XIV LP (collectively, the 'PIMCO Accounts') will collectively acquire between 15% and 50% of the outstanding equity interests of Just Energy as a result of issuances of equity pursuant to a recapitalization transaction (the 'CBCA Transaction') by way of a plan of arrangement under the Canada Business Corporations Act (the 'CBCA') or, in the alternative;
(ii) an entity in which the PIMCO Accounts collectively and SCP Credit Partners, LP and Sagard Credit Partners (Cayman), LP (collectively, 'Sagard' and together with the PIMCO Accounts, the 'Investors' and each an 'Investor') will have approximately 86% and 14% direct or indirect equity interests, respectively, and will acquire the Just Energy Utilities and all, or substantially all, of the other directly owned subsidiaries of Just Energy or the assets thereof (the 'CCAA Transaction') by way of a purchase agreement under the Companies’ Creditors Arrangement Act (the 'CCAA'). The transaction to be effected by way of the CBCA Transaction or, in the alternative, the CCAA Transaction, is referred to herein as the 'Proposed Transaction.'
Upon consummation of the Proposed Transaction, the Just Energy Utilities will be directly or indirectly (and in the case of the CBCA Transaction, partially) owned by the Investors.
The extent of such ownership will vary depending on the means by which the Proposed Transaction will be completed (including whether it is completed by way of the CBCA Transaction or the CCAA Transaction).
Concerning the PIMCO Accounts accounts, Just Energy said that Pacific Investment Management Company LLC ('PIMCO') is a global investment management firm and is an indirect subsidiary of Allianz SE ('Allianz')
As an investment manager, PIMCO has been delegated management authority over the PIMCO Accounts (LVS III SPE XV LP, OC II LVS XIV LP, TOCU XVII LLC and HVS XVI LLC). HVS XVI LLC is a subsidiary of an investment fund managed by PIMCO that is expected to own a small and non-controlling equity position (between 1.4% and 2.4%) in Just Energy following the consummation of the Proposed Transaction. As described in the application, as a result of the Proposed Transaction, the PIMCO Accounts will acquire between 15% and 50% of the outstanding equity interests of Just Energy and the Just Energy Utilities as a result of issuances of equity pursuant to the CBCA Transaction or, in the alternative, an entity in which the PIMCO Accounts would have an approximate 86% interest.
The Just Energy application provides further details concerning the ownership of the PIMCO Accounts
Further details concerning the transaction can be found in Just Energy's FERC application here, as well as previously filed materials with the SEC and application Canadian Securities Administrator(s)