Just Energy Group Inc. announced that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by CIBC Capital Markets and National Bank Financial Inc., pursuant to which Just Energy has agreed to issue, on a "bought deal" basis, $160,000,000 (all $ Canadian) aggregate principal amount of convertible unsecured senior subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering").

Just Energy intends to use the net proceeds from the Offering, together with other external and internally generated sources of capital, to redeem various existing notes and debentures.

"This is a milestone achievement for Just Energy, and we are very excited to have executed this critical step in the strategic reset of our debt profile," commented Deb Merril, Just Energy's President and Co-CEO in a news release filed on SEDAR

Pat McCullough, Just Energy CFO, added, "Moving forward, we are well-positioned to continue pursuing our strategic reset of the debt profile. Our capital allocation strategy remains focused on further reducing existing debt, maintaining our dividend, and improving the overall capital structure of the Company so that we may continue to grow and expand into the foreseeable future."

The Debentures will bear interest from the date of issue at 6.75% per annum, with interest payable semi-annually in arrears on December 31 and June 30 of each year (each an "Interest Payment Date") commencing on December 31, 2016. The Debentures will mature on December 31, 2021 (the "Maturity Date").

Just Energy has granted to the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase up to an additional $24,000,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.

Just Energy intends to use the net proceeds from the Offering, together with other external and internally generated sources of capital, to redeem the remaining $55 million aggregate principal amount outstanding under the Company's 9.75% senior unsecured notes due 2018 and redeem a minimum of $225 million of the aggregate principal outstanding under the Company's 6.0% Extendible Unsecured Subordinated Convertible Debentures due June 30, 2017 (the "2017 Convertible Debentures") following closing of the Offering. Assuming the Over-Allotment Option is exercised in full, the Company intends to redeem an additional $24 million of the 2017 Convertible Debentures. Just Energy is evaluating additional sources of financing with the intention to redeem the balance of the outstanding principal amount of the 2017 Convertible Debentures.

Each $1,000 principal amount of the Debentures will be convertible at the option of the holder at any time prior to the close of business on the earlier of the Maturity Date and the last business day immediately preceding the date fixed for redemption, into 107.5269 common shares of Just Energy, representing a conversion price of $9.30 (the "Conversion Price"), subject to certain anti-dilution provisions. Holders who convert their Debentures will receive accrued and unpaid interest for the period from and including the date of the latest Interest Payment Date to, but excluding, the date of conversion.

The Debentures will not be redeemable at the option of the Company on or before December 31, 2019. After December 31, 2019 and prior to December 31, 2020, the Debentures may be redeemed in whole or in part from time to time at the option of the Company on not more than 60 days and not less than 30 days prior notice, at a price equal to their principal amount plus accrued and unpaid interest, provided that the weighted average trading price of the common shares of Just Energy on the Toronto Stock Exchange (the "TSX") for the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is at least 125% of the Conversion Price. On or after December 31, 2020, the Debentures may be redeemed in whole or in part from time to time at the option of the Company on not more than 60 days and not less than 30 days prior notice, at a price equal to their principal amount plus accrued and unpaid interest.

The Debentures will be offered by Just Energy in Canada under a short form prospectus to be filed in each of the provinces of Canada and in the United States in reliance on applicable private placement exemptions. Closing of the Offering is expected to occur on or about October 5, 2016. Completion of the Offering is subject to the satisfaction or waiver of various conditions, such as the receipt of normal regulatory approvals, including approval of the TSX and the New York Stock Exchange and the consent of Just Energy's lenders.

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