ONEnergy Signs Letter of Intent with Suske Capital for a Transaction Involving...
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ONEnergy Signs Letter of Intent with Suske Capital for a Transaction Involving a Minimum of $200 Million of Seniors Retirement Residences
TORONTO, April 26, 2018 - ONEnergy Inc. ("ONEnergy" or the “Company”) (TSXV: OEG) is pleased to announce that it has entered into a letter of intent with Suske Capital Inc. (“Suske Capital”), on behalf of certain Suske Capital subsidiaries and other entities (collectively, the “Suske Parties”), that outlines the basic terms and conditions of a proposed reorganization of ONEnergy and a subsequent business combination (the “Transaction”) with the Suske Parties.
ONEnergy will complete a reorganization by transferring, to a newly incorporated subsidiary (“Newco”), the expected settlement benefit of the litigation against its former chief executive officer (the “Litigation”) as well as certain payables in exchange for common shares in Newco, which ONEnergy would distribute to the shareholders of ONEnergy as a return of capital, dividend or a combination thereof. It is anticipated that the ONEnergy shareholders will receive 7,000,000 Newco shares and a contingent value right (“CVR”) for each Newco Share so received such that, for no additional consideration, the CVRs would convert into such number of Newco Shares valued at $0.20 per share as is equal to the actual cash value realized from the Litigation in excess of $1,400,000 (resulting in the CVRs converting into a maximum of approximately 16,975,507 Newco Shares). If the Litigation does not result in more than $1,400,000 in cash prior to the expiry of the CVRs, the CVRs will not convert into any Newco shares. If the Litigation payout exceeds $5,150,000 in cash, Newco and ONEnergy will share in any such incremental proceeds on an equal cash basis. Following the Transaction, Newco will reserve an amount of cash equal to any dividends declared by the Newco board which will be paid on the Newco shares underlying the CVRs if and when they convert into Newco shares. The options and deferred shares of ONEnergy will be converted into options and deferred shares of Newco. The CVRs will expire thirty (30) months following the closing of the Transaction.
As part of the Transaction, the Suske Parties will contribute a minimum of $200 million in operating senior residence assets to the Transaction that will have an implied equity value of approximately $70 million in exchange for 350,000,000 Newco shares at a deemed price of $0.20 per Newco share. Newco and the Suske Parties will complete a business combination which will result in the Suske Parties becoming wholly-owned subsidiaries of Newco. In conjunction with the Transaction, the board of Newco will be nominated by Suske Capital.
Newco, as the resulting issuer, will be named “Family Retirement Residences Inc.” (“Family”) or such other name as may be determined by Suske Capital. The Transaction will allow for the efficient combination of the Suske Parties with Newco such that Newco obtains the same reporting issuer status as ONEnergy with the possible contingent benefit of the Litigation. Suske Capital and/or Family intends to raise additional equity funding for the Transaction in advance but this funding is not a condition of completing the Transaction. The acceptance of this letter of intent will be followed by negotiations between ONEnergy and Suske Capital, on behalf of the Suske Parties, that are expected to result in a definitive agreement (“Definitive Agreement”), which will set forth the detailed terms and conditions of the Transaction as are customary for transactions of this nature.
The final structure of the Transaction will be subject to the receipt of tax, corporate and securities law advice. Completion of the Transaction would result in a reverse takeover and change of business of the Company under the policies of the TSX Venture Exchange (the “Exchange”). A listing application will be filed in advance of the finalization of the Transaction with the Exchange to approve the listing and the posting of Newco shares upon the closing of the Transaction. ONEnergy will be delisted from the Exchange but will remain a reporting issuer.
As required under the policies of the Exchange, the Transaction will be subject to the approval of the Company’s shareholders and the Exchange. ONEnergy is completing a management information circular for a special meeting of shareholders (“Shareholders’ Meeting”) to consider the Transaction. The Shareholders’ Meeting is expected to be held in Q3. Trading in the common shares of ONEnergy will be halted until the completion of the Transaction.
ONEnergy is an energy management firm serving commercial, industrial, multi-residential and residential clients via its ONEnergy™ and Sunwave™-branded energy and energy-efficiency businesses. ONEnergy specializes in helping customers use energy more wisely by minimizing their energy consumption and then cost-effectively managing the balance. ONEnergy serves customers in both Canada and the United States, with offices in Toronto and Stamford, CT. ONEnergy common shares are listed on the TSX Venture Exchange under the symbol “OEG”. Material information about ONEnergy can be found on SEDAR under the Company’s issuer profile at www.sedar.com. ONEnergy’s corporate website may be found at www.onenergyinc.com and you can learn more about Sunwave’s offerings at www.gosunwave.com
About Suske Capital
Suske Capital is a Canadian boutique private equity firm that invests in real estate, healthcare, emerging technology, alternative energy and financial services sectors. Suske Capital holds equity interests in a number of real estate development projects of seniors retirement properties and memory care residences in Canada and the United States. Suske Capital was founded in 1986 by Steve Suske, a proven entrepreneur with over 40 years of professional experience in developing, operating and managing public and private businesses. Steve Suske was the founder and former CEO of Chartwell Retirement Residences (TSX: CSH.UN), Canada’s largest seniors housing operator with a current market capitalization of approximately $3.2 billion, as well as the founder of Regal Lifestyle Communities Inc. which was privatized by Revera Inc. and Welltower Inc. (formerly Health Care REIT, Inc.) on October 26, 2015. More information is available at www.suskecapital.com.