Osler, Hoskin & Harcourt LLP advised Just Energy Group Inc. (“Just Energy”) in connection with its $1.1 billion recapitalization transaction (the “Recapitalization Transaction”) pursuant to a plan of arrangement under the Canada Business Corporations Act (the “CBCA”).
Just Energy is a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers. Just Energy is listed on the Toronto Stock Exchange and the New York Stock Exchange, is headquarted in Ontario and has nearly 900 employees worldwide. The Recapitalization Transaction followed from Just Energy’s strategic review and was implemented to strengthen and de-risk the business, positioning the company for sustainable growth as an independent industry leader.
The Recapitalization provided for, among other things:
- The exchange of $160 million 6.75% convertible unsecured senior subordinated debentures due December 31, 2021 and $100 million 6.75% convertible unsecured senior subordinated debentures due March 31, 2023 (collectively, the “Convertible Debentures”) for new common shares and new subordinated notes.
- The exchange of Just Energy’s existing senior unsecured term loan due September 12, 2023 (the “Term Loan”) and remaining convertible bonds due December 31, 2020 (the “Eurobonds”) for a new term loan due March 2024 with initial interest to be paid-in-kind and new common equity.
- The exchange of all 8.50%, fixed-to-floating rate, cumulative, redeemable, perpetual preferred shares (the “Preferred Shares”) for new common shares.
- The company’s existing senior secured credit facility was amended to provide for an extension of $335 million credit facilities by three years to December 2023, with revised covenants and a schedule of commitment reductions throughout the term.
- Holders of Just Energy’s existing Term Loan, Eurobonds, Convertible Debentures, Preferred Shares and common shares were entitled to subscribe for $100 million of common shares. The equity subscription option received interest from all security classes, with subscriptions that resulted in cash proceeds for Just Energy of approximately $52 million. Pursuant to backstop commitments secured by Just Energy, various backstop parties acquired the remaining common shares for aggregate proceeds of approximately C$100 million, which will be used to reduce debt and for general corporate purposes.
- The settlement of litigation related to the 2018 acquisition of Filter Group Inc.
The Recapitalization Transaction closed on September 28, 2020, leaving Just Energy in a more solid financial position and positioning the company to focus on strategy execution and client service.
Achieving a consensual recapitalization was particularly challenging in the circumstances given Just Energy’s complex capital structure and the competing interests of its various stakeholders. Several aspects of the recapitalization transaction were novel in the context of Canadian arrangement transactions of this nature and highlight the flexibility of the CBCA as a tool for implementing consensual balance sheet recapitalization transactions.
Osler, Hoskin & Harcourt LLP advised Just Energy Group Inc. with a team led by Marc Wasserman and Jeremy Fraiberg, and consisted of Michael De Lellis, Martino Calvaruso, Dave Rosenblat, Justine Erickson (Insolvency and Restructuring), Alex Gorka, Donald Gilchrist, Rob Lando, Kevin Feng, Kojo Hayward, Jie Chai, William Heisey (Corporate), Jeremy Dacks, Craig Lockwood, Waleed Malik (Litigation), Firoz Ahmed, Drew Morier, Masoud Tasharofi (Taxation) and Jacqui Code (Research).