Just Energy Group Inc., a retail provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers, today announced that the Bankruptcy Court for the Southern District of Texas, Houston Division (the “U.S. Court”) has granted an order (the “Recognition Order”) that, among other things, recognizes and gives effect, in the United States, to the previously announced approval and vesting order (the “Approval and Vesting Order”) granted by the Ontario Superior Court of Justice (Commercial List) on November 3, 2022. The Recognition Order was issued under Chapter 15 of Title 11 of the U.S. Code (the “Chapter 15 Proceedings”).
The Approval and Vesting Order approved the transactions (collectively, the “Transaction”) provided for under the previously announced transaction agreement entered into on August 4, 2022 (as amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”) among Just Energy and the lenders under the Company’s debtor-in-possession financing facility, one of their affiliates and the holder of certain assigned secured claims (collectively, the “Purchaser”).
The closing of the Transaction is currently expected to occur on December 16, 2022, subject to the satisfaction or waiver of the remaining conditions to closing. On closing of the Transaction, the Purchaser will own all of the outstanding equity of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities (as defined in the Transaction Agreement, other than those entities excluded pursuant to the terms of the Transaction Agreement), including the Company. As previously announced, on closing, all currently outstanding shares, options and other equity of Just Energy will be cancelled or redeemed for no consideration and without any vote of the existing shareholders.
Implementation of the Transaction is subject to a condition that Just Energy and the other Just Energy Entities will have ceased to be a reporting issuer under any Canadian or U.S. securities laws, and that no Just Energy Entity will become a reporting issuer under any Canadian or U.S. securities laws as a result of completion of the Transaction. In connection with the completion of the Transaction, the Company: (i) has applied for an order from Canadian securities administrators that it will cease to be a reporting issuer under Canadian securities laws immediately prior to the effective date of the Transaction; and (ii) will file on the date of the completion of the Transaction to suspend its reporting obligations under U.S. securities laws. Additionally, the Company’s common shares will be delisted from trading on the NEX board of the TSX Venture Exchange (“NEX”) before the closing of the Transaction. To facilitate the delisting of the common shares, it is expected that trading will be halted two trading days prior to closing. The Company’s common shares are also quoted on the OTC Pink Sheets. Concurrent with the delisting from the NEX, the Company expects that the common shares will cease trading on the OTC Pink Sheets.
