JustEnergy Announces Closing of Sales and Solicitation Process and Intention to Go Forward with Stalking Horse Transaction, Canadian Business Journal

TORONTO, October 17, 2022 (GLOBE NEWSWIRE) — Just Energy Group Inc. (“just energy” or “Company) (NEX: JE.H; OTC: JENGQ), a retail provider specializing in electricity and natural gas commodities, providing customers with energy efficient solutions and renewable energy options, today and earlier announced Announced sales and investment solicitation process (“SISP) has been concluded and the previously announced transaction (“stalking horse trade”) Stalker Horse Trading Agreement entered into on 4 August 2022 (as amended from time to time, “stalker horse sales contract”) JustEnergy and Lenders under our Owned Debtor Financing Facility, one of their affiliates, and holders of certain assigned security interests (collectively, “stalker horse buyer”) It was a successful bid according to SISP. By the October 13, 2022 deadline, no bids meeting the criteria set by SISP have been submitted.

Just Energy and certain of its affiliates (collectively, “just an energy entity“)teeth, Corporate Creditors Arrangement Act (“CCAA”) Ontario Superior Court (Commercial List) (“court“) order (“Vesting order”), among other things, approves the transactions offered under the Stalking Horse Trading Agreement further described below. Just Energy Entities is also in the Houston Division of the Southern District of Texas Bankruptcy Court (“US court”) December 1, 2022.

Subject to the grant of a vesting order on the motion scheduled for November 2, 2022, and the satisfaction or waiver of other closing conditions, upon closing of the Stalking Horse transaction, the purchaser of the Stalking Horse will purchase Just Energy ( US) Corp. will become the new parent company of all Just Energy entities, including us, except those excluded pursuant to the terms of the Stalking Horse Transaction Agreement, and the Just Energy entities will continue. Operating and operating as a going concern. All currently issued shares, options and other shares of Just Energy will be canceled or redeemed without consideration without a vote or other action by existing shareholders.

The main terms of the Stalking Horse trade are:

• The purchase price to be paid under the Stalking Horse transaction consists of: (i) approximately US$184.9 million in cash, plus additional amounts to the extent necessary to make any applicable payments under the Stalking Horse; , up to an additional $10 million CAD. and (ii) a credit bid of approximately US$230 million and accrued interest on the secured debt allocated to the purchaser of the Stalking Horse. Plus (iii) our First Lien Credit Facility (“Credit line Remaining debt”) may remain unpaid under the Amended and Restated Credit Agreement.
• Applicable post-application claims, remaining obligations on credit facilities, claims by energy regulators, and certain other obligations enumerated in the Stalking Horse Trading Agreement (“Obligations assumed”) Liability of the Just Energy Entity continues after the completion of the Stalking Horse Transaction.
• Excluded liabilities and excluded assets of Just Energy Entity are discharged from Just Energy Entity pursuant to a vesting order.

Completion of the Stalking Horse Transaction is subject to the satisfaction or waiver of a number of precedents set forth in the Stalking Horse Transaction Agreement. This includes, among other things, receipt of all necessary regulatory approvals, grant and approval of vesting orders by courts. Vesting Order by U.S. Court. The Stalking Horse Deal is scheduled to close on December 14, 2022, but may be extended under certain circumstances as set forth in the Stalking Horse Deal Agreement.

Under the Stalking Horse transaction, no amounts are available for distribution to general unsecured creditors of the Just Energy entity, including holders of Just Energy’s US$205.9 million term loan (seeterm loan”) and holders of JustEnergy’s 7.0% subordinated notes (“Note”) Deadline is September 15, 2026. Unretained liabilities, such as term loans and bills, are transferred to newly established legal entities (“Residual Cos”), with excluded assets, under the Stalking Horse Transaction Agreement. The Company does not expect any recovery from ResidualCos.

JustEnergy intends to seek a court order that does not require a meeting of JustEnergy’s shareholders or other equity holders with respect to the transaction and, therefore, will not be required to send disclosure documents in connection with the transaction. such a holder.

The execution of the stalking horse transaction will result in Just Energy and other Just Energy entities not being reporting issuers under any Canadian or U.S. securities laws and Just Energy entities not being reporting issuers under any Canadian securities laws. provided that or US securities laws as a result of the closing of the transaction. In connection with the closing of the Stalking Horse transaction, the Company intends to: (ii) apply for suspension of reporting obligations under US securities laws; In addition, the Company intends to file an application to delist its common stock from trading on NEX at or before the completion of the Stalking Horse transaction. Our common stock is also listed on the OTC Pink Sheet. Concurrent with the delisting from NEX, we expect the common stock to be delisted from the OTC Pink Sheet.

Further information

The above description is a summary only and is subject to the terms of the Stalking Horse Transaction Agreement. Copies of it are available on the Monitor’s website and on his SEDAR website (www.sedar.com), and on his website for the U.S. Securities and Exchange Commission (URL: http://www.sedar.com). Just Energy website at www.sec.gov and https://investors.justenergy.com/.

Just Energy’s legal counsel with respect to the CCAA and Chapter 15 proceedings and the proposed SISP are Osler, Hoskin & Harcourt LLP and Kirkland & Ellis LLP. Our financial advisor is BMO Capital Markets.

More information on Just Energy’s CCAA process can be found on the Monitor’s website (http://cfcanada.fticonsulting.com/justenergy/) and the Omni Agent Solutions Cases website (https://cases.omniagentsolutions.com/?clientId=3600) Available at Information about JustEnergy’s CCAA procedures is generally available to Monitor by phone at 416-649-8127 or 1-844-669-6340 or by email. [email protected].

About Just Energy Group Inc.

Just Energy is a retail energy provider specializing in electric and natural gas commodities, offering customers energy efficient solutions, carbon offsets and renewable energy options. Just Energy currently operates in the United States and Canada, serving residential and commercial customers. Just Energy is the parent company of Amigo Energy, Filter Group, Hudson Energy, Interactive Energy Group, Tara Energy and Terrapass. For more information, please visit https://investors.justenergy.com/.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the timing of court approval, suspension of report issuer and application for delisting from the exchange, and the expected timing of completing the Stalking Horse transaction. may be These statements are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ from expectations. These risks include the completion of the Stalking Horse transaction and its expected results. When to apply to the court for the necessary approvals. Satisfaction of the conditions prior to consummation of the Stalking Horse transaction, including approval by courts and US courts, and receipt of all required regulatory approvals. The ability of the Just Energy Entity to continue as a Going Concern after the Stalking Horse deal is completed. In Texas, he filed a potential lawsuit over extreme weather in February 2021 as a result of a billing dispute with the Texas Electrical Reliability Council. The impact of the COVID-19 pandemic on our business, operations and sales. our ability to access sufficient capital to provide liquidity to manage our cash flow requirements; General economic, business and market conditions. Management’s ability to execute business plans. Customer’s level of natural gas and electricity consumption. extreme weather conditions; customer addition and renewal rates; customer credit risk; customer attrition rate; Volatility in natural gas and electricity prices. interest rates and exchange rates; actions by government authorities, including energy marketing regulations; Changes in tax increases, government regulations and incentive programs. changes in the regulatory regime; consequences of lawsuits and decisions by regulators; competition; reliance on specific suppliers; Additional information regarding these and other factors that may affect Just Energy’s business or financial results is contained in Just Energy’s Form 10K and other reports filed with the U.S. Securities and Exchange Commission, You can access it at the following URL: www.sec.gov with the Canadian securities regulators, which can be accessed through the SEDAR website. www.sedar.com or from the Just Energy website investor.justenergy.com.

Please contact us for more information.

Investor
Michael Cummings
Alpha IR
Phone: (905) 670-4440
[email protected]

Michael Carter
Just Energy, Chief Financial Officer
Phone: 905-670-4440
[email protected]

Court-designated monitor
FTI Consulting Canada Ltd.
Phone: 416-649-8127 or 1-844-669-6340
[email protected]

media
Boyd Ahman
long view communication
Phone: 416-649-8007
[email protected]

Source: Just Energy Group Co., Ltd.

CBJ Newsmaker