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Just Energy Group, 8.50% Series A Fixed/Float Cumul Redeem Perp Preferred Shares
Ticker Symbol: JE-A* CUSIP: 48213W200 Exchange: NYSE
* NOTE: This security is no longer trading as of 10/01/2020
Security's Distribution is Suspended!
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QUANTUMONLINE.COM SECURITY DESCRIPTION: Just Energy Group, Inc., 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares liquidation preference $25 per share, redeemable at the issuer's option on or after 3/31/2022 at $25 per share plus accrued and unpaid dividends, and with no stated maturity. Cumulative distributions of 8.50% per annum ($2.1250 per annum or $0.53125 per quarter) will be paid quarterly on 3/31, 6/30, 9/30 & 12/31 to holders of record on the record date that will be 3/15, 6/15, 9/15 & 12/15 respectively (NOTE: the ex-dividend date is one business day prior to the record date). During each dividend period from, and including,3/31/2022, to, but not including, 3/31/2027, dividends on the Preferred Shares will accrue at an annual rate equal to the sum of (i) 6.48% plus the Mid Market Swap Rate as calculated on the immediately preceding dividend payment date and (ii) 0.50%, of the US$25.00 liquidation preference per Preferred Share. During each dividend period from and including 3/312027, and thereafter, dividends on the Preferred Shares will accrue at an annual rate equal to the sum of (i) 6.48% plus the Mid Market Swap Rate and (ii) 1.00%, of the US$25.00 liquidation preference per Preferred Share (see prospectus for further information). Upon the occurrence of a change of control the company will have the option within 120 days to redeem the preferred shares at $25 per share plus accrued and unpaid dividends. If the company has exercised their redemption right, the holders will NOT have the following conversion right. Upon the occurrence of a change of control, and the company has NOT provided notice that they intend to redeem the preferred shares, the holder will have the right to convert the preferred shares into common shares under certain circumstances (see the prospectus for details). Dividends paid by these preferred shares are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) but, since they are issued by a foreign company, are NOT eligible for the dividends received deduction for corporate holders (see page S-45 of the prospectus for further information). This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
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Go to Parent Company's Record (JENGQ*)
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Notes: Sept. 28, 2020 -- Just Energy Group Inc. (“Just Energy” or the “Company”) (TSX:JE; NYSE:JE), a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers, today announced the closing of its previously announced recapitalization plan (the “Recapitalization”) and the reconstitution of its board of directors (the “Board”).The Recapitalization provided for, among other things:
The consolidation of the Company’s common shares (TSX:JE; NYSE:JE ) on a 1-for-33 basis. The Company’s common shares will begin trading on the TSX and the NYSE on a post-consolidation basis at the market open on September 29, 2020;
The exchange of C$160 million 6.75% convertible unsecured senior subordinated debentures due December 31, 2021 (TSX: JE.DB.C) and C$100 million 6.75% convertible unsecured senior subordinated debentures due March 31, 2023 (TSX: JE.DB.D) (collectively, the “Convertible Debentures”) for new common shares and new subordinated notes. The Convertible Debentures will be delisted from the TSX at the market close on September 28, 2020;
The exchange of the Company’s existing senior unsecured term loan due September 12, 2023 (the “Term Loan”) and the Company’s 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 (TSX: JE.PR.U) (NYSE: JE-A) (the “Preferred Shares”) for new common shares. The Preferred Shares will be delisted from the TSX and the NYSE at the market close on September 28, 2020;
The Company’s existing senior secured credit facility was amended to provide for an extension of C$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 as of July 23, 2020 were entitled to subscribe for post-consolidation common shares at a price per share of C$3.412. The equity subscription option received interest from all security classes, with subscriptions totaling 15,174,950 common shares which resulted in cash proceeds for Just Energy of approximately C$52 million. Pursuant to the previously announced backstop commitments, the backstop parties have acquired the remaining common shares not subscribed for by eligible holders under the equity subscription option, totaling 14,137,580 common shares, on a post-consolidation basis. The aggregate proceeds from the equity subscription option are approximately C$100 million and will be used to reduce debt and for general corporate purposes; Dec. 02, 2019 -- Just Energy Group Inc. announced today that it has amended its senior secured credit facility to increase the senior debt to EBITDA covenant ratio from 1.50:1 to 2.00:1 for the third quarter of Fiscal 2020. In addition, the Company has amended the covenants on its senior unsecured term loan facility to increase the senior debt to EBITDA covenant ratio from 1.65:1 to 2.15:1 for the third quarter of Fiscal 2020. Both changes are effective only for the third quarter of Fiscal 2020 and the covenants will revert to the prior levels following December 31, 2019. In connection with the amendments, the agreements governing both facilities have been changed to restrict the declaration and payment of dividends on the Company’s 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares until the Company’s senior debt to EBITDA ratio is no more than 1.50:1 for two consecutive fiscal quarters. Accordingly, the Company is suspending, with immediate effect, the declaration and payment of dividends on the Series A Preferred Shares until the Company is permitted to declare and pay dividends under the agreements governing its facilities. However, dividends on the Series A Preferred Shares will continue to accrue in accordance with Series A Preferred Share terms during the period in which dividends are suspended. This preferred has been subject to (Canadian) foreign tax with-holding in at least some QOL user accounts.
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IPO - 1/30/2017 - 4.00 Million Shares @ $25.00 /share.
Link to IPO Prospectus
Previous Ticker Symbol: JENGF Changed: 2/14/2017
Market Value $100.0 Million
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Company's Online Information Links
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| Company's Online Government Filings Links |
| Company's Email Address Links |
| Address and Phone Numbers |
| Address: 6345 Dixie Road, Suite 200, Mississauga, Ontario, Canada, L5T 2E6 |
| Main Phone Number |
905-670-4440 |
| Fax Number |
Not Available |
| Investor Relations
Michael Cummings, Alpha IR
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617-982-0475
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| CEO - R. Scott Gahn |
CHR - Rebecca MacDonald |
CFO - Jim Brown |
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