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 a slate of
seven director candidates, of which five are new directors, who
will be appointed to the board of directors (the “Board”) upon
completion of the previously announced recapitalization
transaction. A special and annual meeting of Just Energy’s
securityholders (the “Special and Annual Meeting”) is expected to
be held to consider the recapitalization transaction on August 25,
2020.
Just Energy announced on July 8, 2020 that it is undertaking a
comprehensive plan to strengthen and de-risk the business,
including a renewed Board to provide robust oversight and
governance on behalf of stakeholders as well as a recapitalization
transaction under the Canada Business Corporations Act (“CBCA”)
that will significantly improve the Company’s financial flexibility
and liquidity.
The Company has applied for an interim order from the Ontario
Superior Court of Justice for the recapitalization transaction,
which will be effected through a plan of arrangement under the
CBCA. The interim order hearing is scheduled for the morning
of July 17, 2020.
The seven candidates include five new candidates and two
incumbents. They possess a wide spectrum of skills and expertise,
including deep knowledge of the energy industry. They
are:
- James Bell (new)
- Anthony Horton (new)
- Steven Murray (new)
- Stephen Schaefer (new)
- Marcie Zlotnik (new)
- R. Scott Gahn (incumbent)
- Dallas Ross (incumbent)
Five of the seven candidates are independent of the Company. The
exceptions are Mr. Gahn, the president and chief executive officer
of Just Energy, and Mr. Horton, who has acted as a consultant to
the Company since November 2019. Full biographies of all the
candidates can be found below. In conjunction with the
planned reconstitution of the Board, the Company announced that
Rebecca MacDonald, the Company’s founder, will be retiring and
stepping down from the Board, effective today. At the same time,
her employment contract as Executive Chair will be terminated by
mutual agreement.
“On behalf of the Board, I would like to thank Ms. MacDonald for
her many years of service and contributions to Just Energy,” said
William Weld, Just Energy’s Lead Director, who will assume the role
of Chair on an interim basis until the Special and Annual
Meeting.
“As I retire after 23 years with the Company, I would like to
thank all of the employees that worked over the years in building
Just Energy,” Ms. MacDonald said. “I am particularly happy
that over the last 23 years I have witnessed a number of women of
different ethnicity develop their careers with us.”
Candidate Biographies
James BellMr. Bell is currently President,
Chief Executive Officer and a Director of Founders Advantage
Capital Corp. (a TSX Venture Exchange listed investment company)
and serves as a Director of Paramount Resources Ltd. (a TSX listed
energy company). Prior thereto, Mr. Bell was General Counsel for
Olympia Financial Group Inc. (a TSX listed financial services
company) and its wholly-owned subsidiary Olympia Trust Company (a
non-deposit taking trust company), and had practiced securities and
corporate commercial law as a partner at an international law firm
until December 31, 2009. Mr. Bell has acted as legal counsel in
connection with various commercial transactions as well as general
securities and corporate finance matters. He serves on
Paramount’s audit committee and is Chairman of Paramount’s
compensation committee. Mr. Bell graduated from the
University of Saskatchewan with a Bachelor of Laws degree in 1999.
He completed the Canadian Securities Course in January 2014 and the
Partners, Directors and Senior Officers course in February
2014.
R. Scott Gahn Mr. Gahn, was appointed as the
president and chief executive officer of the Company on August 2,
2019 and was formerly Executive Vice President and Chief Operating
Officer of Just Energy until June 2011. Mr. Gahn was
appointed to the Board on December 17, 2013. Mr. Gahn is also
currently Chairman of Modern System Concepts, Inc., a Houston-based
life-safety and security firm. Mr. Gahn has a long history in the
deregulated energy industry having served on the Texas ERCOT Board
from 2005 to 2008 and having been involved in the sale of
deregulated and regulated electricity and natural gas for 28 years.
He was one of the founding shareholders and Chief Executive Officer
of Just Energy Texas L. P. which was purchased by the Company in
2007, and in that capacity was responsible for North American
Wholesale energy supply operations and business developments.
Anthony Horton Mr. Horton is currently Chairman
of the Board of NanoLumens, Presiding Chairman of the Board of Exco
Resources, and a member of the Board of directors of Sheridan
Productions and Mission Coal. Mr. Horton is a member of the
Restructuring Working Committee of the Board of First Energy.
Mr. Horton was Executive Vice President and Chief Financial Officer
at Energy Future Holdings and was Senior Director of Corporate and
Public Policy at TXU Energy. Mr. Horton holds a Masters of
Professional Accounting and Finance from the University of Texas at
Dallas/Arlington and a BBA in Economics and Management from the
University of Texas at Arlington. He is a Certified Public
Account, Chartered Financial Analyst, Certified Management
Accountant and Certified Financial Manager.
Steven MurrayMr. Murray was the President and
CEO of Primus Green Energy. Mr. Murray was previously
President of Avangard Innovative and Executive Director of Conway
MacKenzie. He was also the Chief Operating Officer of Direct
Energy and President of Direct Energy Residential, where he led the
successful turnaround of the largest deregulated energy company in
North America. Mr. Murray has successfully executed 7
turnarounds in the last 15 years in industries ranging from retail
energy to steel to chemicals to upstream and recycling. Mr.
Murray holds a first-class honors degree in Chemistry from
Edinburgh University.
Dallas RossMr. Ross is a General Partner and
Founder of Kinetic Capital Partners in Vancouver, BC, whose equity
capital and strategic attention is focused on controlling positions
in several private companies in the United States with substantial
value creation underway. Mr. Ross is Chair or Senior Director of
those private companies. Mr. Ross currently also serves on public
company boards: he is Chair of Rogers Sugar; Director of Westshore
Terminals; and a Director of Canfor Corporation. Previously he was
a Director of Catalyst Paper and was brought in to assist with its
financial restructuring as Chair of its Strategic Alternatives
Committee; and previously was a Director of Futureshop.com. Mr.
Ross was on the Board, and was the Chair of the Campus Task Force
and was on the Executive Committee of Crofton House School during
its substantial campus rebuild. Prior to Kinetic Capital Partners,
Mr. Ross was Managing Director Investment Banking in Vancouver and
Managing Director Mergers and Acquisitions in Toronto with
ScotiaMcLeod. Before that Mr. Ross had qualified as a Chartered
Accountant.
Stephen SchaeferMr. Schaefer has over three
decades of experience as an executive, private equity partner and
Board member in the financial services and energy industries.
Mr. Schaefer currently serves as a member of the Board of Directors
of Element Markets, LLC, HB2 Energy Inc., GenOn Holdings, Inc., and
TexGen Power, LLC, where he is Chair of the Board. Mr.
Schaefer retired as a Partner from Riverstone Holdings in August
2015. While at Riverstone, he served on two of its investment
committees and was primarily responsible for conventional power and
renewable energy investments. Prior to joining Riverstone,
Mr. Schaefer was a Managing Director with Huron Consulting Group,
where he founded and headed its Energy Practice with a focus on
restructuring. From 1998 to 2003, Mr. Schaefer was Managing
Director and Vice President with Duke Energy North America.
Mr. Schaefer is a Chartered Financial Analyst and received his
B.S., magna cum laude, in Finance and Accounting from Northeastern
University in 1987.
Marcie ZlotnikMs. Zlotnik was
the co-founder and Chairman of the Board of StarTex Power, until
its sale to Constellation Energy in 2011, and earlier she was
co-founder, President, Principal Accounting Officer and a member of
the Board of Gexa Energy. Ms. Zlotnik also served on the Board of
Crius Energy, one of the largest independent energy retailers in
the United States. Ms. Zlotnik currently chairs the Business
Advisory Board at the University of Texas, McCombs School of
Business, is on the Executive Committee of the Sugar Land Skeeters
Foundation and the advisory boards of the Gulf Coast Power
Association (GCPA) and its emPOWERing Women Program. She was
an elected member of the Texas ERCOT Board, served as a Board
Member of TEXALTEL, the association of Texas telecommunication
providers, and was a co-founder and Board Member of Texas Energy
Association of Marketers (TEAM). Ms. Zlotnik is the
2018 recipient of the GCPA Pat Wood Power Star, in recognition
of her significant contributions towards the advancement of
competitive energy markets in Texas, the inaugural recipient
of the GCPA empowerment Award and was inducted into the University
of Texas at Austin McCombs School of Business Hall of Fame in 2015.
Ms. Zlotnik earned a Bachelor of Business Administration in
Accounting from the University of Texas at Austin.
About Just Energy Group Inc.
Just Energy is a consumer company focused on essential needs,
including electricity and natural gas health and well-being, such
as water quality and filtration devices; and utility conservation,
bringing energy efficient solutions and renewable energy options to
consumers. Currently operating in the United States and Canada,
Just Energy serves residential and commercial customers. Just
Energy is the parent company of Amigo Energy, EdgePower Inc.,
Filter Group Inc., Hudson Energy, Interactive Energy Group, Tara
Energy, and TerraPass.
Visit https://investors.justenergy.com/ to learn more.
Also, find us on Facebook and follow us
on Twitter.
FORWARD-LOOKING STATEMENTS This press release
may contain forward-looking statements. These statements are based
on current expectations that involve a number of risks and
uncertainties which could cause actual results to differ from those
anticipated. These statements are based on current expectations
that involve several risks and uncertainties which could cause
actual results to differ from those anticipated. These risks
include, but are not limited to, risks with respect to raising new
equity capital and the exchange of debt; the proposed
recapitalization transaction resulting in a financially stronger
Company; reducing the Company’s existing debt and interest expense
(including the amounts thereof); proceedings under the CBCA;
implementing a Plan of Arrangement; issuing new equity; the
allocation of any new equity; addressing certain obligations as
part of a proposed recapitalization transaction; risks associated
with the proposed recapitalization transaction, including the
inability to complete a proposed recapitalization transaction or
complete a proposed recapitalization transaction in a timely or
efficient manner; the inability to reduce the Company’s debt and/or
interest payments, proceedings under the CBCA; issuing and
allocating new equity including the dilution of the Company’s
outstanding common shares; the value of existing equity following
the completion of a recapitalization; the impact of the evolving
COVID-19 pandemic on the Company’s business, operations and sales;
reliance on suppliers; uncertainties relating to the ultimate
spread, severity and duration of COVID-19 and related adverse
effects on the economies and financial markets of countries in
which the Company operates; the ability of the Company to
successfully implement its business continuity plans with respect
to the COVID-19 pandemic; the Company’s ability to access
sufficient capital to provide liquidity to manage its cash flow
requirements; general economic, business and market conditions; the
ability of management to execute its business plan; levels of
customer natural gas and electricity consumption; extreme weather
conditions; rates of customer additions and renewals; customer
credit risk; rates of customer attrition; fluctuations in natural
gas and electricity prices; interest and exchange rates; actions
taken by governmental authorities including energy marketing
regulation; increases in taxes and changes in government
regulations and incentive programs; changes in regulatory regimes;
results of litigation and decisions by regulatory authorities;
competition; the performance of acquired companies and dependence
on certain suppliers. Additional information on these and other
factors that could affect Just Energy’s operations, financial
results or dividend levels are included in Just Energy’s annual
information form and other reports on file with Canadian securities
regulatory authorities which can be accessed through the SEDAR
website at www.sedar.com on the U.S. Securities and
Exchange Commission’s website at www.sec.gov or through
Just Energy’s website at www.justenergygroup.com.
Neither the Toronto Stock Exchange nor the New York Stock
Exchange has approved nor disapproved of the information contained
herein.
FOR FURTHER INFORMATION PLEASE CONTACT:
Jim Brown Chief Financial Officer Just Energy 713-544-8191
jbrown@justenergy.com
or
Investors Michael Cummings Alpha IR Phone:
(617) 982-0475JE@alpha-ir.com
Media Boyd Erman Longview Communications Phone:
416-523-5885 berman@longviewcomms.ca
Source: Just Energy Group Inc.
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