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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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1.
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NAME OF REPORTING PERSON
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Pacific Investment Management Company LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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☒
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
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SOLE VOTING POWER
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13,872,207
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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13,872,207
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||||
10.
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SHARED DISPOSITIVE POWER
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|||
0
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||||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,872,207
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.9%(1)
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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(1)
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The number of shares outstanding for purposes of this percentage calculation is based on the 48,078,637 Common Shares reported as issued and outstanding as of August 5, 2022, as reported
in the Annual Report on Form 10-K filed by the Issuer on August 8, 2022.
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Item 2. |
Identity and Background.
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Item 4. |
Purpose of Transaction.
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i.
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The acquisition by the Sponsor of newly issued common and preferred shares (as described in the Transaction Agreement, the “Purchased Interests”) of Just Energy
(U.S.) Corp. (or its successor if converted into another entity prior to the Closing in accordance with the Implementation Steps) (collectively, including the other transactions contemplated by the Transaction Agreement, the “Transaction”),
and upon the Closing the Sponsor will own all of the issued and outstanding equity of Just Energy (U.S.) Corp., which at the time following the effectiveness of the Implementation Steps will own all of the outstanding equity of the Issuer;
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ii.
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pursuant to and subject to the terms of the Vesting Order, the cancellation for no consideration of all Equity Interests of Just Energy (U.S.) Corp. (or its
successor if converted into another entity prior to the Closing in accordance with the Implementation Steps) other than the Purchased Interests and the cancellation or redemption of all existing equity interests of the Issuer;
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iii.
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a Cash Purchase Price of approximately $184.8 million (plus up to an additional C$10 million under certain circumstances) and Credit Bid Consideration of
approximately $229.46 million and C$170,652.60, plus all accrued and unpaid interest thereon through to and including the Closing Date;
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iv.
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the assignment and transfer by the Just Energy Entities of all Excluded Liabilities and Excluded Assets to one or more newly formed entities pursuant to the Vesting
Order; and
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v.
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a Break-Up Fee of $14.66 million to be paid to the Sponsor upon the consummation of an Alternative Restructuring Proposal in the event of termination of the
Transaction Agreement in certain specified circumstances.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit 99.5 |
Support Agreement, dated as of August 4, 2022, by and among the Just Energy Entities, the Sponsor and the other parties thereto (incorporated by reference to Exhibit 10.9 to the Issuer’s
Annual Report on Form 10-K, filed with the SEC on August 8, 2022).
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Exhibit 99.6 |
Transaction Agreement, dated as of August 4, 2022, by and among Just Energy Group Inc. and the Sponsor (incorporated by reference to Exhibit 10.10 to the Issuer’s Annual Report on Form
10-K, filed with the SEC on August 8, 2022).
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PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
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By:
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/s/ Bijal Parikh
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Name: Bijal Parikh
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Title: Executive Vice President,
Funds Treasurer
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Name and Business Address
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Present Principal Occupation
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Citizenship
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Andrew Balls
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Managing Director – Chief Investment Officer (Global Fixed Income)
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United States
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Libby Cantrill
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Managing Director – Executive Committee, Head of Public Policy
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United States
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Craig A. Dawson
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Managing Director – Executive Committee, Head of PIMCO Europe, Middle East and Africa
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United States
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Gregory Hall
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Managing Director – Executive Committee, Head of U.S. Global Wealth Management
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United States
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Daniel J. Ivascyn
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Managing Director – Executive Committee, Group Chief Investment Officer
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United States
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Mark R. Kiesel
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Managing Director - Chief Investment Officer (Global Credit)
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United States
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Scott A. Mather
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Managing Director - Chief Investment Officer (U.S. Core Strategies)
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United States
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Qi Wang
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Managing Director - Chief Investment Officer, Portfolio Implementation
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United States
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Julie Meggers
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Managing Director – Global Co-Head of Human Resources
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United States
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Emmanuel Roman
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Managing Director – Executive Committee and Chief Executive Officer
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United States
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Jerome M. Schneider
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Managing Director – Executive Committee
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United States
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Marc P. Seidner
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Managing Director – Executive Committee, Chief Investment Officer (Non-traditional Strategies)
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United States
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Candice Stack
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Managing Director – Executive Committee, Head of Client Management, Americas
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United States
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Kimberley Stafford
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Managing Director – Executive Committee, Global Head of Product Strategy
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United States
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Christian Stracke
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Managing Director – Executive Committee, Global Head of Credit Research
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United States
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