Obbligazioni in dollari Keep Calm And Invest Preferred Shares Usa (2 lettori)

Fabrib

Forumer storico
MISSISSAUGA, Ontario (AP) _ Just Energy Group Inc. (JE) on Wednesday reported a loss of $105 million in its fiscal fourth quarter.
The Mississauga, Ontario-based company said it had a loss of 71 cents per share. Earnings, adjusted for non-recurring costs and asset impairment costs, came to 10 cents per share.
The natural gas and electricity retailer posted revenue of $503.5 million in the period.
For the year, the company reported that its loss widened to $232.8 million, or $1.60 per share. Revenue was reported as $2.08 billion.
The company's shares closed at 46 cents. A year ago, they were trading at $4.18.
 

Peco

Forumer storico
Ritengo tu ti riferisca alla subordinated NGHCZ. Ne ho ancora 200 pezzi presi forse due anni fa e mi stavo appunto chiedendo se convenisse venderle nell'ipotesi che a settembre possano essere richiamate come le preferred. Cosa ne pensi? Grazie!
Non venderei NGHCZ anche se c'è il rischio richiamo, penso che Allstate possa raccogliere tranquillamente sul mercato $ 300 milioni con una emissione di preferred al 5-5.5% e con il ricavato richiamare le due pref e il B.B. di NGHC
 

locco68

violaforever
  • Conversion of C$420 million subordinated convertible debentures and preferred shares into new equity
  • New cash equity investment commitment of C$100 million
  • Extension of C$335 million secured credit facilities by three years to December 2023
  • Extension of unsecured debt of US$205.9 million to March 2024 with interest to be paid-in-kind
  • Initial reduction of annual cash interest expense by approximately C$45 million
  • Reconstitution of the Board of Directors with at least four new directors
  • Business as usual for employees, customers and suppliers enhanced by the relationship with a financially stronger Just Energy – they will not be affected by the Recapitalization
  • Implementation of the Recapitalization expected in September 2020
  • Strategic Review has concluded and Just Energy plans to remain independent
TORONTO, July 08, 2020 (GLOBE NEWSWIRE) -- 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 conclusion of its strategic review and a comprehensive plan to strengthen and de-risk the business, positioning the Company for sustainable growth as an independent industry leader. Highlights include:

  • Significant improvement to the Company’s financial flexibility and liquidity as a result of a proposed recapitalization plan (the “Recapitalization”) that will be facilitated through a plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act (“CBCA”), which involves a raise of C$100 million in committed new equity, reduction of overall debt by approximately C$275 million, and materially lower annual cash interest payments
  • Support for the Recapitalization from senior lenders and commitment to underwrite the C$100 million equity subscription offering from existing senior unsecured term loan lenders, Sagard Credit Partners, LP and certain funds managed by a leading US-based global fixed income asset manager (the “Initial Backstoppers”)
  • A renewed slate of seven directors, of which at least four will be new directors, will stand for election to the Company’s Board at the Company’s Annual General Meeting of shareholders, which is postponed from the August 11, 2020 date previously set, in conjunction with a Special Meeting for approval of the Plan of Arrangement
  • Business as usual for employees, customers and suppliers in their relationship with a strengthened Just Energy
“This comprehensive plan to strengthen and de-risk our business will result in a much stronger Just Energy, creating a sustainable capital structure and allowing our team to focus on driving our business and serving our clients,” said Just Energy’s President and Chief Executive Officer, R. Scott Gahn.

“This is the culmination of an extensive process that saw us explore many options for the future of Just Energy, which led us to the determination that by taking these actions now we can position Just Energy for a bright future as an independent leader in the business of providing energy to consumers,” Mr. Gahn added.

The Recapitalization includes:

  • Exchange of C$100 million 6.75% subordinated convertible debentures due March 31, 2023 (TSX:JE.DB.D) and C$160 million 6.75% subordinated convertible debentures due December 31, 2021 (TSX:JE.DB.C) (the “Subordinated Convertible Debentures”) for new common equity;
  • 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;
  • Existing senior unsecured term loan due September 12, 2023 (the “Existing Term Loan”) and the remaining convertible bonds due December 31, 2020 (the “Eurobond”) shall be exchanged for a New Term Loan due March 2024 with initial interest to be paid-in-kind and new common equity;
  • Exchange of all 8.50%, fixed-to-floating rate, cumulative, redeemable, perpetual preferred shares (JE.PR.U) (the “Preferred Shares) into new common equity;
  • New cash equity investment commitment of C$100 million;
  • Initial reduction of annual cash interest expense by approximately C$45 million; and
  • Business as usual for employees, customers and suppliers enhanced by the relationship with a financially stronger Just Energy – they will not be affected by the Recapitalization.
In total, the Recapitalization will result in a reduction of approximately C$535 million in net debt and preferred shares.

The Recapitalization Transaction will be implemented in part through the Plan of Arrangement.

The implementation of the Recapitalization is expected in September 2020, pending court and securityholder approvals required under the CBCA, as well as applicable approvals by the Toronto Stock Exchange. Just Energy’s Board of Directors has approved the Recapitalization and unanimously recommends all holders of existing subordinated convertible debentures, preferred shares and common shares support the Recapitalization. Just Energy’s financial advisor, BMO Capital Markets, has provided an opinion to Just Energy’s Board of Directors that the terms of the Recapitalization are fair, from a financial point of view, to the holders of its Eurobond, Subordinated Convertible Debentures, Preferred Shares, and common shares.

The Company has obtained a preliminary interim order from the Ontario Superior Court of Justice which, among other things, grants a limited stay of proceedings and establishes the record date for voting of securityholders with respect to the Plan of Arrangement as July 8, 2020. The Company will be seeking an interim order in the very near term.

The Company also intends to file an information circular describing the transaction in detail in the near term, and expects to seek approval for the proposed Plan of Arrangement at a Special Meeting of Shareholders and meetings of applicable creditor classes (collectively, the “Meetings”) to be scheduled for late August. The Company will also postpone its Annual General Meeting from August 11, 2020 to the same date, enabling it to be held in conjunction with the Special Meeting.

The Company’s full slate of director candidates for its renewed board will be included in the forthcoming information circular for the Special and Annual General Meeting of shareholders. The size of the Board will be fixed at seven directors, of which at least four will be new directors and with a separate Chair and CEO.

Details of the Recapitalization and Plan of Arrangement

The Plan of Arrangement

Pursuant to the Plan of Arrangement, the common equity in the plan (before the common equity subscription opportunity) will be allocated as follows:

Existing Instrument

Allocation of Common Equity In the Plan

(Prior to New Equity Subscription Opportunity)
Existing Term Loan and Eurobond5.0%
Subordinated Convertible Debentures56.7%
Preferred Shares9.5%
Common Shares(1)28.8%
1. Includes securities in employee equity plans.

Further details of the Plan of Arrangement include:

  • The plan will also include a 1-for-33 share consolidation
  • A total of 16.5 million common shares will be outstanding as “Common Equity in the Plan” (prior to the New Equity Subscription Opportunity)
  • Upon closing of the plan, accrued and unpaid interest to June 30, 2020 on the 6.75% subordinated convertible debentures due March 2023 shall be paid in cash
  • Interest following June 30, 2020 on the Subordinated Convertible Debentures will not be paid in cash and will be exchanged for new common equity under the Plan of Arrangement.
  • Interest to June 30, 2020 on the 6.75% subordinated convertible debentures due December 2021 was already paid in cash on that date in accordance with the terms of that debenture
  • The Existing Term Loan and Eurobond will be replaced with a new US$205.9 million senior unsecured term loan due March 2024 (the “New Term Loan”, described further below)
  • Holders of the Existing Term Loan representing 96% of the class have committed to vote in favour of the transaction
New Term Loan

Key features of the New Term Loan include:

  • Interest will be paid in kind until March 31, 2022, following which interest may be partially paid in cash
  • The interest rate will be 10.25% for any interest paid in kind and 9.75% for any interest paid in cash
  • The payment/prepayment fee has been reduced to 5% for principal repayments at all times at or prior to maturity
  • Holders of Eurobonds will receive, in addition to the share-related amounts set out in the table below, US$952.38 of New Term Loan for every US$1,000 of principal amount of Eurobonds they hold, subject to applicable laws
Extended Credit Facility

Concurrent with the implementation of the Plan of Arrangement, the Company’s secured credit facility will be amended, including as follows:

  • Maturity date to be extended from September 1, 2020 to December 31, 2023
  • Scheduled mandatory repayments to permanently reduce the facility availability over the term of the agreement by an aggregate of C$245,000,000
  • Amended financial covenants that reduce the maximum consolidated senior debt to EBITDA ratio over time
The New Equity Subscription Opportunity

  • Holders of record of the Company’s Existing Term Loan, Eurobond, Subordinated Convertible Debentures, Preferred Shares and common shares as of July 23, 2020 will be entitled to participate in the new equity subscription opportunity (the “New Equity Subscription Opportunity”) in the amounts specified below
  • A total of 29.3 million new common shares will be available for subscription pursuant to the New Equity Subscription Opportunity at a price per share of C$3.412
  • The New Equity Subscription Opportunity is non-transferrable and there will be no listed market for the Subscription Opportunity
  • The Initial Backstoppers have entered into a US$73 million backstop commitment (equivalent to C$100 million at an exchange rate of US$0.73 per C$1.00)
  • The Initial Backstoppers will receive 0.4 million common shares (after the Recapitalization Plan and New Equity Subscription Opportunity have closed) as an Initial Backstop Commitment Fee
  • The Company may terminate the initial backstop commitment on or prior to July 18, 2020 if additional backstoppers are identified for at least C$100 million on terms that are superior to the initial backstop commitment
  • Under terms of Initial Backstop Agreement, the Company may contract with additional backstoppers (the “Additional Backstoppers”) for up to C$50 million of the Backstop commitments by July 23, 2020. Alpha-IR will direct any enquiries with respect to Additional Backstop participation
  • Backstop Funding Fee of 0.5 million common shares (after the Recapitalization Plan and New Equity Subscription Opportunity have closed) will be provided on a pro rata basis to Initial/Additional Backstoppers in proportion to their Backstop commitment amount
  • The backstop commitments are subject to a minimum amount of shares being offered to backstoppers at the subscription price. If that minimum threshold (US$20.35 million) is not achieved, the Company shall issue additional Shares, to be purchased at the subscription price, to fulfill the remaining minimum obligation.
  • Completion of the New Equity Subscription Opportunity is conditional on the completion of the Recapitalization Plan
  • The common shares issuable pursuant to the New Equity Subscription Opportunity will be freely tradeable and the Company will apply to list these shares on both the Toronto Stock Exchange and the New York Stock Exchange (other than any common shares issued to the Initial/Additional Backstoppers in the United States, which will subject to U.S. resale restrictions)
A detailed description of the New Equity Subscription Opportunity, including subscription mechanics and deadlines, will be included in the information circular that will be sent to stakeholders in connection with the Recapitalization Plan. The subscription deadline is expected to be a date set in August, 2020. Following completion of the Recapitalization Plan, the New Equity Subscription Opportunity and the issuance of the Initial Backstop Commitment Fee and Backstop Funding Fee shares, approximately 46.6 million common shares will be issued and outstanding.


New Equity Subscription Opportunity
Existing InstrumentUnit of
Measure
New Common
Shares
Received
New Common
Shares
Available For
Subscription
Aggregate Purchase
Price To Purchase Full
Subscription
(# of shares)(# of shares)(C$)
Existing Term LoanPer US$1,0003.8018476.831439$23.31
EurobondPer US$1,0003.8018476.831439$23.31
Subordinated Convertible DebenturesPer C$1,00035.92068964.544948$220.23
Preferred SharesPer 100 Preferred Shares33.38713259.992466$204.69
Common SharesPer 100 common shares3.0303035.445072$18.58
 

Peco

Forumer storico
  • Conversion of C$420 million subordinated convertible debentures and preferred shares into new equity
  • New cash equity investment commitment of C$100 million
  • Extension of C$335 million secured credit facilities by three years to December 2023
  • Extension of unsecured debt of US$205.9 million to March 2024 with interest to be paid-in-kind
  • Initial reduction of annual cash interest expense by approximately C$45 million
  • Reconstitution of the Board of Directors with at least four new directors
  • Business as usual for employees, customers and suppliers enhanced by the relationship with a financially stronger Just Energy – they will not be affected by the Recapitalization
  • Implementation of the Recapitalization expected in September 2020
  • Strategic Review has concluded and Just Energy plans to remain independent
TORONTO, July 08, 2020 (GLOBE NEWSWIRE) -- 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 conclusion of its strategic review and a comprehensive plan to strengthen and de-risk the business, positioning the Company for sustainable growth as an independent industry leader. Highlights include:
Se ho capito bene con il piano di ricapitalizzazione proposto per 100 azioni privilegiate possedute si ricevono $ CAD 204,69 e 33 nuove azioni ordinarie, inoltre diritti per sottoscrivere 60 nuove azioni ordinarie a $ CAD 3,412

Con la conversione di $ CAD 420 milioni di obbligazioni convertibili e azioni privilegiate in azioni ordinarie, e $ CAD 100 milioni raccolti con sottoscrizione garantita di nuove azioni riducono il debito di $ CAD 500 milioni portandolo da $ CAD 780 milioni a $ CAD 280 milioni
 

locco68

violaforever
Se ho capito bene con il piano di ricapitalizzazione proposto per 100 azioni privilegiate possedute si ricevono $ CAD 204,69 e 33 nuove azioni ordinarie, inoltre diritti per sottoscrivere 60 nuove azioni ordinarie a $ CAD 3,412

Con la conversione di $ CAD 420 milioni di obbligazioni convertibili e azioni privilegiate in azioni ordinarie, e $ CAD 100 milioni raccolti con sottoscrizione garantita di nuove azioni riducono il debito di $ CAD 500 milioni portandolo da $ CAD 780 milioni a $ CAD 280 milioni
io ho capito che ti danno 33 azioni nuove per 100 prefered e la possibilita' di sottoscrivere le altre 59,99 al prezzo di $ 204,69.....
 

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