(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
AMENDMENT NO. 1 TO SCHEDULE 13D
This Item 4 is hereby amended to add the following:
On March 9, 2021 the Issuer announced that it sought and received creditor
protection via an Initial Order under the Companies’ Creditors Arrangement Act (“CCAA”) from the Ontario Superior Court of Justice (Commercial List) and also received similar protection under Chapter 15 of the United States Bankruptcy Code.
In connection with the foregoing, on March 9, 2021 the Issuer entered into a
term sheet (the “DIP Agreement”) between the Issuer, Just Energy L.P. and Just Energy (U.S.) Corp. (collectively, the “Borrowers”), Alter Domus (US) LLC, as administrative agent for the lenders, and certain affiliates of PIMCO, including the PIMCO
Entities (the “DIP Lenders”), pursuant to which the DIP Lenders agreed to make a debtor-in-possession facility (the “DIP Facility”) available to the Borrowers, subject to the terms and conditions set out in the DIP Agreement, in the maximum principal
amount of $125 million. Interest accrues on the principal amounts outstanding under the DIP Facility at a rate equal to 13% per annum (which will automatically increase by an additional 2% per annum upon the occurrence of any event of default
thereunder). The DIP Facility shall be available until the earlier of (i) December 31, 2021; (ii) the consummation of reorganization in the CCAA proceedings; (iii) the expiry of the stay of proceedings; (iv) the termination of the CCAA proceedings;
or (v) the acceleration of the DIP Facility in accordance with the terms of the DIP Agreement.
In connection with the foregoing, the PIMCO Entities have engaged advisors to
assist in a review and evaluation of strategic alternatives with respect to the Issuer and has been engaged in and may in the future engage in discussions with advisors to the Issuer, members of management or the board of directors of the Issuer (the
“Board”), and other stakeholders and potential stakeholders of the Issuer, with respect to the PIMCO Entities’ plans with respect to their investment in the Issuer. Such discussions may relate to a potential restructuring of the Issuer and its
subsidiaries, including, without limitation, the PIMCO Entities providing additional financing to the Issuer, a conversion of some or all of their existing debt into equity of the Issuer and/or one or more of its subsidiaries, a restructuring,
reorganization or recapitalization transaction and/or making an equity investment in the Issuer and/or one or more of its subsidiaries or other transactions involving the Issuer and/or one or more of its subsidiaries. A transaction related to any
such matters may result in one or more of the matters specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. There can be no assurance that the PIMCO Entities will take any specific action in connection with the matters set forth
above, and if undertaken, the PIMCO Entities may modify or terminate any activities at any time. There can be no assurance that any such discussions will result in a transaction being entered into or consummated.
The PIMCO Entities may acquire additional Common Shares and other securities
of the Issuer from time to time or may dispose of any or all of such shares or other securities held by it at any time. The PIMCO Entities intend to evaluate on an ongoing basis its investment in the Issuer and its options with respect to such
investment.
Except as described in this Amendment No. 1 to Schedule 13D, or as would occur
upon completion of any of the matters discussed herein, the PIMCO Entities do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although
such persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of the
Issuer, and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
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Item 5.
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Interest in Securities of the
Issuer.
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This Item 5 is hereby amended to read as follows:
(a) and (b)
Items 7-11 of the cover pages of this Schedule 13D are incorporated herein by
reference.
The securities reported in this Schedule 13D are held by investment advisory
clients or discretionary accounts of which the PIMCO Entities is the investment adviser, as described in Item 2. When an investment management contract (including a sub-advisory agreement) delegates to the PIMCO Entities investment discretion or
voting power over the securities held in the investment advisory accounts that are subject to that agreement, the PIMCO Entities consider the agreement to grant it sole investment discretion or voting authority, as the case may be, unless the
agreement specifies otherwise. Accordingly, the PIMCO Entities report on Schedule 13D that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement and may be deemed to
beneficially own the securities held by its clients or accounts within the meaning of rule 13d-3 under the Act.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule
13D reports the securities beneficially owned or deemed to be beneficially owned by the PIMCO Entities. It does not include securities, if any, beneficially owned by affiliates of the PIMCO Entities, whose ownership of securities is disaggregated
from that of the PIMCO Entities in accordance with that release.
(c) The Reporting Persons have not engaged in any transactions in the Issuer’s
Common Shares during the past 60 days.
(d) Each of OC II and LVS III is the direct holder of the Issuer’s Common
Shares and has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, greater than five percent of the outstanding Common Shares of the Issuer.
(e) Not applicable.
This Item 6 is amended to add and incorporate the responses set forth in Item 4 herein in their entirety.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 26, 2021