TORONTO, ONTARIO–(Marketwired – July 5, 2017) –
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Crius Energy Trust (“Crius” or the “Trust“) (TSX:KWH.UN) today announces the successful completion of the acquisition of U.S. Gas & Electric, Inc. (“U.S. Gas & Electric“), a leading U.S. energy retailer with natural gas and/or electricity customers in 11 States and D.C. (the “Acquisition“), for total consideration of US$152.5 million plus US$20 million in working capital, for a total purchase price of approximately US$172.5 million.
As a result of the Acquisition, Crius has added a diverse portfolio of electricity and natural gas customers, totaling approximately 375,000 residential customer equivalents (“RCEs“) in Connecticut, Illinois, Indiana, Kentucky, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and the District of Columbia. Crius now serves nearly 1.4 million RCEs, representing an approximate 37% increase to the existing customer portfolio, and is now positioned among the 10 largest independent energy retailers in North America.
“We are very pleased to have successfully completed the Acquisition of U.S. Gas & Electric as it represents a highly accretive transaction and a significant milestone for Crius,” commented Michael Fallquist, Chief Executive Officer of the Trust. “We expect to immediately benefit from economies of scale, an expanded service territory and new direct-to-consumer sales channels as we continue to execute on our organic and acquisitive growth strategy. We welcome U.S. Gas & Electric’s strong and well-respected team and are committed to a seamless integration of the businesses.”
Conversion of the Subscription Receipts
In connection with the closing of the Acquisition, the Trust is also pleased to announce that the subscription receipts of the Trust (“Subscription Receipts“) issued pursuant to its previously announced Offering (as defined herein), including the Over-Allotment Option (as defined herein), have been converted, on a one-for-one basis, into 12,908,175 units of the Trust (“Units“) following the satisfaction of the escrow release conditions relating to the closing of the Acquisition (the “Escrow Release Conditions“).
Trading in the Subscription Receipts was halted on the Toronto Stock Exchange effective the morning of July 5, 2017 and has remained halted until close of business on July 5, 2017, at which time the Subscription Receipts are expected to be delisted from the Toronto Stock Exchange.
Background to the Offering
On May 30, 2017, concurrently with the announcement of the Acquisition, Crius entered into an agreement with a syndicate of underwriters led by Desjardins Capital Markets, RBC Capital Markets and National Bank Financial Inc. (collectively, the “Underwriters“), pursuant to which the Underwriters agreed to purchase from Crius, on a “bought deal” basis, and sell to the public 11,224,500 Subscription Receipts at a price of C$9.80 per Subscription Receipt (the “Offering Price“) for total gross proceeds of C$110.0 million (the “Offering“). In addition, the Trust also granted the Underwriters an option (the “Over-Allotment Option“) to purchase up to an additional 1,683,675 Subscription Receipts (the “Additional Subscription Receipts“) at the Offering Price per Additional Subscription Receipt, exercisable in whole or in part, at any time up to 30 days following the closing of the Offering.
On June 20, 2017, the Trust announced the closing of the base offering of 11,224,500 Subscription Receipts at the Offering Price for aggregate gross proceeds of C$110.0 million. On June 27, 2017, the Trust announced the closing in full of the Over-Allotment Option, pursuant to which 1,683,675 Additional Subscription Receipts were issued at the Offering Price for additional aggregate gross proceeds of C$16.5 million.
Following the satisfaction of the Escrow Release Conditions, the escrowed funds were released from escrow to, among other things, enable Crius to fund a portion of the cash purchase price payable in connection with the Acquisition, and to pay the remaining 50% of the commission of the Underwriters.
About Crius Energy Trust
Crius provides investors with a distribution-producing investment through its indirect 100% ownership interest in Crius Energy, LLC (the “Company“). With over 1.3 million RCEs, the Company provides innovative electricity, natural gas and solar products to residential and commercial customers through exclusive partnerships and direct-to-consumer marketing channels. Our unique brands offer consumers a broad suite of energy products and services including fixed and variable contracts, renewable energy, and bundled products to support their energy needs beyond what is offered by their local utility. Company growth is achieved organically with customers acquired through our diversified marketing channels and through accretive acquisitions in the deregulated energy and solar industries, where there is a significant opportunity to participate in the consolidation of market participants. The Company currently sells energy products in 18 states and the District of Columbia with plans to continue expanding its geographic reach. The Company is well positioned to deliver capital appreciation and stable, growing distributions to investors.
The Trust intends to continue to qualify as a “mutual fund trust” under the Income Tax Act (Canada) (the “Tax Act“). The Trust will not be a “SIFT trust” (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any “non-portfolio property” (as defined in the Tax Act). Material information pertaining to Crius may be found on SEDAR under the Trust’s issuer profile at www.sedar.com or on the Trust’s website at www.criusenergytrust.ca.
Cautionary Statement Regarding Forward-Looking Information
Forward-looking statements are subject to certain risks and uncertainties, and should not be read as guarantees of future performance or results and actual results may differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include but are not limited to, the Trust’s objectives and status as a mutual fund trust and not a SIFT trust, the integration of the businesses of U.S. Gas & Electric and Crius; the future performance of U.S. Gas & Electric following the closing of the Acquisition; the customer portfolio of Crius following the completion of the Acquisition; market penetration and expansion and the expected use of the Escrowed Funds. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. All forward-looking statements reflect the Trust’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Trust’s forward-looking statements are qualified by (i) the assumptions that are stated or inherent in such forward-looking statements, and (ii) the risks described in the section entitled “Financial Instruments and Risk Management” in the most recent Management’s Discussion & Analysis and in the sections entitled “Risk Factors” and “Forward-Looking Statements” in the annual information form of the Trust for the fiscal year ended December 31, 2016, dated March 16, 2017, which is available on SEDAR under the Trust’s issuer profile at www.sedar.com and on the Trust’s website at www.criusenergytrust.ca.
Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Although the Trust has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Trust disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.
Michael Fallquist
Chief Executive Officer
(203) 663-7545
Crius Energy Trust
Roop Bhullar
Chief Financial Officer
(203) 883-9900
Crius Energy Trust
Kelly Castledine
Investor Relations
(416) 644-1753
www.criusenergytrust.ca
