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Just Energy Group - Reports

The following reports have been filed in the proceedings:

 Seventeenth Report of the Monitor August 30, 2024
The purpose of this Seventeenth Report Is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the Monitor's Sixteenth Report to the Court dated January 19, 2024 (the "Sixteenth Report");
(b) the relief sought by the Monitor in its proposed Order extending the Stay of Proceedings to and including January 31, 2025;
(c) the status of the Omarali Class Action;
(d) the status of the wind-down and dissolution proceedings in respect of the Remaining Entities; and
(e) the remaining activities that will need to be resolved prior to the anticipated termination of these CCAA Proceedings.
 
 Sixteenth Report of the Monitor January 19, 2024
The purpose of this Sixteenth Report Is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the Monitor's Fifteenth Report to the Court dated November 10, 2023 (the "Fifteenth Report");
(b) the relief sought by the Monitor in its proposed Order: (i) extending the Stay of Proceedings to and including September 30, 2024; and (ii) amending the title to these CCAA Proceedings by removing 11368, LLC, 12175592 Canada Inc., Drag Marketing LLC, Just Solar Holdings Corp., Just Energy Connecticut Corp., and Just Energy (Finance) Hungary ZRT as Applicants Wound-Down Entities;
(c) the status of the Omarali Class Action;
(d) the status of the wind-down and dissolution proceedings in respect of the Remaining Entities; and
(e) the remaining activities that will need to be resolved prior to the anticipated termination of these CCAA Proceedings.
 
 Fifteenth Report of the Monitor November 10, 2023
The purpose of this Fifteenth Report is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the Monitor's Fourteenth Report to the Court dated June 21, 2023 (the "Fourteenth Report");
(b) the case conference that has been scheduled on November 16, 2023, in respect of the Omarali Class Action (the "Case Conference"), including the history of the Omarali Class Action claim in these CCAA Proceedings;
(c) the status of the wind-down and dissolution proceedings in respect of the Remaining Entities; and
(d) the remaining activities that will need to be resolved prior to the anticipated termination of these CCAA Proceedings.
 
 Fourteenth Report of the Monitor June 21, 2023
The purpose of this Fourteenth Report is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the Monitor's Thirteenth Report to the Court dated January 12, 2023 (the "Thirteenth Report");
(b) the relief sought by the Monitor in its proposed Order (the "Stay Extension Order"):
i. extending the Stay of Proceedings to and including November 30, 2023;
ii. dispensing with noticing requirements to creditors of the Remaining Entities registered in Canada in respect of the future bankruptcy of any such entity;
(c) the relief being sought by counsel to the representative plaintiff in the Omarali Class Action;
(d) the Monitor's recommendations in respect of the foregoing, as applicable.
 
 Thirteenth Report of the Monitor January 12, 2023
The purpose of this Thirteenth Report is to provide information to the Court with respect to the following:
(a) The Monitor's activities since the Monitor's Twelfth Report to the Court dated October 27, 2022;
(b) The relief sought by the Monitor in its proposed Order, including, among other things:
i. An extension of the Stay Period until the termination of the CCAA Proceedings pursuant to a further Order of the Court;
ii. Termination of the Subordinated Notes and Term Loan and releasing and discharging all liabilities of Computershare Trust Company of Canada thereunder; and
iii. Approval of this Thirteenth Report and the fees of the Monitor and its counsel; and
(c) The Monitor's recommendations in respect of the foregoing, as applicable.
 
 Monitor's Certificate December 16, 2022
This Monitor's Certificate dated December 16, 2022 is in respect of the sale transaction in connection with the Approval and Vesting Order granted by the Court on November 3, 2022.
 
 Twelfth Report of the Monitor October 27, 2022
The purpose of this Twelfth Report is to provide information to the Court with respect to the following:
a) the Monitor's activities since the Monitor's Eleventh Report to the Court dated August 13, 2022 (the "Eleventh Report");
b) the relief sought by the Applicants in their proposed Order (the "Reverse Vesting Order"), including, among other things:
i. approving the purchase agreement (as amended, the "Transaction Agreement") dated August 4, 2022, between Just Energy and LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP and CBHT Energy I LLC (collectively, the "Purchaser") and the transactions contemplated therein (the "Transaction") with such further minor amendments as Just Energy and the Purchaser may deem necessary, and as may be approved by the Monitor;
ii. ordering that, upon the delivery of the Monitor's certificate certifying that, among other things, all conditions to closing of the Transaction have been satisfied or waived, the following shall be deemed to occur:
-1. the Excluded Assets (as defined herein) shall be transferred to and vested in two residual companies (together, the "ResidualCos"), one for Excluded Assets with respect to Acquired Entities formed or incorporated in the United States and one for Excluded Assets with respect to Acquired Entities formed or incorporated outside of the United States and, in each case, all claims and encumbrances shall continue to attach to such Excluded Assets;
-2. all Excluded Contracts and Excluded Liabilities of the Acquired Entities shall be transferred to and vested in the ResidualCos, and the Acquired Entities shall be forever discharged and released from such Excluded Contracts and Excluded Liabilities and related claims and encumbrances;
-3. all right, title and interest in and to the Purchased Interests will vest absolutely in the Purchaser and all Assumed Liabilities will continue as provided under the Transaction Agreement;
-4. all equity interests of Just Energy and Just Energy (U.S.) Corp. ("JEUS") existing prior to the commencement of the Implementation Steps will be deemed terminated and cancelled or redeemed as provided in the Implementation Steps and the Articles of Reorganization, as applicable;
-5. the Acquired Entities will cease to be Applicants in these CCAA Proceedings and will be released from the Second ARIO and all other Orders granted in the CCAA Proceedings (excluding the Reverse Vesting Order); and
-6. the ResidualCos will be added as Applicants to these CCAA Proceedings;
iii. from and after the Effective Time, barring all Persons from commencing or continuing any step or proceeding against the Purchaser or the Acquired Entities relating to the Excluded Assets, the Excluded Liabilities, or any other claim, obligation or matter waived, released or discharged pursuant to the Reverse Vesting Order;
iv. directing the satisfaction of the applicable priority payments in accordance with the Transaction Agreement;
v. granting certain releases and exculpations with respect to the current and former directors, officers, employees, legal counsel and advisors of the Just Energy Entities and the ResidualCos, the Monitor and its legal counsel, the Purchaser and its current and former directors, officers, employees, legal counsel and advisors, and the Credit Facility Agent and the Credit Facility Lenders and their respective current and former directors, officers, employees, legal counsel and advisors from the Released Claims; and
vi. ordering that, at the Effective Time, the title of the CCAA Proceedings will be changed to delete the names of the Applicants and add the names of the two ResidualCos;
c) the relief sought by the Applicants in their proposed Order (the "Ancillary Order"), including, among other things:
i. upon the closing of the Transaction, expanding the powers of the Monitor in these CCAA Proceedings;
ii. extending the Stay Period to and including January 31, 2023;
iii. approving the activities and conduct of the Monitor, the Supplement to the Eleventh Report of the Monitor dated October 3, 2022 (the "Supplement to the Eleventh Report"), this Twelfth Report, and the fees and disbursements of the Monitor and its Canadian and U.S. counsel;
iv. directing that all copies of the Notices of Intention received by the Just Energy Entities in the SISP be treated as confidential and sealed, pending further order of this Court; and
d) the Monitor's recommendations in respect of the foregoing, as applicable.
 
 Supplement to the Eleventh Report of the Monitor October 3, 2022
The purpose of this Supplement to the Eleventh Report is to provide the Court with an updated cash flow forecast for the 7-week period ending November 5, 2022, as a result of the Just Energy Entities' recent voluntary partial repayment of the DIP Facility.
 
 Letter to the Just Energy Entities, re: Sharing of information under the SISP and role of the Monitor August 25, 2022
With respect to the Endorsement of Justice McEwen dated August 18, 2022 mandating that the Monitor ensure the fair, equitable and symmetric sharing of information concerning bids under the SISP, please refer to this letter to the Just Energy Entities from the Monitor that outlines how the Monitor plans to discharge its duties.
 
 Eleventh Report of the Monitor August 13, 2022
The purpose of this Eleventh Report is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the Monitor's Tenth Report to the Court dated May 18, 2022 (the "Tenth Report"); this Eleventh Report is to provide information to the Court with respect to the following:
(b) the relief sought by the Applicants in their proposed Order (the "SISP Approval Order"), including, among other things:
(i) authorizing and empowering Just Energy Group Inc. to enter into the definitive purchase agreement (the "Stalking Horse Transaction Agreement") dated as of August 4, 2022, between Just Energy and LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP and CBHT Energy I LLC1 (collectively, the "Sponsor" and the transactions detailed therein, the "Stalking Horse Transaction"), nunc pro tunc, and such minor amendments as may be acceptable to each of the parties thereto, with the approval of the Monitor and subject to the terms of the SISP Support Agreement;
(ii) approving the Break-Up Fee and authorizing the Just Energy Entities to pay the Break-Up Fee to the Sponsor (or as it may direct) in the circumstances and manner described in the Stalking Horse Transaction Agreement and granting a Court-ordered charge in favour of the Sponsor as security for payment of the Break-Up Fee;
(iii) approving the Support Agreement, dated August 4, 2022 among the Just Energy Entities, the Sponsor, Shell, and the Supporting Secured CF Lenders (the "SISP Support Agreement"), subject to such minor amendments as may be consented to by the Monitor and as may be acceptable to each of the parties thereto, and authorizing, empowering and directing the Just Energy Entities to enter into the SISP Support Agreement, nunc pro tunc, and to take all steps and actions in respect thereof;
(iv) approving the Sale and Investment Solicitation Process (the "SISP"), a copy of which is attached hereto as Appendix "A", and authorizing the Just Energy Entities to implement the SISP pursuant to the terms thereof;
(v) approving a third key employee retention plan (the "Third KERP") in the maximum aggregate amount of approximately CAD$0.4 million and US$0.6 million for key non-executive employees of the Just Energy Entities considered critical to the continued operation and stability of the Just Energy Entities as a going concern, and to the Just Energy Entities' efforts to restructure for the benefit of all stakeholders;
(vi) extending the Stay Period to October 31, 2022;
(vii) approving the Tenth Report, the Supplement to the Tenth Report dated June 1, 2022, and the Eleventh Report, along with the activities, conduct and decisions of the Monitor described therein; and (viii) sealing the unredacted copy of the SISP Support Agreement and summary of the Third KERP, each attached as confidential exhibits to the Affidavit of Michael Carter sworn August 4, 2022 (the "Carter Affidavit");
(c) the advice and direction sought by the Just Energy Entities to suspend the ongoing claims review, determination and dispute resolution process under the Claims Procedure Order, Appointment Order, First Endorsement, and Second Endorsement pending further order of the Court, unless the adjudication of such Claims is necessary for determining entitlement to proceeds to be distributed in accordance with the Stalking Horse Transaction or another transaction entered into pursuant to the SISP;
(d) an update on the Claims Procedure and the resolution of Claims pursuant to the Claims Procedure Order;
(e) the Just Energy Entities' actual cash receipts and disbursements for the 13-week period ended August 6, 2022, a comparison to the cash flow forecast attached as Appendix "B" to the Monitor's Tenth Report, along with an updated cash flow forecast for the 13-week period ending November 5, 2022; and
(f) the Monitor's recommendations in respect of the foregoing, as applicable.
 
 Supplement to the Tenth Report of the Monitor June 1, 2022
The purpose of this Supplement to the Tenth Report is to provide information to the Court in response to issues raised in the Omarali Motion Record and in respect of the Claims.
 
 Tenth Report of the Monitor May 18, 2022
The purpose of this Tenth Report is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the Monitor's Ninth Report to the Court dated April 18, 2022 (the "Ninth Report");
(b) the relief sought by the Applicants in their proposed Order (the "Meetings Order"), including the following relief:
(i) accepting the filing of the Just Energy Entities' Plan of Compromise and Arrangement dated May 26, 2022 (as may be amended from time to time, the "Plan");
(ii) authorizing the Just Energy Entities to establish two classes of creditors for the purpose of considering and voting on the Plan: (A) the Secured Creditor Class; and (B) the Unsecured Creditor Class;
(iii) authorizing the Just Energy Entities to call, hold and conduct virtual meetings (the "Creditors' Meetings") of the Secured Creditor Class and the Unsecured Creditor Class to consider and vote on resolutions to approve the Plan, and approving the voting and other procedures to be followed with respect to the Creditors' Meetings;

(c) the relief sought by the Applicants in their proposed Order (the "Authorization Order"), including the following relief:
(i) approving the Support Agreement and the Backstop Commitment Letter (as such terms are defined herein) and related relief with respect to such agreements;
(ii) approving the Termination Fee (as defined herein) and granting a Court-ordered charge as security for payment of the Termination Fee;
(iii) amending the Claims Procedure Order to permit the Just Energy Entities to elect, in consultation with the Monitor, that any Claim that arises from or relates primarily to the winter storm that occurred in Texas in February 2021 and that was submitted by a Claimant who lives in the U.S. (or lived in the U.S. at the time of such winter storm) (collectively, the "Winter Storm Claims") be adjudicated and determined by the U.S. Court, at its discretion;
(iv) extending the Stay Period to August 19, 2022;
(v) approving the activities, conduct and Tenth Report of the Monitor; and
(vi) approving the fees and disbursements of the Monitor and its Canadian and U.S. counsel incurred in the CCAA Proceedings for the period from October 30, 2021 to May 6, 2022 and May 7, 2022, as applicable;

(d) a contract disclaimer issued by Just Energy (U.S.) Corp. with the consent of the Monitor pursuant to the CCAA;
(e) an update on the Claims Procedure and the resolution of Claims pursuant to the Claims Procedure Order;
(f) the Just Energy Entities' actual cash receipts and disbursements for the 4-week period ending May 7, 2022, a comparison to the cash flow forecast attached as Appendix "A" to the Monitor's Ninth Report, along with an updated cash flow forecast for the period ending August 20, 2022; and
(g) the Monitor's recommendations in respect of the foregoing, as applicable.
 
 Ninth Report of the Monitor April 18, 2022
The purpose of this Ninth Report is to provide information to the CCAA Court with respect to the following:
(a) the Monitor's activities since the Monitor's Eighth Report to the CCAA Court dated April 7, 2022;
(b) the status of the development of a recapitalization plan and related relief to be sought by the Applicants at a future date;
(c) the relief sought by the Applicants in their proposed Order including the following relief:

(i) authorizing the Foreign Representative and other Just Energy Entities, as the case may be, to pursue the section 36.1 Claims in the U.S. Adversary Proceeding, nunc pro tunc;
(ii) authorizing and directing the Monitor to take whatever actions or steps it deems advisable to assist and supervise the Just Energy Entities with respect to the prosecution of the section 36.1 Claims in the U.S. Adversary Proceeding;
(iii) in the alternative, authorizing the Monitor to jointly serve as foreign representative in the Chapter 15 Proceedings in order to allow the Monitor, the Foreign Representative and other Just Energy Entities, as the case may be, to jointly prosecute the section 36.1 Claims in the U.S. Adversary Proceeding, nunc pro tunc;

(d) the relief sought by the Applicants in their proposed Order (the "Stay Extension Order") including the following relief:
(i) extending the Stay Period to and including May 26, 2022;
(ii) approving the Eighth Report, this Ninth Report and the actions, conduct and activities of the Monitor described in such reports; and

(e) the Just Energy Entities' actual cash receipts and disbursements for the 3-week period ending April 9, 2022, a comparison to the cash flow forecast attached as Appendix "A" to the Monitor's Seventh Report to the Court dated March 22, 2022, along with an updated cash flow forecast for the period ending June 4, 2022.
 
 Eighth Report of the Monitor April 7, 2022
The purpose of this Eighth Report is to provide information to the Court with respect to the following:
(a) the status of the Plan negotiations and future relief to be sought by the Applicants;
(b) the Monitor's activities since the Seventh Report;
(c) the status of the claims adjudication process for the Donin/Jordet Actions;
(d) the status of the ERCOT Litigation (as defined below); and
(e) the Monitor's views in respect of the foregoing, as applicable.
 
 Seventh Report of the Monitor March 22, 2022
The purpose of this Seventh Report is to provide information to the Court with respect to the following:
a) the Monitor's activities since the Monitor's Sixth Report to the Court dated March 2, 2022 (the "Sixth Report");
b) the restructuring activities of the Just Energy Entities since the date of the Sixth Report with respect to the development of a recapitalization plan (the "Plan");
c) an update on the Claims Procedure and the resolution of Claims pursuant to the Claims Procedure Order;
d) the Just Energy Entities' actual cash receipts and disbursements for the 3-week period ending March 19, 2022, and a comparison to the cash flow forecast attached as Appendix "C" to the Sixth Report, along with an updated cash flow forecast for the period ending April 30, 2022;
e) the relief sought by the Applicants in their proposed Order (the "Proposed Order") to extend the Stay Period to April 22, 2022; and
f) the Monitor's views in respect of the foregoing, as applicable.
 
 Sixth Report of the Monitor March 2, 2022
The purpose of this Sixth Report is to provide information to the Court with respect to the following:
(a) certain developments with respect to the Donin/Jordet Action, including the filing by Plaintiffs' Counsel of a motion for leave to appeal the decision of this Court to the Ontario Court of Appeal;
(b) the Monitor's activities since the Fifth Report;
(c) the restructuring activities of the Just Energy Entities since the date of the Fifth Report;
(d) the Just Energy Entities' actual cash receipts and disbursements for the 4-week period ending February 26, 2022, and a comparison to the cash flow forecast attached as Appendix "B" to the Fifth Report, along with an updated cash flow forecast for the period ending April 2, 2022;
(e) the relief sought by the Applicants in their proposed Order to extend the Stay Period to March 25, 2022; and
(f) the Monitor's views in respect of the foregoing, as applicable.
 
 Fifth Report of the Monitor February 4, 2022
The purpose of this Fifth Report is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the Monitor's Fourth Report to the Court dated November 5, 2021, and the supplement thereto dated November 9, 2021;
(b) certain energy-related legislative developments in the state of Texas, including an update on House Bill 4492, and their impact on the Just Energy Entities;
(c) the Just Energy Entities' restructuring initiatives;
(d) the Claims Procedure;
(e) an update on the ecobee Transaction;
(f) the Monitor's views in respect of the motion for advice and direction filed by Canadian counsel to U.S. counsel for Fira Donin and Inna Golovan in their capacity as proposed representative plaintiffs in Donin et al. v. Just Energy Group Inc. et al. and Trevor Jordet, in his capacity as proposed representative plaintiff in Jordet v. Just Energy Solutions Inc.;
(g) the Just Energy Entities' actual cash receipts and disbursements for the 13-week period ending January 29, 2022, and a comparison to the cash flow forecast attached as Appendix "A" to the Fourth Report, along with an updated cash flow forecast for the period ending March 12, 2022;
(h) the relief sought by the Applicants in their proposed Order, which includes extending the Stay Period to March 4, 2022; and
(i) the Monitor's views in respect of the foregoing, as applicable.
 
 Supplement to the Fourth Report of the Monitor November 9, 2021
The purpose of this Supplement to the Fourth Report of the Monitor is to provide the Court with further background and information relating to: i) the potential transaction whereby the shareholders of ecobee Inc., including Just Management Corporation who holds an 8% equity interest, would sell their interests to a subsidiary of Generac Holdings Inc. pursuant to a transaction to be affected under a CBCA plan of arrangement; ii) the relief sought by the Applicants in connection with the transaction under their proposed Order; and, iii) the Monitor's recommendations with respect to the foregoing.

 
 Fourth Report of the Monitor November 5, 2021
The purpose of this Fourth Report is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the date of the Monitor's Third Report to the Court dated September 8, 2021;
(b) certain energy-related legislative developments in the state of Texas, including an update on House Bill 4492, and their impact on the Just Energy Entities;
(c) the Just Energy Entities' restructuring initiatives;
(d) the Claims Procedure;
(e) the announced sale transaction of ecobee Inc. in which Just Management Corp. holds a minority equity position;
(f) the relief sought by the Applicants in their proposed Order, which includes, among other things:

(i) authorizing the Just Energy Entities to enter into the Fifteenth Amendment to the DIP Term Sheet dated November 3, 2021;
(ii) approving the wind-up of Just Energy Finance Holding Inc. into Just Energy and the associated transactions as described below, including the eventual dissolution of JE Finance;
(iii) approving a second key employee retention plan for the Key Employees, which shall be secured by the existing KERP Charge, and sealing the summary of the proposed Second KERP pending further order of the Court;
(iv) extending the Stay Period to February 17, 2022;
(v) approving the fees and disbursements of the Monitor and its Canadian and U.S. counsel for the period from August 28, 2021 to October 29, 2021; and
(vi) approving the Fourth Report and the actions, conduct and activities of the Monitor described herein;

(g) the Monitor's recommendations in respect of the foregoing, as applicable; and
(h) the Just Energy Entities' actual cash receipts and disbursements for the 9-week period ending October 30, 2021 along with an updated cash flow forecast for the period ending February 19, 2022.

 
 Third Report of the Monitor September 8, 2021
The purpose of this Third Report is to provide information to the Court with respect to the following:
(a) the Monitor's activities since the date of the Monitor's Second Report to the Court dated May 21, 2021;
(b) certain contract disclaimers issued by the Just Energy Entities with the consent of the Monitor pursuant to the CCAA;
(c) certain energy-related legislative developments in the state of Texas and their potential impact on the Just Energy Entities;
(d) details regarding a lift of the Stay of Proceedings for a limited purpose with the consent of the Just Energy Entities and the Monitor in accordance with the Second A&R Initial Order;
(e) details regarding discussions with commodity suppliers and agreements executed;
(f) details regarding the status of the Intercreditor Dispute and the Resolution Process (both as defined below);
(g) the status of the Just Energy Entities' restructuring initiatives;
(h) the relief sought by the Applicants in their proposed Order (the "Claims Procedure Order"), including the following relief, among other things:
i. approving a claims process for the identification, quantification, and resolution of Claims (as defined below) as against the Just Energy Entities and their respective directors and officers (the "Claims Process");
ii. authorizing the Just Energy Entities, the Monitor, the Claims Agent and the Claims Officer (each as defined below) to perform their respective obligations under the Claims Procedure Order; and
iii. establishing the Claims Bar Date and the Restructuring Period Claims Bar Date (each as defined below);
(i) the relief sought by the Applicants in their proposed Order (the "Stay Extension and Other Relief Order"), including approval of the following, among other things:
i. modifying the KERP approved in the First A&R Initial Order to permit the Just Energy Entities, in consultation with the Monitor, to reallocate unpaid KERP funds originally allocated to Key Employees (as defined below) who have resigned, or will resign, from their employment with the Just Energy Entities, or have declined, or will decline to receive payment(s) under the KERP, to remaining Key Employees or other employees of the Just Energy Entities that the Just Energy Entities, in consultation with the Monitor, identify as critical to their ongoing business;
ii. authorizing the Just Energy Entities to enter into blocked account control agreements with respect to new bank accounts opened in the ordinary course of business as part of the Just Energy Entities' Cash Management System, provided that the blocked account control agreements and the exercise of any and all rights thereunder shall be subject to (a) the terms of the DIP Term Sheet and the rights of the DIP Agent and the DIP Lenders thereunder; and (b) the terms of the Second A&R Initial Order, including the priority of the security interests in the Property granted to holders of the various Charges pursuant to the Second A&R Initial Order; and
(j) extending the Stay Period to December 17, 2021;
(k) the Monitor's recommendations in respect of the foregoing, as applicable;
(l) the Just Energy Entities' actual cash receipts and disbursements for the 15-week period ending August 28, 2021 and a comparison to the cash flow forecast (the "Revised Cash Flow Forecast") attached as Appendix "A" to the Second Report, along with an updated cash flow forecast for the period ending December 31, 2021 (the "Updated Cash Flow Forecast");
(m) approving the fees and disbursements of the Monitor and its counsel incurred in the CCAA Proceedings for the period from March 9, 2021 to August 27, 2021; and
(n) approving the Third Report and the actions, conduct and activities of the Monitor described herein.

 
 Second Report of the Monitor May 21, 2021
The purpose of this Second Report is to provide information to the Court with respect to the following:
a) the Monitor's activities since the date of the Monitor's First Report to the Court dated March 18, 2021 (the "First Report");
b) certain developments in the CCAA Proceedings since the First Report;
c) certain developments relating to the dispute of resettlement invoices delivered by the Electric Reliability Council of Texas ("ERCOT") in relation to the February weather event in Texas;
d) certain contract disclaimers issued by the Just Energy Entities with the consent of the Monitor pursuant to the CCAA;
e) the Just Energy Entities' ongoing discussions with various commodity suppliers and agreements that they have executed with same since the First Report;
f) the status of the Intercreditor Dispute (as defined below);
g) the Just Energy Entities' business plan;
h) the Just Energy Entities' actual cash receipts and disbursements for the 9-week period ending May 15, 2021 and a comparison to the cash flow forecast (the "Cash Flow Forecast") attached as Appendix "A" to the Pre-Filing Report of the Monitor dated March 9, 2021 (the "Pre-Filing Report"), along with an updated cash flow forecast for the period ending October 2, 2021;
i) the relief sought by the Applicants in their proposed Order (the "May Stay Extension Order"), including, among other things:
(i) extending the Stay Period in favour of the Just Energy Entities up to and including September 30, 2021;
(ii) relieving Just Energy of any obligation to call and hold an annual meeting of its shareholders until further Order of the Court;
(iii) approving the Pre-Filing Report, the First Report and this Second Report and the Monitor's activities and conduct to the date of the May Stay Extension Order; and
(iv) authorizing, but not requiring, Just Energy (U.S.) Corp. ("Just Energy U.S.") to repatriate funds to the Just Energy Entities operating in Canada should it become necessary to do so to ensure sufficient working capital is held by such entities to fund their ongoing operations, which repatriation may be by way of repayment of certain intercompany indebtedness, including interest;
(j) the relief sought by the Applicants in their proposed Second Amended and Restated Initial Order (the "Second A&R Initial Order"), amending:
(i) the definition of "Qualified Commodity/ISO Supplier" in the Initial Order to include counterparties to a Commodity Agreement or ISO Agreement executed after the Filing Date;
(ii) the definition of "Commodity Agreement" to include contracts entered into by a Just Energy Entity for protection against fluctuations in U.S. dollar to Canadian dollar foreign currency exchanges; and
(iii) the requirements set out at paragraph 30 of the Initial Order to permit Qualified Commodity/ISO Suppliers to terminate a Commodity Agreement or Qualified Support Agreement entered into after May 26, 2021 without obtaining Court authorization in certain limited circumstances; and
k) the Monitor's recommendations in respect of the foregoing, as applicable.

 
 First Report of the Monitor March 18, 2021
The purpose of this First Report is to provide information to the Court with respect to the following:
a) the Monitor's activities since the Filing Date;
b) an update on certain developments in the CCAA Proceedings since the Filing Date, including in respect of the Chapter 15 Proceedings;
c) the Just Energy Entities' actual cash receipts and disbursements for the 6-day period ending March 14, 2021 in comparison to the Daily Forecast and Weekly Forecast (both as defined in the Pre-Filing Report, and collectively, the "Cash Flow Forecast") attached as Appendix "A" to the Pre-Filing Report;
d) the relief sought by the Applicants in their proposed Amended and Restated Initial Order, including, among other things:
(i) extending the Stay Period in favour of the Just Energy Entities up to and including June 4, 2021;
(ii) approving payment of the Q3 Bonuses by the Just Energy Entities;
(iii) approving the proposed KERP and KERP Charge;
(iv) increasing the amount of the Administration Charge, the FA Charge and the Directors' Charge;
(v) granting a charge on the Property (the "Cash Management Charge") in favour of those present and future banks (the "Cash Management Banks") that provide the Just Energy Entities with a central cash management system (the "Cash Management System") as security for all present and future indebtedness, liabilities and obligations to a Cash Management Bank in connection with the Cash Management, which may be limited to an aggregate amount to be determined;
(vi) confirming that any obligations secured by a valid, enforceable and perfected security interest shall continue to be secured by the Property including any Property acquired after the date of the applicable security agreement; and
(vii) authorizing the Just Energy Entities to post cash collateral; and
e) the Monitor's recommendations in respect of the foregoing, as applicable.

 
 Pre-Filing Report of the Proposed Monitor March 9, 2021
The purpose of this Pre-Filing Report is to inform the Court of:
a) background information with respect to the Applicants;
b) FTI's qualifications to act as Monitor, if appointed;
c) an overview of the Cash Flow Forecast (as defined herein) and the Proposed Monitor's comments regarding the reasonableness thereof;
d) the relief sought by the Applicants in the proposed Initial Order and the Proposed Monitor's recommendation in respect of same.

 

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