SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

JUST ENERGY GROUP INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

48213W101

(CUSIP Number)

The Robert L. Snyder Trust – 2005 Stream

Robert Lloyd Snyder

9330 Hollow Way Road

Dallas, Texas 75220

(214) 478-1324

Copies to:

Jeffrey A. Chapman

Gibson, Dunn & Crutcher LLP

2100 McKinney Ave. #1100

Dallas, Texas 75201

(214) 698-3100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 23, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

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:  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

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.

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).

 

 

 


CUSIP No. 48213W101  

 

  1   

Name of Reporting Person:

 

The Robert L. Snyder Trust – 2005 Stream

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions):

 

WC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐

 

  6  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

13,972,501

     8   

Shared Voting Power

 

0

     9   

Sole Dispositive Power

 

13,972,501

   10   

Shared Dispositive Power

 

0

11   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,972,501

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13  

Percent of Class Represented by Amount in Row (11)

 

9.3%

14  

Type of Reporting Person (See Instructions)

 

OO

 

2


CUSIP No. 48213W101  

 

  1   

Name of Reporting Person:

 

Robert Lloyd Snyder

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Source of Funds (See Instructions):

 

WC

  5  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2) ☐

 

  6  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

13,972,501

     8   

Shared Voting Power

 

0

     9   

Sole Dispositive Power

 

13,972,501

   10   

Shared Dispositive Power

 

0

11   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,972,501

12  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13  

Percent of Class Represented by Amount in Row (11)

 

9.3%

14  

Type of Reporting Person (See Instructions)

 

IN

 

3


Item 1. Security and Issuer

This Amendment No. 3 amends and restates in its entirety the Statement on Schedule 13D initially filed on September 13, 2019 (as amended, the “Schedule 13D”) and relates to the common shares, no par value per share (the “Common Stock”), of Just Energy Group Inc., a Canadian corporation (the “Company”). The address of the principal executive offices of the Company is 6345 Dixie Road, Suite 200, Mississauga, Ontario, Canada L5T 2E6.

Item 2. Identity and Background

(a)

 

  1.

The Robert L. Snyder Trust – 2005 Stream (“The Snyder Trust”)

 

  2.

Robert Lloyd Snyder (together with The Snyder Trust, the “Reporting Persons”)

(b)

 

  1.

The business address of The Snyder Trust, which also serves as its principal office, is 9330 Hollow Way Road, Dallas, Texas 75220.

 

  2.

The principal business address of Mr. Snyder is 9330 Hollow Way Road, Dallas, Texas 75220.

(c)

 

  1.

The principal business of The Snyder Trust is to invest in various companies, including the Company. Mr. Snyder is the sole Trustee and beneficiary of The Snyder Trust, which has no other directors or officers or controlling persons.

 

  2.

The present principal occupation of Mr. Snyder is as a private investor.

(d)    During the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)    During the last five years, neither of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f)    Mr. Snyder is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

The purchase of the shares of Common Stock by the Reporting Persons was financed through working capital of The Snyder Trust. No funds or other consideration were borrowed or obtained for the purpose of acquiring the Common Stock.

Item 4. Purpose of Transaction

The Reporting Persons originally acquired, and continue to hold, the Common Stock reported in this Schedule 13D for investment purposes. Since acquiring Common Stock the Reporting Persons have conducted discussions and a frank exchange of views with certain members of the Company’s board of directors and certain officers of the Company concerning the Company’s ongoing strategic review process announced on June 6, 2019 (the “Strategic Review”) and the Company’s recent adjustment to accounts receivable on July 23, 2019 and August 9, 2019 (the “Accounts Receivable Adjustments”).

 

4


On December 23, 2019, the Reporting Persons delivered a letter to the Board of Directors of the Company (the “Just Energy Board”). In the letter, the Reporting Persons noted the substantial passage of time since the announcement of the Strategic Review and conveyed their view that such indeterminate state of affairs is not helpful to the Company’s business, management or stockholders. Moreover, the Reporting Persons observed that delays in the conclusion of the Strategic Review had unhelpfully deferred by the Company’s stockholders as to key future considerations relating to the Company’s organizational independence (including the composition of its Board of Directors and senior management, key areas of ongoing business focus, capital priorities, etc.). Further and among other statements, the Reporting Persons communicated its view — and has asked other major stockholders of the Company to independently communicate their respective views to the Company’s management, advisors and/or Board members — that the Strategic Review process should be concluded as soon as reasonably possible.

Following upon this recent letter to the Company’s Board of Directors, the Reporting Persons will continuously assess the Company’s Strategic Review, business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and the Common Stock in particular, other developments, other investment opportunities, and its current strategies to enhance and maximize shareholder value.

Depending on such assessments, the Reporting Persons may acquire additional Common Stock or may determine to sell or otherwise dispose of some or all of the Common Stock presently held the by Reporting Persons in the open market or in private transactions. Such actions will depend on a variety of factors, including, without limitation, current and anticipated future trading prices for the Common Stock, the financial condition, results of operations and prospects of the Company, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to these investment decisions. The Reporting Persons reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.

Although the Reporting Persons had no plans or proposals at the time of the various purchases and do not have any particular plans or proposals at present, the Reporting Persons have conducted extensive informational discussions with other significant stockholders of the Company regarding the Strategic Review, the Accounts Receivables Adjustments and other recent events involving the Company, its leadership and future direction. The Reporting Persons have communicated with other significant stockholders of the Company their intention to monitor the Strategic Review with a view towards other potential courses of action regarding their investment in the Company, contingent upon the outcomes of the Strategic Review, with particular focus upon its business, direction and appointed and/or elected leadership.

The Reporting Persons intend to review their investment in the Company on a continuing basis and may further engage in communications with and/or express their views to and or/meet with management, the Company’s board of directors, one or more other shareholders, officers of the Company or third parties, including potential acquirers, service providers and financing sources, and/or formulate plans or proposals regarding the Company, its assets or its securities, and may take other steps seeking to bring about changes to increase shareholder value. Such proposals or positions may include one or more plans that relate to the Company’s business, management, capital structure and allocation, corporate governance, board composition and strategic alternatives and direction. During the course of such communications, the Reporting Persons may advocate or oppose one or more courses of action.

Item 5. Interest in Securities of the Issuer

(a)    The Snyder Trust may be deemed to beneficially own 13,972,501 shares of Common Stock, representing approximately 9.3% of the outstanding shares of Common Stock. Mr. Snyder, as sole trustee of The Snyder Trust, may be deemed to beneficially own in the aggregate 13,972,501 shares of Common Stock, representing approximately 9.3% of the outstanding shares of Common Stock. These percentages are based on the 149,595,952 shares of Common Stock issued and outstanding on March 31, 2019, as reported in the Company’s Amendment No. 3 to Form 40-F, filed on August 20, 2019.

(b)    The Snyder Trust has sole voting and sole dispositive power with respect to 13,972,501 shares of Common Stock and shared voting and shared dispositive power with respect to no shares of Common Stock. Mr. Snyder, as sole trustee of The Snyder Trust, has sole voting and sole dispositive power with respect to 13,972,501 shares of Common Stock and shared voting and shared dispositive power with respect to no shares of Common Stock. Mr. Snyder disclaims beneficial ownership of the shares held of record by The Snyder Trust except to the extent of his pecuniary interest therein.

 

5


(c)    The following describes all transactions in the Company’s Common Stock that were effected during the past 60 days by the Reporting Persons:

 

Transaction Date

 

Nature of Transaction

 

Price Per Share

 

Quantity

8/22/2019

  Securities Acquisition   $1.1891   200,000

8/23/2019

  Securities Acquisition   $1.1724   200,000

8/26/2019

  Securities Acquisition   $1.2166   350,000

8/27/2019

  Securities Acquisition   $1.1845   350,000

8/28/2019

  Securities Acquisition   $1.1787   350,000

8/29/2019

  Securities Acquisition   $1.1518   500,000

8/30/2019

  Securities Acquisition   $1.1119   500,000

9/3/2019

  Securities Acquisition   $1.1079   364,300

9/4/2019

  Securities Acquisition   $1.0997   500,000

9/5/2019

  Securities Acquisition   $1.1995   500,000

9/6/2019

  Securities Acquisition   $1.2812   500,000

9/9/2019

  Securities Acquisition   $1.2342   500,000

9/10/2019

  Securities Acquisition   $1.2383   750,000

9/11/2019

  Securities Acquisition   $1.4716   1,000,000

9/12/2019

  Securities Acquisition   $1.4974   995,108

9/12/2019

  Securities Acquisition   $1.55   150,000

9/13/2019

  Securities Acquisition   $1.50   50,000

9/20/2019

  Securities Acquisition   $1.54   800,000

9/22/2019

  Securities Acquisition   $1.54   100,000

9/23/2019

  Securities Acquisition   $1.54   1,343,731

9/24/2019

  Securities Acquisition   $1.54   478,353

9/25/2019

  Securities Acquisition   $1.82   673,253

9/26/2019

  Securities Acquisition   $1.77   1,285,900

10/9/2019

  Securities Acquisition   $2.03   400,000

10/10/2019

  Securities Acquisition   $2.22   1,006,856

10/28/2019

  Securities Acquisition   $2.51   125,000

(d)    No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.

(e)    Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons have conducted informational discussions with other significant stockholders of the Company regarding the Strategic Review, the Accounts Receivables Adjustments and other recent events involving Company, its leadership and future direction. The Reporting Persons have communicated with other significant stockholders of the Company their intention to monitor the Strategic Review with a view towards other potential courses of action regarding their investment in the Company, contingent upon the outcomes of the Strategic Review, with particular focus upon its business, direction and appointed and/or elected leadership. However, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

 

  1.

Joint Filing Agreement, by and between the Reporting Persons, dated September 13, 2019.

 

  2.

Letter sent to the Board of Directors of Just Energy Group Inc. on December 23, 2019.

 

6


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: December 23, 2019

    THE ROBERT L. SNYDER TRUST – 2005 STREAM
    By:  

/s/ Robert Lloyd Snyder

     

Robert Lloyd Snyder

Trustee

    ROBERT LLOYD SNYDER
   

/s/ Robert Lloyd Snyder

    Robert Lloyd Snyder

 

7

EX-99.1

Exhibit 1

Joint Filing Agreement

The undersigned acknowledge and agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) relating to the common shares, no par value, of Just Energy Group Inc., a Canadian corporation, is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as amended.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures on following pages]


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of this 13th day of September, 2019.

 

The Robert L. Snyder Trust – 2005 Stream
By:  

/s/ Robert Lloyd Snyder

  Robert Lloyd Snyder
  Trustee
Robert Lloyd Snyder

/s/ Robert Lloyd Snyder

Robert Lloyd Snyder

[SIGNATURE PAGE TO 13-D JOINT FILING AGREEMENT]

EX-99.2

Exhibit 2

Robert Lloyd Snyder

c/o 9330 Hollow Way Road

Dallas, Texas 75220

23 December 2019

To the Board of Directors of Just Energy Group Inc:

You will each recall that Just Energy Group Inc. (the “Company”) on June 6, 2019 announced that its Board of Directors had decided to undertake a formal review process to evaluate strategic alternatives available to the Company (the “Strategic Review”).

At such time, the decision of the Board of Directors to undertake this Strategic Review was said to follow upon the receipt “of expressions of interest from a number of parties concerning potential transactions involving the Company.” Tellingly, the Company also then declared its expectation that the Strategic Review was not expected to have an impact on either the customers, suppliers or employees of Just Energy or its operations.

However, more than six months have passed since the onset of the Strategic Review, without any specific guidance since from the Company as to the state of this initiative. And it is my strong view that the lack of updates from the Company concerning this endeavor, tied to a string of unwelcomed news announcements, has created an air of rampant speculation and negative assumptions within the its investor ranks that has ill-served both the Company and its stockholders.

More critically, I believe that this substantial passage of time without demonstrable progress with respect to the Strategic Review is now almost inarguably proving unhelpful to the Company’s business, management team and stockholders. The ongoing delay in concluding the Strategic Review – the outcome of which will prove a strong inflection point for the foreseeable future of our firm – has deferred much-overdue decisionmaking by the Company’s stockholders as to key future considerations relating to its governance and other organizational bona fides (including the composition of its Board of Directors and senior management, its key areas of ongoing business focus, capital priorities, etc.).

And I know that I am not alone among the Company’s stockholders in my concern with respect to such foundational matters.

While onlooking industry players have followed with lack of surprise the operational turmoil that has played out during 2019 within the Company’s business, it seems to the outside world that strategic direction at Just Energy Group in recent years has been lacking in both contemporary subject matter expertise and – even worse – economic alignment with stockholder interests. Indeed, the Company’s recent history retrospectively makes clear a dramatic disconnect between the operational & competitive realities of the Company’s served markets, on one hand, and the cumulative situational awareness of the Company’s various principal overseers on the other hand.

 

Page 1 of 2

23 December 2019


Thankfully and after limited diligence, my educated belief is that there is nothing wrong with Just Energy Group that cannot be remedied through the installation of industry-expert and invested oversight, a daily commitment to manage the Company for positive cash flow and a sharp focus on profitable operations: all while providing value for its customers.

In any case – and while I have not broadly canvassed the Company’s institutional stockholder ranks — you are generally aware that I have had limited conversations with a few other large common stockholders of the Company. As I believe from our talks that these holders generally share my concerns as to the state of the Strategic Review, I have asked certain of these stockholders to also if independently communicate to the Company’s management, advisors and/or Board members their independent and respective views that the Strategic Review process should be concluded as soon as reasonably possible.

Finally, know that I am transmitting this letter via electronic mail to Scott Gahn for forwarding to the other members of the Just Energy Board of Directors — but also that I stand ready to engage with the Company towards effecting the actions necessary towards dramatically enhancing stockholder value.

I remain

Sincerely,

/s/ Robert Lloyd Snyder

 

Cc:

Scott Gahn

Just Energy Group Board of Directors

 

Page 2 of 2

23 December 2019