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. 4)*

 

 

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

2001 Ross Ave. #2100

Dallas, Texas 75201

(214) 698-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2020

(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. 4 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 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”).

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

 

4


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.

Based on the Reporting Persons assessments and conversations with other shareholders and management, the Reporting Persons delivered to the Company a letter on February 28, 2020 containing certain shareholder proposals including: (i) recommending an increase in the number of directors of the Just Energy Board from six to eight directors and (ii) nominating six individuals as candidates for election to the Just Energy Board at its 2020 annual meeting.

Following upon this recent letter to the Company, the Reporting Persons will continue to 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 and further discussions with the Company and other shareholders, the Reporting Persons may decide to 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, the Reporting Persons have conducted, and expect to continue to have, 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, and expect to continue to communicate, 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 will continue to review their investment in the Company on a continuing basis and expect to 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 additional 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 additional 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, and expect to continue to have, 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, and expect to continue to communicate, 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.

 

6


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.

 

  3.

Letter sent to Just Energy Group Inc. on February 28, 2020.

 

7


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: March 2, 2020     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

 

8

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

EX-99.3

Exhibit 3

The Robert Lloyd Snyder Trust – 2005 Stream

c/o Robert Lloyd Snyder, Trustee

9330 Hollow Way Road

Dallas, Texas 75220 USA

27 February 2020

Jonah Davids, Esq., General Counsel

Just Energy Group Inc.

5251 Westheimer Road, Suite 1000

Houston, Texas 77056

Just Energy Group Inc.

First Canadian Place

100 King Street West, Suite 2630

Toronto, Ontario, M5X 1E1

Attention: Corporate Secretary

BY COURIER & ELECTRONIC MAIL

Dear Jonah:

Pursuant to our recent exchanges, attached please find certain shareholder proposals in compliance with applicable rules governing shareholder proposals, including Part XII of the Canada Business Corporations Act, intended for inclusion in the Management Information Circular for the upcoming Annual General Meeting of Shareholders of Just Energy Group, Inc. (the “Company” or “Just Energy”).

The proponent of these shareholder proposals is The Robert L. Snyder Trust – 2005 Stream, having its registered address at 9330 Hollow Way Road, Dallas, Texas 75220 USA (the “Proponent”), which you should know from its Schedule 13D filings during 2019 with the United States Securities and Exchange Commission filings to be the registered owner of 13,957,501 of the Company’s common shares, representing approximately 9.3% of such class of publicly-traded securities. These shares were acquired in open market transactions between 22 August 2019 and 28 November 2019 as set forth below:

 

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  

 

Page 1 of 7


The following proposals related to the nomination of certain directors (the “Nominated Directors”) are being submitted by the Proponent for consideration at the 2020 Annual Meeting of Shareholders of the Company as well as inclusion in the Management Information Circular (“Circular”) relating thereto. The biographies of the Nominated Directors are appended as Exhibit A to this letter. In order to facilitate the enfranchisement of all of the shareholders, we hereby request that all such biographies be included in the Circular, along with the proposals.

 

 

PROPOSAL ONE

RESOLVED, that the number of Directors of Just Energy Group Inc. to serve during its 2021 fiscal year shall be increased from six (6) Directors and fixed at eight (8) Directors.

 

 

PROPOSAL TWO

The Proponent nominates the following six (6) individuals as candidates for election to the Board of Directors of the Company at its 2020 Annual Meeting:

DAVID CRANE

STEVEN MURRAY

DAN O’MALLEY

BARRY SMITHERMAN

ROB SNYDER

RICHARD SQUIRES

 

 

With respect to such proposals and nominees, based upon reasonable inquiry by, and to the best knowledge of, the Proponent:

 

   

Each of the foregoing six (6) nominees have consented to the submission of their names as candidates to serve as Directors of the Company.

 

   

All of the information provided concerning such nominees, including upon Exhibit A attached hereto, is accurate as of the date of this submission.

 

   

None of such nominees as Directors of Just Energy is now, or has ever been, indebted to the Company.

 

   

As of the date of this submission, there have been and are no material interests, whether direct or indirect, of:

 

   

such nominees as Directors of the Company;

 

   

any security holder linked thereto who beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the outstanding common shares of the Company,

 

   

any other Informed Person (as defined in National Instrument 51-102); or

 

   

any known associate or affiliate of such persons;

in any transaction since the commencement of the last completed financial year of the Company (or in any proposed transaction which has materially affected or would materially affect Just Energy or any of its subsidiaries)

 

   

None of such nominees as Directors of Just Energy has within the ten years:

 

   

become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

 

Page 2 of 7


   

been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, nor has any proposed director been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director

 

   

Except as specified below, none of such nominees as Directors of Just Energy is now or would be at the date of the proxy circular (or has been within 10 years before the date of such proxy circular) a director or executive officer of any company that, while that person was acting in that capacity:

 

   

was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days,

 

   

was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days, or

 

   

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

 

 

Further understand that it is the current intention of the Proponent to support the re-election of at least two of the Company’s current six Directors (if so again nominated by the Company) at the upcoming Annual Meeting of Shareholders.

Jonah, if you have questions concerning, or would like to clarify, the foregoing, please reach out to me directly at rappidone@yahoo.com or by phone at 214.478.1324. On behalf of the Proponent, I remain

Sincerely yours,

 

/s/ Robert Lloyd Snyder

Robert Lloyd Snyder
Trustee
The Robert L. Snyder Trust – 2005 Stream

 

Cc:

Mr. Scott Gahn, Chief Executive Officer

Mr. Dallas Ross, Chairman of the Board of Directors

 

Page 3 of 7


EXHIBIT A

 

  1.

DAVID WHIPPLE CRANE

  AGE 61

  LAWRENCEVILLE, NEW JERSEY USA

  

  JUST ENERGY SECURITIES BENEFICIAL HOLDINGS:

   281,855 COMMON SHARES

David Crane is a private investor and leading advocate of the clean energy industry in the United States. From 2003 until 2015, he served as the Chief Executive Officer & President of NRG Energy, Inc., the largest non-utility power company in the United States. During that period, he spearheaded NRG’s enormously successful entry into the competitive retail power sector through the acquisitions of the retail businesses of Reliant Energy, Green Mountain Energy and Energy Plus. David also served coterminously from 2012 through 2015 as the chairman and CEO of NRG Yield. Prior thereto, David was Chief Operating Officer and later Chief Executive Officer & President of International Power PLC, a FTSE 100 company traded on the London Stock Exchange. A recipient of numerous professional awards, David most pertinently was named CEO Of The Year for the energy Industry by EnergyBiz during 2010, Top CEO In The Electric Utility Sector by Institutional Investor for 2011 and is a past winner of the prestigious Ernst Young Entrepreneur of the Year Award. David serves as a Board member of the Savage Group, a privately-held services business based in Salt Lake City, and also of VoteSolar, a not-for-profit solar advocacy group. David received his Bachelor of Arts degree in International Relations degree from Princeton University and a Juris Doctor degree from Harvard Law School.

AREAS OF EXPERTISE:

 

   

ACCOUNTING

 

   

BUSINESS STRUCTURING

 

   

FINANCE & INVESTMENTS

 

   

GOVERNANCE

 

   

MERGERS & ACQUISITIONS

 

   

RISK MANAGEMENT

 

   

SALES & MARKETING

 

   

STRATEGIC PLANNING

 

  2.

STEVEN JOHN MURRAY

AGE 59

HOUSTON, TEXAS USA

  JUST ENERGY SECURITIES BENEFICIAL HOLDINGS:

   N/A

Steven Murray serves as the Chief Executive of Primus Green Energy Inc., a Houston-based global leader in small scale conversion of natural gas to methanol or gasoline. From 2013 through 2014, Steven was Chief Operating Officer of Direct Energy, Inc., the largest retail energy provider in North America, and previously served as President of its Direct Energy Residential unit from 2010 through 2013. From 2004 through 2009, Steven served as Chief Operating Officer for MXEnergy, a leading independent deregulated energy retailer. Prior thereto, he had been the Chief Executive of Shell Energy Services Co. from 2001 through 2004, where he led the turnaround of this unit culminating in its sale to MXEnergy. From 1981 to 2006, Steven worked for Shell in several different countries in manufacturing, trading and chemicals and was also concurrently elected as a full Member of the Royal Society of Chemistry. Since 2015, Steven has served as a Director of Stream Gas & Electric, L.P. (one of

 

Page 4 of 7


the largest independent deregulated energy retailers in the United States) as well as its successor entity (Kynect, L.P.) and also currently stands as a Director of Texas Dow Employees Credit Union. He has been a member of Young Presidents Organization since 2003 and previously served between 2003 and 2005 as Vice Chairman of the National Energy Marketers Association, the principal trade association for the domestic deregulated energy retail sector. Steven was commissioned into the British Territorial Army, serving from 1977 through 1987 and ultimately rising to the status of Captain within the Parachute Regiment. Steven received a Bachelor of Science in Chemistry degree from Edinburgh University in 1981.

AREAS OF EXPERTISE

 

   

BUSINESS RESTRUCTURING

 

   

ENTERPRISE SOFTWARE IMPLEMENTATION

 

   

GOVERNANCE

 

   

MERGERS & ACQUISITIONS

 

   

RISK MANAGEMENT

 

   

SALES & MARKETING

 

   

SUPPLY & TRADING

 

   

STRATEGIC PLANNING

 

  3.

DANIEL JAMES O’MALLEY

AGE 55

DALLAS TEXAS USA

  JUST ENERGY SECURITIES BENEFICIAL HOLDINGS:

   15,000 COMMON SHARES

Dan O’Malley is currently President and Chief Operating Officer of Kynect, L.P. (the successor entity to Stream Gas & Electric, L.P., one of the largest independent deregulated energy retailers in the United States). Between 2016 and 2019, he held the same position at Stream Energy, which was sold to NRG Inc. during July 2019. Prior to Stream Energy, Dan was President and Executive Vice President of the Americas & Emerging Markets at MoneyGram International for 24 years. He is currently an independent Director for three privately held financial services companies and participates at various levels with several start-up and mid-stage growth companies as an investor and advisor. Dan attended (but did not graduate from) both of the Georgia Institute of Technology as well as Clayton State College, where he studied Informational & Computer Science as well as Industrial Management, coinciding with beginning his career in the banking industry in a Management Associate Program at North Carolina National Bank.

AREAS OF EXPERTISE:

 

   

ACCOUNTING

 

   

BUSINESS STRUCTURING

 

   

FINANCE & INVESTMENTS

 

   

GOVERNANCE

 

   

MERGERS & ACQUISITIONS

 

   

RISK MANAGEMENT

 

   

SALES & MARKETING

 

   

STRATEGIC PLANNING

 

Page 5 of 7


  4.

BARRY THOMAS SMITHERMAN

AGE 62

AUSTIN, TEXAS USA

  JUST ENERGY SECURITIES BENEFICIAL HOLDINGS:

   N/A

Barry Smitherman is an attorney, private investor, and strategic advisor focused on oil, natural gas, water and electric utility related issues and companies. He presently teaches Texas Energy Law at the University of Texas School of Law. He also serves on the Board of Directors of Centric Gas Services, LLC, a privately held local gas distribution company which serves business and residential customers in south central Texas. During 2017 through 2018, Barry served as a Director of NRG Energy, Inc., the largest non-utility power company in the United States, where he was a member of the Business Review and Audit committees. From 2015 through 2017, Barry was a Partner in the Energy Regulatory Group in the Houston & Austin offices of the Vinson Elkins law firm. With a long career in public service, Barry served from 2011 through 2014 as Chairman of the Texas Railroad Commission and from 2004 through 2011 as a Commissioner and later Chairman of the Public Utility Commission of Texas. Previously he spent 16 years as an investment banker, holding leadership roles with First Boston, J.P. Morgan Securities and Banc One Capital Markets (where he was National Head of Public Finance). Barry holds a Bachelor of Business Administration degree from Texas A&M University, a Juris Doctor degree from the University of Texas at Austin and a Master in Public Affairs degree from Harvard University.

AREAS OF EXPERTISE:

 

   

BUSINESS STRUCTURING

 

   

CAPITAL MARKETS

 

   

ELECTRICITY MARKETS

 

   

FINANCE & INVESTMENTS

 

   

GOVERNANCE

 

   

MERGERS & ACQUISITIONS

 

   

REGULATORY & PUBLIC POLICY

 

   

RISK MANAGEMENT

 

   

STRATEGIC PLANNING

 

  5.

ROBERT LLOYD SNYDER

AGE 58

DALLAS, TEXAS USA

  JUST ENERGY SECURITIES BENEFICIAL HOLDINGS:

   13,947,501 COMMON SHARES

Rob Snyder most recently was the co-founder and controlling equityholder of Stream Gas & Electric, L.P., dba Stream Energy, one of the largest independent deregulated energy retailers in the United States (sold to NRG Inc. during July 2019). Before coming out of semi-retirement to found Stream Energy during 2004, he was Managing Director of SnyderCapital Corporation, a family-controlled private equity firm in Dallas, from 1994 through 2001. Prior thereto, Rob served between 1992 through 1994 as Vice President for Business Development of family-controlled SnyderGeneral Corporation, then the fourth largest global HVAC & air quality control firm. Rob began his professional career in 1989 as a transactional attorney with the Manhattan office of the multinational Fried Frank law firm and during 1988-1989 further served as Law Clark to Justice Andrew G.T. Moore, II on the Supreme Court of Delaware. Rob serves on the boards of several private companies & charitable

 

Page 6 of 7


organizations, has been over three decades an infrequent speaker at national private equity & energy conferences and is a past recipient of the prestigious Ernst Young Entrepreneur Of The Year award. He holds a Bachelor in Science degree in International Relations from the University of Notre Dame du Lac as well as Juris Doctor and Master in Business Administration degrees from the University of Texas at Austin.

AREAS OF EXPERTISE:

 

   

ACCOUNTING

 

   

BUSINESS STRUCTURING & RESTRUCTURING

 

   

FINANCE AND INVESTMENTS

 

   

GOVERNANCE

 

   

MERGERS & ACQUISITIONS

 

   

RISK MANAGEMENT

 

   

SALES & MARKETING

 

   

STRATEGIC PLANNING

 

  6.

RICHARD DANIEL SQUIRES

AGE 62

DALLAS, TEXAS USA

  JUST ENERGY SECURITIES BENEFICIAL HOLDINGS:

   1,008,205 COMMON & 43,806 PREFERRED SHARES

Richard Squires is the founder & Managing Director of Lennox Capital Partners, LP, a special situations and value-oriented investment company and family office active in publicly-traded debt and equity as well as private equity investments. Prior to Lennox Capital, Richard served as a Managing Director and Co-Founder of SPI Holdings, LLC, a national real estate company with land, retail, office, hotel, mini storage and industrial assets. Prior thereto, Richard held various senior positions with affiliates of Rainwater, Inc. and members of the Bass Family in Fort Worth, Texas. With respect to the deregulated power sector, Richard served as a Director of Stream Energy (one of the largest independent deregulated energy retailers in the United States). Richard has also formerly been a Director of such public and private companies as Arise Virtual Holdings, Forestar Inc., Boss Holdings, Box Energy, GSTV and Crown American Bank. He is a Certified Public Accountant (albeit inactive) for the state of Colorado and further holds a Bachelor of Science degree in Accounting from Pennsylvania State University in addition to a Master in Business Administration degree from Harvard University.

AREAS OF EXPERTISE:

 

   

ACCOUNTING

 

   

BUSINESS STRUCTURING

 

   

FINANCE & INVESTMENTS

 

   

GOVERNANCE

 

   

MERGERS & ACQUISITIONS

 

   

RISK MANAGEMENT

 

   

SALES & MARKETING

 

   

STRATEGIC PLANNING

 

Page 7 of 7