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) or240.13d-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 | |||||
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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 | |||||
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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
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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 Form40-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.
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(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.
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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. |
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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 | ||||||
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