Crius Energy Trust (“Crius Trust”) (TSX: KWH.UN) completed a tender offer to purchase all of the remaining membership units of Crius Energy, LLC not already owned, directly or indirectly, by Crius Trust for a total implied transaction value of approximately $189.4 million.
Under the tender offer, Crius Trust acquired, directly or indirectly, each membership unit of Crius Energy, LLC not already held by Crius Trust for consideration comprising $2.93 in cash and 0.766 trust units of Crius Trust, representing an implied value of $9.74 per member unit of Crius Energy, LLC. To fund the cash portion of the consideration, Crius Trust completed a “bought deal” prospectus offering of 8,581,300 subscription receipts of Crius Trust at a price of $8.45 per subscription receipt for gross proceeds of approximately $72.5 million.
Following the successful completion of the tender offer, Crius Trust increased its ownership interest in Crius Energy, LLC from approximately 43.1 per cent to 100 per cent.
Crius Energy, LLC is one of the largest independent energy retailers operating in the United States, with over 950,000 residential customer equivalents.
The company sells electricity, natural gas and solar products to residential and commercial customers in the United States and markets its products through a variety of sales channels and brand names. The result is a broad, well-differentiated platform.
Crius Energy, LLC currently sells energy products in 19 states and the District of Columbia. The company plans to continue expanding its geographic reach.
The offering was completed through a syndicate of underwriters co-led by Desjardins Securities Inc., Scotia Capital Inc. and RBC Dominion Securities Inc., and including Cormark Securities Inc., Canaccord Genuity Corp. and Mackie Research Capital Corp.
Haynes and Boone, LLP acted as US counsel for Crius Trust with a team that included Bill Nelson, Kendall Hollrah and Simin Sun (corporate/securities) and Sam Lichtman and Don Shiman (tax).
Baker Botts LLP acted as US regulatory counsel to Crius Trust with a team that included Gregory Wagner and Elaine Walsh.
Bennett Jones LLP acted as Canadian counsel for Crius Trust with a team that included Christian Gauthier and Andrew Disipio (corporate/securities) and Thomas Bauer, Philip Ward and Andrew Sullivan (tax).
The underwriters were represented by Baker & McKenzie LLP with a team that included Kevin Rooney, Ora Wexler and Konrad Pola (corporate/securities) and Peter Clark and Patricia McDonald (tax).