Crius Energy Trust Completes $100,000,000 Initial Public Offering
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Nov. 13, 2012 /CNW/ - Crius Energy Trust ("Crius Energy" or the "Trust") is pleased to announce it has completed its initial public offering of 10 million trust units (the "Units") priced at $10.00 per Unit for total gross proceeds of $100.0 million. The majority of the net proceeds of the offering will be used, indirectly, to purchase an approximate 26.8% interest in Crius Energy, LLC (the "Company"). The Company is one of the largest independent energy retailers that markets and sells electricity and natural gas to residential and small to medium-size commercial customers in the United States. The Company was recently formed to acquire Regional Energy Holdings, Inc. and Public Power, LLC. In addition, approximately $25 million of the net proceeds will be used for general corporate purposes and to fund future acquisitions.
"We look forward to delivering value to our investors and continuing to deliver value to our customers as we provide them with innovative energy options," said Michael Fallquist, Chief Executive Officer, Crius Energy. "Less than four years ago, our first brand was launched and now, together, our five brands carry a customer base of well over 500,000 residential customer equivalents".
The Units will commence trading today on the Toronto Stock Exchange under the symbol "KWH.UN".
The offering was completed through a syndicate of underwriters co-led by Scotiabank, RBC Capital Markets and UBS Securities Canada Inc., and including National Bank Financial Inc., Macquarie Capital Markets Canada Ltd., Raymond James Ltd., Desjardins Securities Inc., GMP Securities L.P. and Chardan Capital Markets, LLC. Chardan Capital Markets, LLC also acted as M&A advisor to Public Power in the formation of the Company.
The underwriters have been granted an over-allotment option, exercisable for a period of 30 days from the date of the closing of the offering, to purchase up to an additional 1.5 million Units at the offering price of $10.00 per Unit to cover over-allotments, if any, and for market stabilization purposes. If the over-allotment option is exercised in full, the gross proceeds of the offering will be $115.0 million. The net proceeds from the over-allotment received by the Trust will be used, indirectly, to acquire up to an additional 4% interest in the Company and any remaining net proceeds from the over-allotment will be used for general corporate purposes.
Crius Energy expects that the initial monthly cash distribution rate will be $0.0833 per Unit. The initial cash distribution, which will be for the period from and including the date of closing of the offering to December 31, 2012, is expected to be paid on January 15, 2013 to unitholders of record on December 31, 2012 and is estimated to be $0.1326 per Unit.
As disclosed in the Trust's final prospectus dated November 2, 2012, immediately following closing Roop Bhullar, the Chief Financial Officer of Crius Energy Administrator Inc. (the "Administrator"), will step down from the board of the Administrator to permit the appointment of James A. Ajello.
Mr. Ajello has extensive experience in the North American energy and natural resources markets and is currently the Executive Vice President, Chief Financial Officer, Treasurer and Chief Risk Officer of Hawaiian Electric Industries Inc. ("HEI") (NYSE.HE) and the chairman of the United States Department of Energy's Environmental Management Advisory Board. Mr. Ajello also serves on the board of trustees of Hawaii Pacific University, The Oceanic Institute, HEI Community Foundation and Enterprise Honolulu (Oahu Economic Development Board).
Further information relating to Crius Energy and the Units is set out in Crius Energy's final prospectus dated November 2, 2012, which may be obtained from the SEDAR website at www.sedar.com under Crius Energy's profile.
This press release does not constitute an offer to sell or the solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities to be offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of any offer to buy or a sale would be unlawful.
About Crius Energy
Crius Energy has been established to provide investors with a stable and consistent distribution-producing investment through the acquisition of an ownership interest in the Company by an indirect wholly-owned subsidiary of Crius Energy. The Company is one of the largest independent energy retailers operating in the United States, with approximately 515,000 residential customer equivalents as of August 31, 2012. The Company serves residential and small to medium-size commercial customers in the United States and markets its products through a variety of sales channels and brand names. The Company currently sells electricity in 10 states and the District of Columbia and natural gas in four states.
Crius Energy intends to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act).
This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Crius Energy, including, without limitation, those listed under "Risk Factors" and "Forward-Looking Statements" in Crius Energy's final prospectus (collectively, "forward-looking information"). Forward-looking information in this news release includes, but is not limited to, Crius Energy's objectives and status as a mutual fund trust and not a SIFT trust and Crius Energy's expectations regarding the payment of distributions to unitholders. Crius Energy cautions investors of Crius Energy's securities about important factors that could cause Crius Energy's actual results to differ materially from those projected in any forward-looking statements included in this news release. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that the expectations set out in Crius Energy's final prospectus or this news release will prove to be correct and accordingly, prospective investors should not place undue reliance on these forward-looking statements. These statements speak only as of the date of this news release and Crius Energy does not assume any obligation to update or revise them to reflect new events or circumstances.
SOURCE: Crius Energy TrustFor further information:
Chief Executive Officer
Chief Financial Officer