/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Sept. 23, 2016 /CNW/ - Crius Energy Trust (TSX: KWH.UN) (the "Trust") today announced the formation of a newly-created special purpose vehicle, Crius Solar Fulfillment, LLC ("Newco"), to serve as the debtor-in-possession ("DIP") lender and bidder for the purchase of certain residential solar installation assets (the "Solar Installation Assets") from Verengo, Inc. ("Verengo"), in a bankruptcy proceeding under chapter 11 of the United States Bankruptcy Code. Newco will be majority owned by Crius Energy Corporation (64.5%), an affiliate of Crius Energy, LLC ("Crius Energy"), and will have three non-controlling members consisting of two prominent clean technology investment firms and a leader in the residential solar finance industry.
In addition to the involvement of Newco as pre-petition and DIP lender (for an amount of up to US$4.8 million, which is to be used for the bankruptcy proceeding under chapter 11 of the United States Bankruptcy Code and payments to certain of Verengo's creditors), Newco has entered into an asset purchase agreement dated September 23, 2016 (the "Purchase Agreement") with Verengo to acquire the Solar Installation Assets including Verengo's residential solar installation platform, certain contracts, and human capital. The Purchase Agreement sets forth the bid of Newco for the Solar Installation Assets in the bankruptcy proceedings, and reflects a purchase price of US$11.9 million, consisting of US$2.25 million cash contribution from Crius Energy as well as the contribution of US$2.55 million cash and other interests from the non-controlling members of Newco. The closing of the transaction is subject to, among other things, the satisfaction of the conditions precedent in the Purchase Agreement, including all approvals required under Verengo's bankruptcy proceeding.
"With a track-record of more than 20,000 solar installations dating back to 2008, the addition of the Verengo platform and team promises to fortify Crius Energy's position as a challenger in the fast growing U.S. solar market," said Michael Fallquist, Chief Executive Officer of the Trust. "This transaction augments our recent acquisition of the SunEdison platform as it provides vertically integrated capability in California. The acquisition is expected to contribute positive EBITDA in fiscal year 2017 as well as valuable strategic relationships with our partners in the transaction."
By the end of fiscal year 2017, Newco is expected to become a wholly-owned subsidiary of the Trust through exchange transactions with the three non-controlling members of Newco, pursuant to which such non-controlling members will receive trust units of the Trust ("Trust Units") in exchange for their membership interest in Newco. The number of Trust Units to be issued to such non-controlling members of Newco in exchange for their membership interest in Newco will depend, among other things on (i) the achievement of certain operational performance targets, and (ii) a formula based primarily on the annualized revenue of Newco for the six-month period ending September 30, 2017. While the number of Trust Units to be issued to such non-controlling members will depend on the actual performance of Newco and the Solar Installation Assets, management believe that such targets will be accretive to unitholders of the Trust.
In addition, on September 19, 2016, Crius Energy successfully completed the previously announced acquisition of certain solar energy business assets from SunEdison Inc. (OTCMKTS: SUNEQ) ("SunEdison"), through its subsidiary Crius Solar, LLC. Crius Energy acquired SunEdison's proprietary residential solar lead-generation platform, customer lead databases, marketing materials and human capital, expanding Crius Energy's operational capabilities in the solar energy segment.
The Trust will hold a conference call to discuss Crius Energy's solar strategy and recent enhancements to Crius Energy's solar business at 8:30 a.m. eastern time on Monday, September 26, 2016.
To access the conference call by telephone, dial 647-427-7450 or 1-888-231-8191. Please connect approximately 15 minutes prior to the beginning of the call to ensure participation. A question and answer session for analysts will follow management's remarks.
A live audio webcast of the conference call will be available at www.cnw.ca. Please connect at least 15 minutes prior to the call to ensure adequate time for any software download that may be required to join the webcast. The webcast will be archived at the above web site for 90 days.
A digital rebroadcast will be available to listeners starting at 11:30 a.m. eastern time on September 26, 2016 until October 3, 2016. To access the rebroadcast, please dial 416-849-0833 or 1-855-859-2056 and enter passcode 86052229.
About Crius Energy Trust
The Trust was established to provide investors with a distribution-producing investment through its ownership interest in the Company. With over 940,000 residential customer equivalents, the Company is a comprehensive energy solutions partner that provides electricity, natural gas and solar products to residential and commercial customers. The Company connects with energy customers through an innovative family-of-brands strategy and multi-channel marketing approach. This unique combination creates multiple access points to a broad suite of energy products and services that make it easier for consumers to make informed decisions about their energy needs. The Company currently sells energy products in 19 states and the District of Columbia with plans to continue expanding its geographic reach.
The Trust intends to continue 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 preclude the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to Crius Energy may be found on SEDAR under the Trust's issuer profile at www.sedar.com or on the Trust's website at www.criusenergytrust.ca
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "Forward-Looking Statements") that involve substantial known and unknown risks and uncertainties, most of which are beyond the control of Crius Energy, including, without limitation, those risks described in the annual information form of the Trust for the fiscal year ended December 31, 2015, dated March 15, 2016 (under the heading "Risk Factors"), in the MD&A of the Trust for the three month period ended March 31, 2016 and in the Final Prospectus. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words of phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection" and "outlook") are not historical facts and may be Forward-Looking Statements which involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such Forward-Looking Statements. Forward-Looking Statements in this news release include, but are not limited to, the anticipated benefits of the acquisition of the residential solar installation assets from Verengo; the timing and ability of Crius Energy to satisfy the conditions precedent (including the approval of the bankruptcy court), if at all, to completing the acquisition of the residential solar installation assets from Verengo; the ability of the Company to successfully integrate the Verengo platform and fortify Crius Energy's position as a leader in the U.S. solar market; the ability of the transaction to augment the SunEdison platform; the transaction contributing positively to EBITDA in the fiscal year 2017; Newco becoming a wholly-owned subsidiary of the Trust (or a subsidiary thereof) in fiscal year 2017, or at all; the expectation that the acquisition will significantly expand the Company's capabilities in the solar energy segment; and the Trust's objectives and status as a "mutual fund trust" and not a "SIFT trust". These Forward-Looking Statements are based on reasonable assumptions and estimates of management of the Trust at the time such statements were made. Actual future results may differ materially as Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Trust to materially differ from any future results, performance or achievements expressed or implied by such Forward-Looking Statements. Crius Energy cautions investors of the Trust'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. No assurance can be given that the expectations set out in 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, except as required by law.
SOURCE Crius Energy Trust
For further information: Michael Fallquist, Chief Executive Officer, [email protected], (203) 663-7545; Roop Bhullar, Chief Financial Officer, [email protected], (203) 883-9900; Kelly Castledine, Investor Relations, [email protected], (416) 644-1753.