|Date Announced:||July 03, 2018|
|Date Closed:||September 30, 2018|
|Client Name:||Filter Group Inc.|
Filter Group Inc. is a leading provider of subscription based, home water filtration systems to residential customers in Canada and the United States. Headquartered in Toronto, Ontario, Filter Group provides under counter and whole home water filtration solutions to residential markets in the Provinces of Ontario and Manitoba and the States of Nevada, California, Arizona, Michigan and Illinois, with over 30,000 customers to date.
Pursuant to a purchase agreement, Just Energy will acquire all of the issued and outstanding shares of Filter Group and the shareholder loan owing by Filter Group. In addition to the assumption of approximately $22 million of third party Filter Group debt, the aggregate consideration payable by Just Energy under the purchase agreement is comprised of: (i) $15 million in cash; and (ii) earn-out payments of up to 9.5 million Just Energy common shares (with up to an additional 2.4 million Just Energy common shares being issuable to satisfy dividends that otherwise would have been paid in cash on the Just Energy shares issuable pursuant to the earn-out payments, subject to customary closing adjustments. The earn-out payments are contingent on the achievement by Filter Group of certain performance based milestones specified in the purchase agreement in each of the first three years following the closing of the transaction.