NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
TORONTO, April 30, 2018 (GLOBE NEWSWIRE) -- Crius Energy Trust (TSX:KWH.UN) (the "Trust", "Crius" or the "Company") and JCP Investment Management, LLC ("JCP") today announced that they have entered into a settlement agreement (the "Agreement"), pursuant to which one JCP nominee, Ali Hedayat (bio below), will be put forth by Crius for election to the board of directors of Crius Energy Administrator Inc. (the "Board"), the administrator of the Trust, at the Company's 2018 Annual and Special Meeting of Shareholders (the "Meeting"), on May 29, 2018.
In addition to Mr. Hedayat, Crius will nominate two new directors for election to the Board including Robert Gries, Jr. and Marcie C. Zlotnik (bios below). David Kerr will be retiring from the Board at the end of his tenure following the Meeting.
"This agreement allows Crius to stay focused on creating sustainable unitholder value," said David Kerr, Chairman of the Board. "Ali, Robert, and Marcie will make strong additions to the Board and ensure that unitholder interests continue to be well represented. I have enjoyed serving Crius and its unitholders, and wish the Company the very best in the future."
"We are confident the newly constructed Board will enhance unitholder value over the long-term," said James Pappas, Managing Member of JCP.
"I look forward to helping to drive Crius toward achieving its true potential," said Ali Hedayat. "There is a lot of opportunity here and I look forward to getting to work alongside the other Board members to realize it."
Pursuant to the Agreement, JCP has removed its previously announced slate of nominees, and has entered into customary standstill and voting support agreements with Crius. As part of the Agreement, Crius also intends to form a Strategic Operating Committee to evaluate and recommend opportunities to enhance unitholder value. Full details of the Agreement will be available at www.criusenergytrust.ca and www.sedar.com.
New Director Nominees
The Trust is pleased to be nominating three new highly qualified director nominees for election to the Board:
Robert Gries, Jr. previously served as Chairman of the Board and as a Director of Crius Energy Administrator Inc. from September 2012 until May 2014, when he decided not to stand for re-election at the end of his term. Mr. Gries served as Chief Executive Officer of Public Power, LLC, a company engaged in the marketing of electricity and natural gas, from September 2009 until the acquisition of Public Power by the Trust in September 2012. Mr. Gries is also director of several investment funds, which, as of the date hereof, collectively own approximately 14% of the issued and outstanding Trust units. Mr. Gries sits on various boards, including the University of Tampa.
Ali Hedayat is the founder and Managing Director of Maryana Capital in Toronto, Canada. He previously cofounded Edoma Capital in London, was a Partner at Indus Capital in London, and worked for the Goldman Sachs Group in New York and London as a Managing Director and Co-head of Americas Principal Strategies. Mr. Hedayat currently serves as a director for Restaurant Brands International Inc. and US Geothermal Inc., and has previously served as a director for companies in the cable, pharmaceutical and media industries. Mr. Hedayat holds a Bachelor of Commerce degree, with honours, earning a double major in Finance and Economics from McGill University. His qualifications to serve on the Board include over 20 years of investment banking experience with an emphasis in power, utilities, and distressed debt and equity in European, North American and Latin American markets.
Marcie C. Zlotnik is an experienced retail energy executive with more than 20 years of relevant experience. Ms. Zlotnik co-founded StarTex Power, a Texas-based retail electricity provider, in 2004 and served as Chairman and Chief Operating Officer from 2004 to 2011, when StarTex was acquired by Constellation Energy. During that time, StarTex garnered prestigious regional and national awards, including a #1 ranking in JD Power's Retail Electric Providers Texas Customer Satisfaction Study Rankings. Prior to co-founding StarTex, Ms. Zlotnik co-founded Gexa Energy and served as President and Principal Accounting Officer from 2000 to 2003. Ms. Zlotnik also served as President and Chief Executive Officer of TotalNet Communications, Inc. from 1994 to 2000. Ms. Zlotnik is the 2018 recipient of the GCPA Pat Wood Power Star Award in recognition of her significant contributions towards the advancement of competitive energy markets in Texas. She currently serves on the boards of ESCO Advisors LLC and Frontier Utilities, LLC. and the Business Advisory Board at The University of Texas McCombs School of Business. Ms. Zlotnik is President of the non-profit Sugar Land Skeeters Foundation Board and a member of The Committee of 200, an international organization dedicated to advancing women's leadership in business. She is also on the Advisory Board of Directors of Girl's Inc. of Greater Houston and the Gulf Coast Power Association.
The Management Information Circular will be mailed to unitholders in advance of the Meeting, with full details and background information on all of the Director nominees.
About Crius Energy Trust
With over 1.4 million residential customer equivalents, the Company provides innovative electricity, natural gas and solar products to residential and commercial customers through exclusive partnerships, direct-to-consumer, digital, and broker marketing channels. Our unique brands offer consumers a broad suite of energy products and services including fixed and variable contracts, renewable energy, and bundled products to support their energy needs beyond what is offered by their local utility. Company growth is achieved organically with customers acquired through our diversified marketing channels and through accretive acquisitions in the deregulated energy and solar industries, where there is a significant opportunity to participate in the consolidation of market participants. The Company currently sells energy products in 19 states and the District of Columbia with plans to continue expanding its geographic reach. The Company is well-positioned to deliver capital appreciation and stable distributions to investors.
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 precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to Crius 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.
About JCP Investment Management
JCP Investment Management, LLC is an investment firm headquartered in Houston, TX that engages in value-based investing across the capital structure. JCP follows an opportunistic approach to investing across different equity, credit and distressed securities largely in North America.
Forward-looking statements
This press release contains forward-looking statements. These forward-looking statements, by their nature, require the Trust to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements including the fact that the Trust "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations), or that events or conditions "will", "would", "may", "could" or "should" occur. Although Crius believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors and are not guarantees of future performance and actual results may accordingly differ materially from those in forward looking statements. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions. Crius cannot assure unitholders and prospective purchasers of securities of the Trust that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Crius nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information, Crius does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
For further information, please contact:
Michael Fallquist
Chief Executive Officer, Crius Energy Trust
(203) 663-7545
Roop Bhullar
Chief Financial Officer, Crius Energy Trust
(203) 883-9900
Kelly Castledine
Investor Relations, Crius Energy Trust
(416) 644-1753
Source: Crius Energy Trust