EDMONTON, Alberta – Capital Power Corporation (Capital Power or the Company) (TSX: CPX) announced today that it has successfully completed the acquisition of Goreway Power Station Holdings Inc., which owns the Goreway Power Station, an 875 megawatt (MW) natural gas combined cycle generation facility (the Acquisition), from JERA Co., Inc. and Toyota Tsusho Corporation. The purchase price is $387 million in total cash consideration, subject to working capital and other closing adjustments and the assumption of $590 million of project level debt. The Acquisition was previously announced on April 29, 2019.
The Acquisition purchase price was partially financed by the net proceeds from the public offering of 4,945,000 subscription receipts (the Subscription Receipts). The Subscription Receipt offering raised total gross proceeds of approximately $150 million including the exercise of the over-allotment option which closed on May 15, 2019. Capital Power also financed the Acquisition with the net proceeds from the public offering of $150 million of Cumulative Minimum Rate Reset Preferred Shares (Series 11) that closed on May 16, 2019.
In accordance with their terms, each Subscription Receipt was converted for one common share of Capital Power on June 4, 2019 upon the closing of the Acquisition. No common share dividend record date occurred while the Subscription Receipts were outstanding and, as such, no requirement to make any cash dividend equivalent payment has been triggered. Holders of the Subscription Receipts are not required to take any action in order to receive the common shares to which they are entitled.
The Goreway Power Station located in Brampton, Ontario operates under a 20-year Accelerated Clean Energy Supply Contract expiring in June 2029 with the Ontario Independent Electricity System Operator (IESO).
The Acquisition is expected to generate approximately $124 million of adjusted EBITDA and $50 million of adjusted funds from operations (AFFO) in 2020. For the 2020-2023 period, average annual adjusted EBITDA and AFFO are estimated to be $127 million and $56 million, respectively. The Acquisition is forecasted to be $0.27 accretive to AFFO per share in 2020 representing growth of approximately 6%.
The Company revised its 2019 financial target ranges to incorporate the Acquisition:
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This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended (the Securities Act), and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.
The Company uses AFFO as a financial performance measure of the ability of the Company and its subsidiaries ability to generate cash from current operating activities to fund growth capital expenditures, debt repayments and common share dividends to the Company’s shareholders. The AFFO performance measure represents net cash flows from operating activities adjusted to include net finance expense and current income tax expense and exclude changes in operating working capital and distributions received from the Company’s joint venture interests. Net finance expense and current income tax expense are included as the timing of cash receipts and payments of interest and income taxes and the resulting cash basis amounts are not comparable from period to period. Changes in operating working capital are excluded from AFFO as the timing of cash receipts and payments also affects the period-to-period comparability. Distributions received from the Company’s joint venture interests are excluded as the distributions are calculated after the effect of joint venture debt payments, which are not considered operating activities. AFFO is reduced by the tax equity financing project investors’ shares of AFFO associated with assets under tax equity financing structures to ensure that only the Company’s share is reflected in the overall metric. AFFO also excludes the impact of fair value changes in certain unsettled derivative financial instruments that are charged or credited to the Company’s bank margin account held with a specific exchange counterparty. AFFO is reduced by sustaining capital expenditures and preferred share dividends and adjusted to include the Company’s share of the AFFO of its joint venture interests and cash from coal compensation that will be received annually.
Capital Power uses earnings before net finance expense, income tax expense, depreciation and amortization, impairments, foreign exchange gains or losses, finance expense and depreciation expense from its joint venture interests, gains or losses on disposals and unrealized changes in the fair value of commodity derivatives and emission credits ("adjusted EBITDA") to measure the operating performance of facilities and categories of facilities from period to period. Management believes that a measure of facility operating performance is more meaningful if results not related to facility operations such as impairments, foreign exchange gains or losses and gains or losses on disposals are excluded from the adjusted EBITDA measure. Commencing with the Company’s March 31, 2019 quarter-end, adjusted EBITDA excludes unrealized changes in fair value of commodity derivatives and emission credits which were previously included in adjusted EBITDA. This change was made to better align the Company’s measure of adjusted EBITDA with its other non-GAAP measures, as both the adjusted funds from operations and the normalized earnings per share measures exclude the impacts of unrealized changes in fair value of commodity derivatives and emission credits. This change also results in improved period over period comparability of adjusted EBITDA.
These terms are not defined financial measures according to GAAP and do not have standardized meanings prescribed by GAAP and, therefore, are unlikely to be comparable to similar measures used by other enterprises. AFFO and adjusted EBITDA should not be considered alternatives to net cash flows from operating activities and net income, respectively, calculated in accordance with GAAP. Rather, these measures are provided to complement the nearest GAAP measures in the analysis of the Company’s results of operations from management’s perspective.
See Non-GAAP measures in the Company’s first quarter 2019, and year-end 2018 Management’s Discussion and Analysis for further discussion of these metrics and reconciliations of adjusted EBITDA and AFFO to net income and net cash flows from operating activities, respectively.
Certain information in this news release is forward-looking information within the meaning of Canadian securities laws as it relates to anticipated financial or operating performance, events or strategies. When used in this context, words such as "anticipate", "believe", "continue", "estimate", "plan", "intend", "expect", "target" and "will" or similar words suggest future outcomes. By their nature, such statements are subject to significant risks, assumptions and uncertainties, which could cause the Company's actual results and experience to be materially different than the anticipated results. Forward-looking information or statements included in this news release are provided to inform the Company's shareholders and potential investors about management's assessment of the Company's future plans and operations. This information may not be appropriate for other purposes.
Material forward-looking information in this press release around the acquisition of the Goreway facility includes expectations regarding: (i) financial impacts including expected accretion in AFFO, AFFO per share and adjusted EBITDA contributions. Additional forward-looking information is disclosed pertaining to updated 2019 targets for the Company's AFFO and adjusted EBITDA metrics as a result of the Acquisition.
These statements are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate, including its review of the Goreway facility and consultation with an independent third party around market analysis. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity and other energy prices; (ii) Company performance; (iii) business prospects and opportunities including expected growth and capital projects; (iv) the status of and impact of policy, legislation and regulations; and (v) effective tax rates.
Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company's expectations. Such material risks and uncertainties are: (i) power plant availability and performance including maintenance expenditures; (ii) changes in electricity prices in markets in which the Company operates; (iii) regulatory and political environments including changes to environmental, financial reporting and tax legislation; (iv) acquisitions and developments including timing and costs of regulatory approvals and construction; (v) ability to fund current and future capital and working capital needs; (vi) changes in energy commodity market prices and use of derivatives; (vii) changes in market prices and availability of fuel; (viii) changes in general economic and competitive conditions; (ix) the outcome of the line loss rule proceeding; (x) limitations inherent in the Company's review of the Acquisition and the Goreway facility; and (xi) ability to realize the anticipated benefits of the Acquisition. See Risks and Risk Management in the Company's 2018 Management's Discussion and Analysis for further discussion of these and other risks.
This news release contains future-oriented financial information and financial outlook information (collectively, FOFI) about the Company's prospective adjusted EBITDA and AFFO and the components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this news release and was provided for the purpose of describing the anticipated effects of the Acquisition on the Company's business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.
Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the specified approval date. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Capital Power (TSX: CPX) is a growth-oriented North American power producer headquartered in Edmonton, Alberta. The company develops, acquires, owns, and operates power generation facilities using a variety of energy sources. Capital Power owns nearly 6,000 megawatts (MW) of power generation capacity at 26 facilities across North America. Approximately 900 MW of owned generation capacity is in advanced development in Alberta and Illinois.
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