EDMONTON, Alberta – Capital Power Corporation (“Capital Power”) (TSX:CPX) announced today that it will issue 6,000,000 Cumulative Minimum Rate Reset Preference Shares, Series 11 (the “Series 11 Shares”) at a price of $25.00 per Series 11 Share (the “Offering”) for aggregate gross proceeds of $150 million on a bought deal basis with a syndicate of underwriters, co-led by TD Securities Inc. and RBC Capital Markets. In addition, Capital Power has granted the underwriters an option, exercisable in whole or in part anytime up to two business days prior to closing, to purchase up to an additional 2,000,000 Series 11 Shares on the same terms, for additional gross proceeds of up to $50 million.
The Series 11 Shares will pay fixed cumulative dividends of $1.4375 per share per annum, yielding 5.75% per annum, payable on the last business day of March, June, September and December of each year, as and when declared by the board of directors of Capital Power, for the initial period ending June 30, 2024. Assuming an issue date of May 16, 2019, the first quarterly dividend of $0.1772 per share is expected to be paid on June 30, 2019 (with actual payment to be made on June 28, 2019, being the last business day of June 2019). The dividend rate will be reset on June 30, 2024 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 4.15%, provided that, in any event, such rate shall not be less than 5.75%. The Series 11 Shares are redeemable by Capital Power, at its option, on June 30, 2024 and on June 30 of every fifth year thereafter.
Holders of Series 11 Shares will have the right to convert all or any part of their shares into Cumulative Floating Rate Preference Shares, Series 12 (the “Series 12 Shares”), subject to certain conditions, on June 30, 2024 and every five years thereafter. Holders of Series 12 Shares will be entitled to receive a cumulative quarterly floating dividend at a rate equal to the sum of the then 90-day Government of Canada Treasury Bill yield plus 4.15%, as and when declared by the Board of Directors of Capital Power.
Net proceeds of the offering will be used to repay indebtedness under Capital Power’s credit facilities which will then be available to be redrawn to partially fund the acquisition of Goreway Power Station Holdings Inc. that was previously announced on April 29, 2019 and for general corporate purposes.
S&P Global Ratings has assigned a provisional rating of P-3 for the Series 11 Shares and DBRS Limited has assigned a preliminary rating of Pfd-3 (low) for the Series 11 Shares.
The Series 11 Shares will be issued pursuant to a prospectus supplement to Capital Power’s short form base shelf prospectus dated May 11, 2018. The prospectus supplement will be filed with securities regulatory authorities in all provinces and territories in Canada. The Offering is subject to receipt of all necessary regulatory and stock exchange approvals.
Neither the Series 11 Shares nor the Series 12 Shares have been registered under the U.S. Securities Act of 1933, as amended, and neither may be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any security, and shall not constitute an offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Certain information in this news release is forward-looking information within the meaning of Canadian securities laws as it relates to anticipated 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. Specific forward-looking information in this press release includes expectations regarding: (i) the timing to close the Offering, (ii) the anticipated first quarterly dividend payment, (iii) the exercise of the underwriters’ option, and (iv) the receipt of all regulatory and stock exchange approvals. By their nature, such statements are subject to significant risks, assumptions and uncertainties, which include, but are not limited to, regulatory and government decisions, economic conditions, and availability and cost of financing. Forward-looking information or statements included in this news release are provided to inform Capital Power’s shareholders and potential investors about management’s assessment of Capital Power’s future plans and operations. This information may not be appropriate for other purposes.
All forward-looking information or statements reflect Capital Power’s assumptions and analyses made by Capital Power in light of its experience and perception of historical trends, current conditions and expected future developments, and other factors it believes are appropriate. Readers are cautioned not to place undue reliance on this forward-looking information. Capital Power 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 Capital Power’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to Capital Power’s Management’s Discussion and Analysis dated April 26, 2019 and filed April 29, 2019 under Capital Power’s profile on SEDAR and other reports filed by Capital Power with Canadian securities regulators.
About Capital Power
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 approximately 5,100 megawatts (MW) of power generation capacity at 25 facilities across North America. Approximately 900 MW of owned generation capacity is in advanced development in Alberta and Illinois.