EDMONTON, Alberta ─ Capital Power Corporation (“Capital Power”) (TSX:CPX) announced today that it will issue 6,000,000 Cumulative Rate Reset Preference Shares, Series 3 (the “Series 3 Shares”) at a price of $25 per Series 3 Share (the “Offering”) for aggregate gross proceeds of $150 million on a bought deal basis with a syndicate of underwriters, led by TD Securities Inc. and BMO 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 3 Shares on the same terms, for additional gross proceeds of up to $50 million. Any additional Series 3 Shares will also be issued on the closing date.
The Series 3 Shares will pay fixed cumulative dividends of $1.15 per share per annum, yielding 4.60% 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 December 31, 2018. The first quarterly dividend of $0.3151 per share is expected to be paid on March 28, 2013. The dividend rate will be reset on December 31, 2018 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 3.23%. The Series 3 Shares are redeemable by Capital Power, at its option, on December 31, 2018 and on December 31 of every fifth year thereafter.
Holders of Series 3 Shares will have the right to convert all or any part of their shares into Cumulative Floating Rate Preference Shares, Series 4 (the “Series 4 Shares”), subject to certain conditions, on December 31, 2018 and on December 31 of every fifth year thereafter. Holders of Series 4 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 3.23%, as and when declared by the board of directors of Capital Power.
The Offering is expected to close on or about December 18, 2012. Net proceeds will be lent to Capital Power L.P. pursuant to a subordinated debt agreement. Capital Power L.P. will use the funds to repay the outstanding balance under its credit facilities which were used to fund the development of the Quality Wind and Halkirk Wind projects, to finance development projects including the Port Dover and Nanticoke and Shepard Energy Centre projects, and for general corporate purposes.
Standard & Poor’s, a division of the McGraw Hill Companies, Inc. has assigned a rating of P-3 for the Series 3 Shares and DBRS Limited has assigned a preliminary rating of Pfd-3 (low) for the Series 3 Shares.
The Series 3 Shares will be issued pursuant to a prospectus supplement to Capital Power’s short form base shelf prospectus dated February 16, 2012. This prospectus supplement will be filed with securities regulatory authorities in Canada. An application will be made when the prospectus supplement is filed to list the Series 3 Shares and the Series 4 Shares on the Toronto Stock Exchange as of the closing date. The Offering is subject to receipt of all necessary regulatory and stock exchange approvals.
Neither the Series 3 Shares nor the Series 4 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 relating to Capital Power is forward-looking and related to anticipated events and strategies. When used in this context, words such as “will”, “anticipate”, “believe”, “plan”, “intend”, “target” and “expect” or similar words suggest future outcomes. By their nature, such statements are subject to significant risks and uncertainties, which include, but are not limited to, regulatory and government decisions, economic conditions, and availability and cost of financing. Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, Capital Power disclaims any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
About Capital Power
Capital Power (TSX: CPX) is a growth-oriented North American power producer headquartered in Edmonton, Alberta. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,600 megawatts of power generation capacity at 16 facilities across North America. An additional 595 megawatts of owned generation capacity is under construction or in advanced development in Alberta and Ontario.