EDMONTON, Alberta – Capital Power Corporation (Capital Power or the Company) (TSX: CPX) announced today that it has completed its previously announced public offering of 4.3 million subscription receipts (the Subscription Receipts), on a bought deal basis, at an issue price of $30.30 per Subscription Receipt (the Offering Price), for total gross proceeds of approximately $130,290,000 (the Public Offering).
The Public Offering was first announced on April 29, 2019 when the Company entered into an agreement with a syndicate of underwriters (the Underwriters) co-led by RBC Capital Markets and TD Securities. The net proceeds from the Public Offering will be used to partially finance the previously announced acquisition of Goreway Power Station Holdings Inc., which owns the Goreway Power Station, an 875-megawatt natural gas combined cycle generation facility. Goreway Power Station Holdings Inc. is jointly owned by 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). The Acquisition is expected to close in the second quarter of 2019 and is subject to regulatory approvals and other customary closing conditions.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action, upon closing of the Acquisition, one common share of Capital Power (Common Share). In addition, while the Subscription Receipts remain outstanding, holders will be entitled to receive cash payments (Dividend Equivalent Payments) per Subscription Receipt equal to dividends declared by Capital Power on each Common Share. Such Dividend Equivalent Payments will have the same record date as the related Common Share dividend and will be paid to holders of Subscription Receipts concurrently with the payment date of each such dividend. Dividend Equivalent Payments will be paid first out of any interest on the Escrowed Funds (defined below) and then out of the Escrowed Funds.
The proceeds from the sale of the Subscription Receipts less one-half of the Underwriters’ fee (the Escrowed Funds) will be held in escrow by Computershare Trust Company of Canada, as subscription receipt agent (the Subscription Receipt Agent), and invested in interest-bearing deposits with banks and other financial institutions with issuer credit ratings with S&P Global Ratings, Inc. of at least A (as contemplated by, or specified in, the subscription receipt agreement) or other approved investments as set forth in the subscription receipt agreement, provided that Dividend Equivalent Payments may be made from the Escrowed Funds and the interest credited or received thereon from time to time, as described above.
The Subscription Receipts will begin trading on the Toronto Stock Exchange under the symbol CPX.R.
The Company has granted the Underwriters an over-allotment option to purchase, in whole or part, up to an additional 645,000 Subscription Receipts at the Offering Price to cover over-allotments, if any, exercisable at any time and from time to time until the date that is 30 days following the May 8, 2019 closing of the Offering. If the over-allotment option is exercised in full, gross proceeds from the Public Offering will be approximately $149,833,500.
All references to dollar amounts contained herein are to Canadian dollars unless otherwise indicated.
U.S. Securities Laws Disclosures
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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.
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 transaction close timing.
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 the anticipated timing of regulatory and third party consents and approvals.
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 Risk Factors in the Company’s prospectus supplement filed in connection with the Public Offering and Risks and Risk Management in the Company’s 2018 Management’s Discussion and Analysis for further discussion of these and other risks.
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.
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.