EDMONTON, Alberta – Capital Power Corporation (Capital Power or the Company) (TSX: CPX) announced today that it has completed its previously announced public offering of 7,375,000 subscription receipts (the Subscription Receipts), on a bought deal basis, at an issue price of $24.75 per Subscription Receipt (the Offering Price), for total gross proceeds of approximately $183 million (the Public Offering).
The Public Offering was first announced on April 12, 2017 when the Company entered into an agreement with a syndicate of underwriters co-led by RBC Capital Markets and Scotiabank. The net proceeds from the Public Offering will be used to partially finance the previously announced acquisition of Decatur Power Holdings, LLC, which owns the Decatur Energy Center from an affiliate of LS Power Equity Partners III for U.S. $441 million, subject to working capital and other closing adjustments (the Acquisition). The Acquisition is expected to close in June 2017, subject to regulatory approvals and satisfaction of 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 (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 Standard & Poor’s Rating Services 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 1,106,250 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 April 24, 2017 closing of the Offering. If the over-allotment option is exercised in full, gross proceeds from the Public Offering will be approximately $210 million.
All references to dollar amounts contained herein are to Canadian dollars unless otherwise indicated.
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 within the meaning of Canadian securities law as it relates to anticipated financial and operating performance, events or strategies. The forward-looking information or statements are provided to inform the Company’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. The forward-looking information in this press release is generally identified by words such as will, anticipate, believe, plan, intend, target, and expect or similar words that suggest future outcomes.
Material forward-looking information in this press release includes expectations regarding: (i) financing plans for the Acquisition, (ii) closing of the Acquisition, (iii) the exercise of the over-allotment and the receipt of all regulatory approvals.
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 purchased businesses and assets. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity and other energy prices, (ii) anticipated performance of the businesses, (iii) business prospects and opportunities including expected growth and capital projects, (iv) 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) changes in electricity prices in markets in which the Company operates, (ii) changes in energy commodity market prices and use of derivatives, (iii) regulatory and political environments including changes to environmental, financial reporting, market structure and tax legislation, (iv) generation facility availability and performance including maintenance of equipment, (v) ability to fund current and future capital and working capital needs, (vi) acquisitions and developments including timing and costs of regulatory approvals and construction, (vii) changes in market prices and availability of fuel, (viii) ability to realize the anticipated benefits of the Acquisition, (ix) limitations inherent in the Company’s review of the purchased businesses and assets, and (x) changes in general economic and competitive conditions. See Risks and Risk Management in the Company’s 2016 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, operates and optimizes power generation from a variety of energy sources. Capital Power owns approximately 3,500 megawatts of power generation capacity at 20 facilities across North America. More than 700 megawatts of owned generation capacity are in advanced development in Alberta and under construction in Kansas.