EDMONTON, AB – EPCOR Utilities Inc. (EPCOR) and Capital Power Corporation (TSX:CPX) and its subsidiaries (Capital Power or the Company) today announced the closing of Capital Power’s initial public offering of common shares and the acquisition of the power generation assets and operations from EPCOR.
The initial public offering of 21,750,000 common shares was sold to investors at a price of $23.00 per share, resulting in gross proceeds to the Company of just over $500 million, and net proceeds of $468 million after deducting underwriters’ commissions and transaction costs. The offering was underwritten by a syndicate led by TD Securities Inc. and Goldman Sachs Canada Inc. The underwriters have been granted an overallotment option, which expires in 30 days, to purchase up to an additional 3,262,500 common shares. If the over-allotment option is exercised in full, the total gross proceeds to Capital Power will be just over $575 million, and the net proceeds will be $539 million after deducting underwriters’ commissions and transaction costs.
The proceeds were used in the acquisition of the power generation assets and operations from EPCOR and result in Capital Power holding a 27.8% interest in Capital Power LP. The total consideration for the acquisition of EPCOR’s power generation assets was comprised of $468 million in cash, 56.625 million exchangeable Capital Power LP units (representing an approximate 72.2% equity interest in Capital Power LP) and $896 million of back-to-back debt owed to EPCOR. “We are pleased with the interest of investors in North America and Europe for this offering,” said Brian Vaasjo, President and Chief Executive Officer of Capital Power. “Capital Power is among Canada’s largest independent power generation companies, with a modern and efficient fleet, a diversified portfolio in attractive North American markets, long-term power purchase arrangements, a leading environmental position and an investment-grade credit rating. With this strong platform, the company intends to pursue a prudent expansion strategy supported by our development pipeline, and our construction and acquisition expertise.”
“As a stand-alone public company with access to financial markets, Capital Power is now well positioned to continue to identify and develop growth opportunities,” said Don Lowry, Chairman of Capital Power and President & CEO of EPCOR.
The board of directors of Capital Power has established a dividend policy under which the company intends to initially authorize an annual dividend of $1.26 per common share, paid quarterly.
Edmonton-headquartered EPCOR continues to own 56.625 million exchangeable units of Capital Power LP, representing a 72.2% residual interest in the power generation business transferred to Capital Power. EPCOR may eventually sell all or a substantial portion of its ownership interest.
About EPCOR Utilities Inc.
EPCOR’s wholly-owned subsidiaries build, own and operate electrical transmission and distribution networks, and water and wastewater treatment facilities. EPCOR, headquartered in Edmonton, Alberta, has been named one of Canada’s Top 100 employers for nine consecutive years, and was selected one of Canada’s 10 Most Earth-Friendly Employers in 2008. EPCOR’s web-site is www.epcor.ca.
About Capital Power
Capital Power is a growth-oriented North American independent power producer, building on more than a century of innovation and reliable performance. The company’s vision is to be recognized as one of North America’s most respected, reliable and competitive power generators. Headquartered in Edmonton, Alberta, Capital Power has interests in 31 facilities in Canada and the U.S. totaling approximately 3,300 megawatts of generation capacity. Capital Power and its subsidiaries develop, acquire and optimize power generation from a wide range of energy sources. The company’s web site can be accessed at www.capitalpower.com.
This news release contains forward-looking statements, including “forward-looking statements” within the meaning of applicable Canadian and United States securities laws. Such forward-looking statements include, without limitation, statements regarding the timing, terms and conditions and anticipated consequences of the transaction. Where statements by Capital Power express or imply an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements all as may be set out under the headings “Forward Looking Statements” and “Risk Factors” in the prospectus pursuant to which the common shares of the Company have been issued and elsewhere in the Company’s documents filed from time to time with the Toronto Stock Exchange and Canadian securities regulators. Capital Power expressly disclaims any obligation to release publicly revisions to any forwardlooking statement to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Additionally, Capital Power expressly disclaims any obligation to comment on expectations of, or comments made by, third parties in respect of the transaction.