The Company entered into a series of agreements with ENMAX Corporation (ENMAX) to purchase a 50% interest in the 800 MW natural-gas-fuelled Shepard Energy Centre (Shepard) located on the eastern limits of the City of Calgary. Shepard is expected to begin commercial operations in the first quarter of 2015. On February 28, 2013 and September 30, 2013, respectively, the purchases of the first and second tranches of the Company’s interest in Shepard closed. Upon close of the first tranche, the Company paid $237 million and acquired a 25% interest in Shepard. Upon close of the second tranche, the Company paid an additional $325 million and acquired an additional 25% interest in Shepard bringing the Company’s total ownership interest to 50%. The total amount incurred by the Company to the date of close of the second tranche was $649 million compared with the total anticipated capital cost of $860 million. Commencing with the close of the first tranche, all decisions related to Shepard require unanimous approval by the Company and ENMAX. As a result, the Company jointly controls Shepard with ENMAX upon close of the first tranche. Based on the terms of the Shepard agreements, the Company will account for the Shepard joint arrangement, under the new accounting standard for joint arrangements, as a joint operation.

Agreement to sell North East U.S. assets and refocusing of business

On August 28, 2013, Capital Power announced that it has entered into an agreement with Emera Inc. to sell its three North East U.S. combined cycle, natural gas-fired power generation facilities for US$541 million. This transaction is expected to close in the fourth quarter of 2013, subject to regulatory approvals and other customary closing conditions. The timing of the closing may be affected by the U.S. Federal government shutdown and debt ceiling issues which could impact the Federal Energy Regulatory Commission’s regulatory approval processing time. The Company has recorded a pre-tax impairment loss of $6 million in the third quarter of 2013. When the sale is finalized, Capital Power expects to record a gain on disposal that includes the related accumulated foreign currency translation gains of $51 million that, as at September 30, 2013, were recorded in other reserves as accumulated other comprehensive income.

The Company has incurred pre-tax restructuring costs of approximately $12 million, cumulatively in the second and third quarters of 2013,  as a result of its decision to exit the North East U.S. market and to refocus its merchant power business in Alberta. Future expected impacts include efficiencies in operations and maintenance spending while approximately 160 employee positions will have been eliminated by the end of 2013 resulting in approximately 700 employee positions at the beginning of 2014. The expected annual cost savings are $25 million to $30 million consisting of an estimated $22 million related to general and administration (including support services such as treasury, finance, internal audit, legal, human resources, corporate risk management, asset management, and environment, health and safety) and $8 million related to operations. The estimated costs savings consist primarily of employee compensation including benefits less margins from the discontinued trading operations.

$200 million offering of 4.50% Cumulative Rate Reset Preference Shares

On March 14, 2013, Capital Power Corporation issued 8 million Cumulative Rate Reset Preference Shares, Series 5 (Series 5 Shares) at $25 per share for aggregate gross proceeds of $200 million on a bought deal basis with a syndicate of underwriters.

The Series 5 Shares will pay fixed cumulative preferential dividends of $1.125 per share per annum, yielding 4.50% per annum, payable on the last business day of March, June, September and December each year, as and when declared by the Board of Directors of Capital Power Corporation. These dividends are applicable for the initial period ending June 30, 2018. The Series 5 Shares are subject to specified redemption, conversion and reset rights.

Standard & Poor’s (a division of the McGraw Hill Companies, Inc.) has assigned a rating of P-3 and DBRS Limited has assigned a rating of Pfd-3 (low) for these Series 5 Shares.

Subsequent Event

Secondary offering of Capital Power common shares by EPCOR

On October 10, 2013, EPCOR exchanged 9,600,000 of its exchangeable common limited partnership units in CPLP for common shares of Capital Power on a one-for-one basis and sold 9,600,000 common shares of Capital Power to the public pursuant to a secondary offering at $21.00 per common share. The underwriters for the sale of common shares were granted an option to purchase up to an additional 1,440,000 common shares at the issue price to cover over-allotments, if any. The over-allotment option is exercisable, in whole or in part, by the underwriters at any time up to 30 days after the closing of the offering. Capital Power will not receive any of the proceeds from EPCOR’s sale of common shares. The October 10, 2013 transactions reduced EPCOR’s ownership interest in CPLP to approximately 19% from its interest of approximately 29% at September 30, 2013 and reduced EPCOR’s ownership of the common shares of Capital Power, on a diluted basis, to 19% from 29%. If the over-allotment option is fully exercised, EPCOR’s ownership interest will be further reduced to 18%. EPCOR has advised that it plans to eventually sell all or a substantial portion of its remaining interest in Capital Power subject to market conditions, its requirements for capital and other circumstances that may arise in the future.

EPCOR‘s ownership interest in the limited partnership units of CPLP has dropped below 20% as a result of these transactions. Thus, the terms of the agreement for the debt payable to EPCOR provide that EPCOR may, by advance written notice, require repayment of all or any portion of the outstanding principal amount of this debt and accrued interest thereon. The debt payable to EPCOR at September 30, 2013 was approximately $342 million. Also, EPCOR may only elect two of Capital Power’s directors compared to four previously.

Analyst Conference Call and Webcast

Capital Power will be hosting a conference call and live webcast with analysts on October 28, 2013 at 11:00 AM (ET) to discuss third quarter results. The conference call dial-in numbers are:

(604) 681-8564 (Vancouver)
(403) 532-5601 (Calgary)
(416) 623-0333 (Toronto)
(514) 687-4017 (Montreal)
(855) 353-9183 (toll-free from Canada and USA)

Participant access code for the call:  21543#

A replay of the conference call will be available following the call at: (855) 201-2300 (toll-free) and entering conference reference number 1053151# followed by participant code 21543#. The replay will be available until midnight on January 28, 2014.

Interested parties may also access the live webcast on the Company’s website at www.capitalpower.com with an archive of the webcast available following the conference call.

Non-GAAP Financial Measures

The Company uses (i) adjusted EBITDA, (ii) funds from operations, (iii) cash flow per share, (iv) discretionary cash flow, (v) normalized earnings attributable to common shareholders, and (vi) normalized earnings per share as financial performance measures. These terms are not defined financial measures according to GAAP and do not have standardized meanings prescribed by GAAP, and are, therefore, unlikely to be comparable to similar measures used by other enterprises. These measures should not be considered alternatives to net income, net income attributable of Shareholders of the Company, net cash flows from operating activities or other measures of financial performance calculated in accordance with GAAP. Rather, these measures are provided to complement GAAP measures in the analysis of the Company’s results of operations from management’s perspective. Reconciliations of adjusted EBITDA to net income, funds from operations to net cash flows from operating activities and normalized earnings attributable to common shareholders to net income attributable to common shareholders are contained in the Company’s Management’s Discussion and Analysis dated October 25, 2013 for the nine months ended September 30, 2013 which is available under the Company’s profile on SEDAR at www.SEDAR.com.

Forward-looking Information

Forward-looking information or statements included in this press release 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 information with respect to: (i) expectations regarding future earnings, (ii) expectations regarding future cash flows, and (iii) expectations regarding the sale of the North East U.S. assets and the refocusing of the Company’s merchant power business.

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 and expected future developments, and other factors it believes are appropriate. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity and other energy prices, (ii) performance, (iii) business prospects and opportunities including expected growth and capital projects, (iv) status and impact of policy, legislation and regulation, 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 commodity prices in markets in which the Company operates and use of derivatives, (iii) regulatory and political environments including changes to environmental, financial reporting and tax legislation, (iv) power plant availability and performance including maintenance expenditures, (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, and (viii) changes in general economic and competitive conditions. See Risks and Risk Management in the Company’s December 31, 2012 annual Management’s Discussion and Analysis for further discussion of these and other risks.

Click here to view the management’s discussion and analysis and consolidated financial statements