Algonquin Power & Utilities Corp. (TSX: AQN, NYSE: AQN)
(“APUC”, “Algonquin” or the “Company”) today announced that it has
entered into an agreement with Scotiabank and CIBC Capital Markets,
on behalf of a syndicate of underwriters (the "Underwriters"),
under which the Underwriters have agreed to buy, on a bought deal
basis, 32,170,000 common shares of APUC (the "Common Shares")
at a price of C$17.10 per Common Share for gross proceeds of C$550
million (the "Bought Deal").
APUC has granted the Underwriters an
over-allotment option, exercisable at the offering price for a
period of 30 days following the closing of the Bought Deal, to
purchase up to an additional 4,825,500 Common Shares. If the
over-allotment option is exercised in full, the gross proceeds of
the Bought Deal will be C$633 million.
APUC also announced today that it has entered
into an agreement with an institutional investor that has agreed to
purchase 20,470,000 Common Shares (the “Concurrent Offering”
and together with the “Bought Deal”, the “Offerings”) at a price of
C$17.10 per Common Share for gross proceeds of C$350 million.
The Common Shares offered in the Concurrent
Offering are being sold directly to the institutional investor
without an underwriter or placement agent.
Net proceeds of the Offerings are expected to be
used to partially finance APUC’s previously announced renewable
development growth projects and for general corporate purposes.
“Algonquin is successfully executing on its U.S.
$9.2 billion, five year capital program announced at our 2019
Investor Day, of which over half is expected to be incurred in 2020
and 2021,” stated Arun Banskota, President of APUC. “This offering
satisfies the common equity requirements for the current 2020
capital expenditure program and also puts the Company in a position
of strength as it looks to soon begin executing on the 2021 portion
of its capital program.”
The Bought Deal will be made in all provinces of
Canada and in the United States and is expected to close on or
about July 17, 2020. The closing of the Concurrent Offering is
expected to close on or about the same time as the Bought Deal.
The Company also plans to suspend its
at-the-market equity program (“ATM Program”) for the balance of
2020 as Algonquin will have raised the common equity required for
the current 2020 capital expenditure program.
A separate prospectus supplement to APUC's
Canadian base shelf prospectus dated April 3, 2020 (the “Shelf
Prospectus”) will be filed in respect of each Offering in Canada
with applicable securities regulatory authorities (the “Canadian
Prospectus Supplements”) as well as in the United States with the
Securities and Exchange Commission pursuant to APUC’s U.S. base
shelf prospectus dated April 3, 2020 (the “U.S. Shelf Prospectus”)
included in its U.S. registration statement on Form F-10 (the “U.S.
Prospectus Supplements”). The Canadian Prospectus Supplements and
Shelf Prospectus are available on SEDAR at www.sedar.com and the
U.S. Prospectus Supplements, the U.S. Shelf Prospectus and the U.S.
Registration Statement are available on EDGAR at www.sec.gov.
Closing of the Bought Deal and the Concurrent
Offering is subject to customary conditions including receipt of
the approval of the Toronto Stock Exchange and the New York Stock
Exchange. The closing of the Bought Deal and the Concurrent
Offering are not contingent on each other.
This news release does not constitute an offer
to sell or the solicitation of any offer to buy, nor will there be
any sale of these securities, in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such province, state or jurisdiction.
All dollar amounts referenced herein are in
Canadian dollars unless otherwise noted.
About Algonquin Power & Utilities
Corp.
APUC is a diversified international generation,
transmission and distribution utility with approximately U.S. $11
billion of total assets. Through its two business groups, APUC is
committed to providing safe, reliable and cost effective
rate-regulated natural gas, water, and electricity generation,
transmission and distribution utility services to approximately
805,000 connections in the United States and Canada, and is a
global leader in renewable energy through its portfolio of
long-term contracted wind, solar and hydroelectric generating
facilities representing over 2 GW of installed capacity and more
than 1.4 GW of incremental renewable energy capacity under
construction.
APUC strives to deliver continuing growth
through an expanding global pipeline of renewable energy, electric
transmission, and water infrastructure development projects,
organic growth within its rate-regulated generation, distribution
and transmission businesses, and the pursuit of accretive
acquisitions. APUC's common shares, Series A preferred shares, and
Series D preferred shares are listed on the Toronto Stock Exchange
under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. APUC's
common shares, Series 2018-A subordinated notes and Series 2019- A
subordinated notes are listed on the New York Stock Exchange under
the symbols AQN, AQNA and AQNB, respectively.
Visit APUC at www.algonquinpowerandutilities.com
and follow us on Twitter @AQN_Utilities.
Caution Regarding Forward-Looking
Information
Certain statements included in this news release
constitute ''forward-looking information'' within the meaning of
applicable securities laws in each of the provinces of Canada and
the respective policies, regulations and rules under such laws and
''forward-looking statements'' within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995 (collectively,
''forward-looking statements"). The words "will", “intends”,
"expects", "anticipates" and similar expressions are often intended
to identify forward-looking statements, although not all
forward-looking statements contain these identifying words.
Specific forward-looking statements contained in this news release
include, but are not limited to, statements regarding the closing
date of the Offerings and the expected use of the net proceeds
therefrom, expectations regarding the Company’s capital program and
the planned suspension of its ATM Program. These statements are
based on factors or assumptions that were applied in drawing a
conclusion or making a forecast or projection, including
assumptions based on historical trends, current conditions and
expected future developments. Since forward-looking statements
relate to future events and conditions, by their very nature they
require making assumptions and involve inherent risks and
uncertainties. APUC cautions that although it is believed that the
assumptions are reasonable in the circumstances, these risks and
uncertainties give rise to the possibility that actual results may
differ materially from the expectations set out in the
forward-looking statements. Material risk factors include those set
out in APUC's most recent annual and interim management's
discussion and analysis and most recent annual information form.
Given these risks, undue reliance should not be placed on these
forward-looking statements, which apply only as of the date hereof.
Other than as specifically required by law, APUC undertakes no
obligation to update any forward-looking statements to reflect new
information, subsequent or otherwise.
Investor Enquiries, please
contact:
Amelia Tsang Vice President, Investor Relations
Algonquin Power & Utilities Corp. 354 Davis Road, Oakville,
Ontario, L6J 2X1 E-mail: InvestorRelations@APUCorp.com Telephone:
(905) 465-4500
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