Enterprising Investor
2 weeks ago
Algonquin Power & Utilities Corp. Announces 2025 First Quarter Financial Results; Plans to Host Investor Update Call on June 3 (5/09/25)
OAKVILLE, Ontario--(BUSINESS WIRE)--Algonquin Power & Utilities Corp. (TSX/NYSE: AQN) (“AQN” or the “Company”) announced today financial results for the first quarter ended March 31, 2025. All amounts are shown in United States dollars (“U.S. $” or “$”), unless otherwise noted.
“The Company recorded a constructive first quarter of 2025 with notable year-over-year improvements in our key financial metrics. Our results were solid, reflecting the strength of our core regulated utility operations, even when accounting for one-time items that contributed positive tailwinds,” said Rod West, Chief Executive Officer of AQN. “Since stepping into the role in early March, I have quickly gotten up to speed and I am encouraged by the opportunities ahead. I look forward to providing a further investor update on June 3.”
[tables deleted]
First Quarter 2025 Operational Results and Corporate Actions
Regulated Services Group saw growth from implementation of new rates and a non-recurring depreciation true up — The Regulated Services Group recorded first quarter 2025 year-over-year growth in net earnings of approximately 43%, primarily due to the implementation of new rates at several of the Company's electric, water and gas utilities, as well as a favourable non-recurring $8.2 million depreciation true up related to constructive regulatory orders. The Company also benefited from reduced interest expense as a result of repayment of debt with the proceeds of the sale of the Company's renewable energy business (excluding hydro) and the sale of its 42.2% ownership stake in Atlantica Sustainable Infrastructure plc ("Atlantica").
First quarter net earnings positively impacted by additional non-recurring tax step-up — The Company benefited from a one-time $13.4 million income tax recovery stemming from a tax basis step-up during the Hydro Group's reorganization related to the sale of the Company's renewable energy business.
Regulatory schedule progressing as the Company obtains conclusive orders in four separate rate cases — During the first quarter of 2025, the Company obtained conclusive orders, primarily by way of approved settlements, at its Midstates Gas (Missouri), Missouri Water, Arkansas Water and Granite State Electric utilities. Authorized revenue increases for these cases total approximately $22.3 million in aggregate.
Corporate Group net earnings impacted due to sale of Atlantica — The Corporate Group’s net earnings were negatively impacted by the sale of the Company's ownership stake in Atlantica and the loss of related dividends. The repayment of debt with the proceeds of the Atlantica sale contributed to interest expense reductions across the Regulated Services Group and Corporate Group segments, which partly offset the loss of Atlantica dividends.
Sale of the renewable energy business marks key achievement in strategic transition to pure-play regulated utility — On January 8, 2025, the Company completed the sale of its renewable energy business (excluding hydro) to a wholly-owned subsidiary of LS Power for proceeds of approximately $2.1 billion, after subtracting taxes, transaction fees and other preliminary closing adjustments, including an adjustment for estimated remaining completion costs for in-construction assets.
Approximately $1.95 billion of such proceeds were received upon the closing of the transaction and approximately $150 million of such proceeds are currently expected to be received at a later date in 2025 upon monetization of tax attributes on certain in-construction projects.
Leadership transition supports AQN's ongoing transformation — On March 7, 2025, Roderick (Rod) West joined the Company as Chief Executive Officer, and Brian Chin, Vice President of Investor Relations, assumed the role of Interim Chief Financial Officer. A nationally recognized search firm has been engaged to assist in identifying a permanent Chief Financial Officer.
Investor Update scheduled for June 3, 2025 — Consistent with comments made on the previous earnings call regarding an approximately 90-day review period for the incoming management team, the Company plans to hold an investor update on June 3, 2025, at 1:30 p.m. ET, hosted by Chief Executive Officer, Rod West, and Interim Chief Financial Officer and Vice President of Investor Relations, Brian Chin. The update is expected to include the Company's forward-looking financial outlook. Details for the call and accompanying webcast are below.
AQN's unaudited interim condensed consolidated financial statements for the three months ended March 31, 2025, and management discussion & analysis for the three months ended March 31, 2025, (the "Interim MD&A") will be available on its website at www.AlgonquinPower.com and in its corporate filings on SEDAR+ at www.sedarplus.com (for Canadian filings) and EDGAR at www.sec.gov/edgar (for U.S. filings).
Earnings Conference Call
AQN will hold an earnings conference call at 8:30 a.m. eastern time on Friday, May 9, 2025, hosted by Chief Executive Officer, Rod West, and Interim Chief Financial Officer and Vice President, Investor Relations, Brian Chin.
Date:
Friday, May 9, 2025
Time:
8:30 a.m. ET
Conference Call:
Toll Free Dial-In Number:
1 (800) 715-9871
Toll Dial-In Number:
1 (647) 932-3411
Conference ID:
4990414
Webcast:
https://edge.media-server.com/mmc/p/fyef9ok5
Presentation also available at: www.algonquinpower.com
Investor Update Call
AQN will hold an investor update at 1:30 p.m. eastern time on Tuesday, June 3, 2025, hosted by Chief Executive Officer, Rod West, and Interim Chief Financial Officer and Vice President, Investor Relations, Brian Chin.
Date:
Tuesday, June 3, 2025
Time:
1:30 p.m. ET
Conference Call:
Toll Free Dial-In Number:
1 (800) 715-9871
Toll Dial-In Number:
1 (647) 932-3411
Conference ID:
7105211
Webcast:
https://edge.media-server.com/mmc/p/6hxz6o7y
Presentation also available at: www.algonquinpower.com
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
https://www.businesswire.com/news/home/20250509766020/en/Algonquin-Power-Utilities-Corp.-Announces-2025-First-Quarter-Financial-Results-Plans-to-Host-Investor-Update-Call-on-June-3
Enterprising Investor
4 months ago
Algonquin Power & Utilities Corp. Announces Leadership Transition (1/31/25)
Rod West appointed Chief Executive Officer, succeeding Chris Huskilson
OAKVILLE, Ontario--(BUSINESS WIRE)--Algonquin Power & Utilities Corp. (TSX/NYSE: AQN) (“AQN”, “Algonquin” or the “Company”) announced today that Rod West will join AQN as Chief Executive Officer, effective March 7, 2025. Chris Huskilson will step down as CEO and will continue in his role as a member of the Board.
Mr. West most recently served as Group President, Utility Operations for Entergy, where he was responsible for the operational and financial performance of Entergy’s five operating companies. During his 25 years at Entergy, Mr. West oversaw electric and natural gas distribution, customer service operations, the utility’s engagement with federal, state and local regulators, shared services functions, and regulated retail commercial development and innovation. His tenure also included leading Entergy New Orleans’ rebuild after Hurricane Katrina.
“Algonquin is in the process of transitioning to a pure-play regulated utility and Rod is the right person to lead the Company forward at this important time,” said Randy Laney, Chairman of the Board of Directors of AQN. “The Board and I are delighted to welcome Rod as Algonquin’s incoming CEO. We are confident Rod’s deep experience and track record of delivering outstanding customer service and creating value in the regulated utility industry will accelerate the Company’s transformation for the benefit of our customers, shareholders, and the entire Algonquin team. We are excited about Algonquin’s future and look forward to working closely with Rod and the management team to execute our strategy and unlock value for our stakeholders.”
Mr. Laney concluded, “We would also like to thank Chris for stepping in as CEO and making substantial and concrete progress in executing the Company’s value-enhancing strategic plan, including the sale of the Company’s interest in Atlantica, the carve-out and sale of our renewable energy business (excluding hydro), and taking initial steps to optimize Algonquin’s cost structure and operational efficiency. We are deeply grateful for all his efforts and achievements in moving the Company down the path towards a brighter future.”
“Algonquin has undergone a transformation and there’s significant opportunity to advance its position as a pure-play regulated utility,” said Mr. West. “I am excited to begin working alongside the Algonquin team as we continue to transition the Company to create sustainable and meaningful value for its stakeholders.”
Mr. Huskilson added, “It was a privilege to step in as CEO of Algonquin and I am proud of what the team has accomplished. There is no doubt Rod has the right set of leadership skills, expertise, and vision to lead the Company to new heights as a regulated utility, and I am committed to facilitating a smooth transition as we embark on this new chapter.”
About Rod West
Rod West served as Group President, Utility Operations for Entergy since 2017. In that role, he was responsible for the operational and financial performance of Entergy’s five operating companies. He oversaw the company’s electric and natural gas distribution, customer service operations, the utility’s engagement with state and local regulators, and regulated retail commercial development and innovation.
Mr. West previously served as Executive Vice President and Chief Administrative Officer at Entergy from 2010-2017, where his responsibilities included the company’s shared services functions supporting utility, nuclear and wholesale operations, including finance operations, supply chain, business processes, administrative services, information technology, human resources and administration, federal policy, regulatory and governmental affairs, and corporate communications. West also led the development and execution of the company’s environmental strategy.
As president and CEO of Entergy New Orleans from 2007-2010, Mr. West led the company out of its post-Hurricane Katrina bankruptcy and back to profitability. He helped lead Entergy’s ongoing effort to replace nearly 850 miles of underground pipe damaged after Hurricane Katrina, an effort recognized as the 2009 Global Infrastructure Project of the Year by Platts Global Energy Awards.
He earned his Juris Doctor and MBA from Tulane University. Mr. West also has a bachelor's degree from the University of Notre Dame, where he lettered three years and played linebacker and tight end for Coach Lou Holtz and the Fighting Irish's 1988 National Championship football team.
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
https://www.businesswire.com/news/home/20250131953763/en/Algonquin-Power-Utilities-Corp.-Announces-Leadership-Transition/
Enterprising Investor
9 months ago
LS Power Agrees to Acquire Large Scale Renewable Energy Business from Algonquin Power & Utilities Corp. (8/09/24)
NEW YORK, Aug. 9, 2024 /PRNewswire/ -- LS Power, a leading development, investment and operating company focused on the North American power and energy infrastructure sector, today announced it has reached an agreement with Algonquin Power & Utilities Corp. (TSX/NYSE: AQN) ("AQN") to acquire its renewable energy business (the "Renewables Business").
The Renewables Business is comprised largely of wind and solar assets located throughout the United States and Canada, including 44 operating assets with more than 3,000 megawatts (MW) of generating capacity and an 8,000 MW pipeline of wind, solar, battery energy storage and renewable natural gas projects in various stages of development.
Approximately 2,700 MW of the portfolio's assets are located in the U.S., across NYISO, MISO, PJM, ERCOT and CAISO markets, with the remaining 300 MW located in Canada.
"This represents a significant strategic investment in and expansion of LS Power's renewable energy portfolio," said Paul Segal, CEO of LS Power. "This business complements our existing fleet of more than 19,000 MW of top-performing renewable, energy storage, flexible gas and renewable fuels projects. We believe this platform will play a significant role in meeting the challenges of rising electric demand and advancing the energy transition."
The Renewables Business will join LS Power's existing portfolio of energy transition platforms, including:
- REV Renewables, a leader in renewable generation and energy storage
- EVgo, a fast-charging network for electric vehicles, powered by 100% renewable energy
- CPower Energy Management, a leading, national distributed energy resource monetization and virtual power plant services business
- Rise Light & Power, New York City's largest generator and developer of clean energy infrastructure including battery storage and offshore wind interconnection
- Primary Renewable Fuels, a leading waste-to-renewable natural gas development and operating platform
- Endurant Energy, a provider of distributed energy infrastructure
- LS Power Transmission, a leading private transmission owner and developer with 780+ miles of high-voltage transmission lines operating and 350+ miles and multiple substations under development or construction
- LS Power Generation, a large scale dispatchable generation platform providing energy, reliability and flexibility to the grid
The transaction is expected to close in Q4 2024 or Q1 2025 and is subject to the satisfaction of customary closing conditions, including the approval of the U.S. Federal Energy Regulatory Commission and approval under applicable competition laws.
Milbank LLP is serving as legal advisor and Scotiabank and BMO Capital Markets Corp. are serving as financial advisors to LS Power on the acquisition.
About LS Power
Founded in 1990, LS Power is a premier development, investment, and operating company focused on the North American power and energy infrastructure sector, with leading platforms across generation, transmission and energy transition solutions. Since inception, LS Power has developed or acquired 47,000 MW of power generation, including utility-scale solar, wind, hydro, battery energy storage, and natural gas-fired facilities. Additionally, LS Power Grid has built 780+ miles of high-voltage transmission, with 350+ miles and multiple grid infrastructure projects currently under construction or development. LS Power actively invests in and scales businesses that are accelerating the energy transition, including electric vehicle charging, demand response, distributed energy resources, renewable fuels and other essential energy infrastructure. Over the years, LS Power has raised $59 billion in debt and equity capital to support North American infrastructure. For information, please visit www.LSPower.com.
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively. Visit AQN at www.algonquinpower.com and follow us on Twitter @AQN_Utilities.
https://www.prnewswire.com/news-releases/ls-power-agrees-to-acquire-large-scale-renewable-energy-business-from-algonquin-power--utilities-corp-302218817.html
Enterprising Investor
9 months ago
Algonquin Power & Utilities Corp. Announces 2024 Second Quarter Financial Results (8/09/24)
Continuing Ongoing Strategic Transition to a Pure-Play Regulated Utility
Company to Hold Second Quarter Earnings Conference Call at 8:30 am E.T.
OAKVILLE, ON, Aug. 9, 2024 /PRNewswire/ - Algonquin Power & Utilities Corp. (TSX: AQN) (NYSE: AQN) ("AQN" or the "Company") announced today financial results for the second quarter ended June 30, 2024. All amounts are shown in United States dollars ("U.S. $" or "$"), unless otherwise noted.
"In the second quarter we continued to make significant progress on our path towards a pure play regulated utility, which we expect to enable us to create long term value and increase our quality of earnings," said Chris Huskilson, CEO of AQN. "As announced separately today, we have entered into an agreement with LS Power to sell our renewable energy business for up to $2.5 billion in cash, a compelling value for a business with strong assets and scale. This major milestone, coupled with our previously announced agreement to support the sale of our Atlantica shares, delivers on our plan to transform AQN into a pure play regulated utility, optimize our regulated business activities, strengthen our balance sheet, and enhance our quality of earnings. With these key objectives in mind, we have also reduced our expected capital expenditures and dividend to enable even greater financial flexibility. As we look forward, we are committed to reducing our need for external funding, improving returns on significant investments already made, and supporting a healthy dividend payout. We are confident that all of these measures strongly support our objective to create long term value for our customers and shareholders."
Second Quarter Financial Results
- Second Quarter Net Utility Sales and Net Energy Sales1 of $474.9 million, no percentage change;
- Second Quarter Adjusted EBITDA1 of $311.0 million, an increase of 12%;
- Second Quarter Adjusted Net Earnings1 of $65.2 million, an increase of 16%; and
- Second Quarter Adjusted Net Earnings1 per common share of $0.09, an increase of 13%, in each case on a year-over-year basis.
[tables deleted]
Second Quarter 2024 Highlights
Regulated Services Group saw second consecutive quarter of growth due to implementation of new rates and higher HLBV income – The Regulated Services Group recorded second quarter year-over-year growth in Divisional Operating Profit of 6% (see "Non-GAAP Measures" below). The increase was primarily due to the implementation of new rates at several of the Company's electric, gas and water systems, as well as higher Hypothetical Liquidation at Book Value ("HLBV") income of approximately $13.8 million at the Empire Electric System as a result of normalized wind resources and higher production tax credit ("PTC") rates. This growth was partially offset by higher operating expenses and one-time revenues in the second quarter of 2023 from a retroactive rate increase at CalPeco Electric.
Year-over-year growth in the Renewable Energy Group was led by contributions from new facilities – The Renewable Energy Group recorded second quarter year-over-year growth in Divisional Operating Profit of 33% (see "Non-GAAP Measures" below). The increase was primarily due to the resumption of weather-normalized production across the Canadian and U.S. wind facilities, higher equity income from the Texas Coastal Wind Facilities, and contributions from new wind facilities, Deerfield II and Sandy Ridge II. This growth was partially offset by the sale of the Windsor Locks Thermal Facility and development costs due to the consolidation of development activities as part of the Company's business simplification initiative.
Optimizes investment of Atlantica, through its sale to Energy Capital Partners – On May 27, 2024, the Company entered into a support agreement (the "Support Agreement") with a private limited company ("Bidco"), which is controlled by Energy Capital Partners, and Atlantica Sustainable Infrastructure plc ("Atlantica"). Pursuant to the Support Agreement, the Company and its subsidiary Liberty (AY Holdings) B.V., which holds approximately 42.2% of the outstanding ordinary shares of Atlantica, agreed, subject to the terms of the Support Agreement, to cause such shares to be voted in favour of the proposed acquisition by Bidco of 100% of the ordinary shares of Atlantica for $22.00 per share in cash. The purchase price represents an 18.9% premium to Atlantica's closing share price on April 22, 2024, the last trading day prior to the emergence of market rumours regarding a potential acquisition of Atlantica. The Company expects to use the proceeds to help reduce debt and recapitalize the Company's balance sheet as part of its ongoing strategic transition to a pure play regulated utility. On August 8, 2024, Atlantica announced that it had completed the requisite meetings of its shareholders to approve its acquisition by Energy Capital Partners and a group of co-investors. Based upon the preliminary results of these meetings, the Transaction received all requisite approvals of Atlantica's shareholders.
Successfully remarketed green equity units to further reduce debt levels – On March 28, 2024, the Company successfully remarketed its $1.15 billion aggregate principal amount of 1.18% Senior Notes due June 15, 2026 (the "Notes"). The Notes were originally issued in June 2021, together with the related purchase contracts (the "Purchase Contracts"), as a component of the Company's corporate units. The proceeds from the remarketing of the Notes were used to purchase a portfolio of treasury securities that matured on June 13, 2024. The funds generated upon maturity of the treasury portfolio were used on June 17, 2024 to settle the Purchase Contracts. In connection with the settlement of the Purchase Contracts, the Company issued approximately 76.9 million common shares for proceeds of $1.15 billion. The Company used the proceeds to reduce existing indebtedness of the Company and its subsidiaries and for general corporate purposes.
New Customer First system implemented - AQN recently completed the implementation of an integrated customer solution platform, which includes customer billing, enterprise resource planning systems and asset management systems.
Corporate Actions
Common share dividend adjusted to a more sustainable level – The Company has declared a third quarter 2024 dividend of $0.065, representing a reduction of approximately 40% compared to its second quarter 2024 dividend, and representing an annualized dividend of $0.26 per common share. This decision is intended to create longer term value for shareholders as the Company focuses on improving its earnings and capital sustainability in a higher cost of capital environment.
Capital spending to be reduced in the near-term – AQN plans to restrain its Regulated Services Group capital expenditures to slightly above maintenance requirements while pursuing timely recovery of and on current investments made on behalf of customers.
Active rate case calendar continues - 2024 represents the most active rate case schedule in the Company's history. In addition to already filed rate cases, AQN plans to make additional filings at its Empire Electric (Missouri) Utility System, CalPeco Electric System, St. Lawrence Gas System, Litchfield Park Water & Sewer System, and New England Natural Gas System in the second half of 2024 or the first half of 2025. The timing of filing of these rate cases is dependent on, among other things, the successful adoption and use of the recently deployed customer solution technology platform.
Renewable Energy Group Sale to LS Power
In a separately issued press release, AQN today announced that it has entered into an agreement with LS Power to sell the Company's renewable energy business (excluding hydro) for up to $2.5 billion in cash. The press release, as well as AQN's unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2024 and management discussion and analysis for the three and six months ended June 30, 2024 (the "Interim MD&A") will be available on its website at www.AlgonquinPower.com and in its corporate filings on SEDAR+ at www.sedarplus.com (for Canadian filings) and EDGAR at www.sec.gov/edgar (for U.S. filings).
Earnings Conference Call
AQN will hold an earnings conference call at 8:30 a.m. eastern time on Friday, August 9, 2024, hosted by Chief Executive Officer, Chris Huskilson, and Chief Financial Officer, Darren Myers.
Date:
Friday, August 9, 2024
Time:
8:30 a.m. ET
Conference Call:
Toll Free Dial-In Number
1 (800) 715-9871
Toll Dial-In Number
1 (647) 932-3411
Conference ID
9608227
Webcast:
https://edge.media-server.com/mmc/p/q3hkjcp5
Presentation also available at: www.algonquinpower.com
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
https://www.prnewswire.com/news-releases/algonquin-power--utilities-corp-announces-2024-second-quarter-financial-results-302218797.html
Enterprising Investor
9 months ago
Algonquin Power & Utilities Corp. Agrees to Sell Renewable Energy Business to LS Power for up to $2.5 Billion (8/09/24)
Transaction Unlocks AQN's Value as a Pure-Play Regulated Utility
Proceeds Expected to Recapitalize Balance Sheet and Position Company for Future Growth
Company to Hold Second Quarter Earnings Conference Call at 8:30 am E.T.
OAKVILLE, ON, Aug. 9, 2024 /PRNewswire/ - Algonquin Power & Utilities Corp. (TSX/NYSE: AQN) ("AQN" or the "Company") announced today that it has entered into a definitive agreement to sell its renewable energy business (excluding hydro) to a wholly-owned subsidiary of LS Power (the "Buyer") for total consideration of up to $2.5 billion. All amounts are shown in United States Dollars.
"We are pleased to announce this important transaction with LS Power, which is the result of a highly competitive strategic sale process," said Chris Huskilson, CEO of AQN. "This major milestone, coupled with our previously announced agreement to support the sale of our Atlantica shares, delivers on our plan to transform AQN into a pure play regulated utility, optimize our regulated business activities, strengthen our balance sheet, and enhance our quality of earnings. We are confident that our path towards a pure play regulated utility supports our objective to create long term value for our customers and shareholders."
Mr. Huskilson concluded, "The renewable energy business is a compelling and competitive business with scale and strong assets. That strength is a direct result of our employees' hard work and dedication over the last three-plus decades, and I want to thank them for being an integral part of that effort. AQN and LS Power will work closely together to ensure a smooth transition."
Transaction Details, Approvals and Timing to Close
On August 9, 2024, the Company entered into an agreement to sell the renewable energy business (excluding hydro) to the Buyer for total consideration of up to $2.5 billion excluding debt, consisting of $2.28 billion of cash at closing (subject to certain closing adjustments) and up to $220 million of cash pursuant to an earn out agreement relating to certain wind assets (the "Earn Out"). The purchase price represents a compelling value relative to other precedent transactions. The transaction was unanimously approved by the Company's board of directors.
The sale is subject to the satisfaction of customary closing conditions, including the approval of the U.S. Federal Energy Regulatory Commission and approval under applicable competition laws. The Company expects the transaction to close in the fourth quarter of 2024 or the first quarter of 2025 and to receive estimated cash proceeds of approximately $1.6 billion (excluding the Earn Out) after repaying construction financing, and net of taxes, transaction fees and other closing adjustments.
J.P. Morgan served as the exclusive financial advisor to AQN in connection with the transaction.
Second Quarter Financial Results
In a separate release issued today, the Company announced financial results for the second quarter ended June 30, 2024. The earnings conference call will be held at 8:30 a.m. Eastern Time on Friday, August 9, 2024, by Chief Executive Officer, Chris Huskilson, and Chief Financial Officer, Darren Myers.
Date:
Friday, August 9, 2024
Time:
8:30 a.m. ET
Conference Call:
Toll Free Dial-In Number
1 (800) 715-9871
Toll Dial-In Number
1 (647) 932-3411
Conference ID
9608227
Webcast:
https://edge.media-server.com/mmc/p/q3hkjcp5
Presentation also available at: www.algonquinpower.com
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
https://www.prnewswire.com/news-releases/algonquin-power--utilities-corp-agrees-to-sell-renewable-energy-business-to-ls-power-for-up-to-2-5-billion-302218796.html
Enterprising Investor
9 months ago
Algonquin Power & Utilities Corp. Announces Its Support for Energy Capital Partners' Proposed Acquisition of Atlantica (5/28/24)
AQN Makes Progress Towards Strategic Transformation to Pure-Play Regulated Utility
OAKVILLE, ON, May 28, 2024 /PRNewswire/ - Algonquin Power & Utilities Corp. (TSX: AQN) (NYSE: AQN) ("AQN" or the "Company") today announced it has entered into a support agreement (the "Support Agreement") with a private limited company ("Bidco"), which is controlled by Energy Capital Partners, and Atlantica Sustainable Infrastructure plc (NASDAQ: AY) ("Atlantica"). AQN and its subsidiary Liberty (AY Holdings) B.V., which holds approximately 42.2% of the shares of Atlantica, have agreed, subject to the terms of the Support Agreement, to cause such shares to be voted in favour of a transaction agreement (the "Transaction Agreement") separately announced today by Atlantica and Bidco.
Bidco has agreed, subject to the terms of the Transaction Agreement, to acquire 100% of the shares of Atlantica for $22.00 per share in cash (the "Transaction"). The purchase price represents an 18.9% premium to Atlantica's closing share price on April 22, 2024, the last trading day prior to the emergence of market rumours regarding a potential acquisition of Atlantica. Further, the purchase price represents a 21.8% premium to the 30-day volume weighted average trading price as of April 22, 2024. The Transaction values Atlantica at an equity value of approximately $2,555 million, valuing AQN's 42.2% stake at approximately $1,077 million. AQN expects the proceeds will be used to help reduce debt and recapitalize its balance sheet as part of its ongoing strategic transition to a pure play regulated utility. All dollar references are to U.S. dollars.
Chris Huskilson, CEO of AQN, said, "One of my first priorities on being appointed Interim CEO was optimizing the value of our investment in Atlantica. Supporting this agreement helps realize that goal. We are pleased that Atlantica's strategic review has resulted in a constructive conclusion. The exit of our financial investment in Atlantica is another step forward in our strategic transition as we simplify our structure and focus on becoming a pure-play regulated utility."
Shareholder and Regulatory Approvals / Transaction Details
The Transaction is expected to be completed pursuant to a scheme of arrangement (the "Scheme") under the U.K. Companies Act 2006. The Transaction is subject to, among other conditions, approval by Atlantica's shareholders of the Scheme, sanction of the Transaction by the High Court of Justice of England and Wales, and regulatory approvals in different jurisdictions, including clearance under the Hart-Scott-Rodino Act, by the Committee on Foreign Investment in the United States and by the Federal Energy Regulatory Commission in the United States.
Atlantica expects the Transaction to close in the fourth quarter of 2024 or early first quarter of 2025.
About Algonquin Power & Utilities Corp.
Algonquin Power & Utilities Corp. is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares, Series 2019-A subordinated notes and equity units are listed on the New York Stock Exchange under the symbols AQN, AQNB, and AQNU, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
Financial and Legal Advisors
J.P. Morgan Securities LLC was the exclusive financial advisor to AQN and Weil, Gotshal & Manges LLP acted as legal advisor to AQN.
https://www.prnewswire.com/news-releases/algonquin-power--utilities-corp-announces-its-support-for-energy-capital-partners-proposed-acquisition-of-atlantica-302156437.html
Enterprising Investor
9 months ago
Algonquin Power & Utilities Corp. to Add Brett Carter and Christopher Lopez to the Board of Directors (4/18/24)
OAKVILLE, ON, April 18, 2024 /PRNewswire/ - Algonquin Power & Utilities Corp. ("Algonquin", "AQN" or the "Company") (TSX: AQN) (NYSE: AQN) today announced that its Board of Directors (the "Board") intends to add Brett Carter, former Executive Vice President and Group President, Utilities and Chief Customer Officer of Xcel Energy Inc., and Christopher Lopez, outgoing Executive Vice President, Chief Financial and Regulatory Officer of Hydro One Limited, to the Board. During the first quarter's ordinary nominee review process for Algonquin's 2024 Annual Meeting of Shareholders (the "Annual Meeting"), Masheed Saidi had advised the Board that she does not intend to stand for reelection. In addition, Kenneth Moore, the Chair of the Board, has informed the Board of his intention to retire effective as of the Annual Meeting and he will therefore not stand for reelection. As a result, following the Annual Meeting, Algonquin's Board will continue to be comprised of nine directors.
In connection with the Board appointments, the Company and Starboard Value LP (together with its affiliates, "Starboard"), which own approximately 9.0% of Algonquin's outstanding common shares, have entered into a cooperation agreement (the "Agreement") dated April 18, 2024. Pursuant to the Agreement, Starboard has withdrawn its previously-announced director nominations for election and agreed to support the Company's nominees for election at the Annual Meeting. In addition, Starboard and the Company have agreed to customary standstill, voting and other provisions related to, among other things, the composition of the Board and committees of the Board, expiring in advance of the Company's 2025 annual meeting of shareholders. Starboard and the Company have also entered into a non-disclosure agreement for purposes of sharing information and having discussions relating to the pursuit of a sale of the Company's renewable energy business and the Company's CEO search.
"We appreciate the opportunity we have had to engage with our shareholders and gather valuable input on Board composition over the past year," said Mr. Moore. "Both Brett and Chris bring unique perspectives to the Algonquin Board, collectively possessing a wealth of additive expertise in areas such as utility operations, regulatory matters, corporate finance, information technology, and cyber and physical security. We remain committed to refreshing our Board to support the Company's strategic transformation into a pure play regulated utility to enhance shareholder value."
Jeff Smith, Chief Executive Officer of Starboard, commented, "Throughout our engagement with Algonquin, we have appreciated the open dialogue with management. Algonquin is a great company with a strong portfolio of businesses and tremendous opportunities for value creation. We believe Brett and Chris bring key experience and insight that will complement the rest of the Board and support the management team's pursuit of the Company's strategic objectives. As a significant investor, we look forward to continuing to work constructively with Algonquin."
Christopher Huskilson, Interim Chief Executive Officer and member of the Algonquin Board, said, "On behalf of Algonquin and the Board, I want to thank Ken and Masheed for their outstanding contributions to our Board over the last 14 and 10 years, respectively. Ken has served our Board with distinction, including as our Chair. Masheed brought a wealth of knowledge in the energy and utility sectors that has added meaningfully to our strategy. Their retirements are well-earned and we wish them all the best. We have enjoyed the constructive relationship with Starboard and look forward to benefitting from the valuable insights and fresh perspectives that these new additions bring to the Board."
A copy of the Agreement will be filed on SEDAR+ at www.sedarplus.com and on Form 6-K with the United States Securities and Exchange Commission.
J.P. Morgan is serving as financial advisor to Algonquin and Blake, Cassels & Graydon LLP and Weil, Gotshal & Manges LLP are serving as legal counsel. Olshan Frome Wolosky LLP is serving as legal counsel to Starboard.
About Brett C. Carter
Brett C. Carter was the Executive Vice President and Group President, Utilities and Chief Customer Officer of Xcel Energy Inc. from March 2022 to October 2023. Prior to that, Mr. Carter served as Xcel's Executive Vice President and Chief Customer and Innovation Officer. Mr. Carter also has extensive experience in serving in key operational leadership positions at Bank of America and Duke Energy Company. He serves as a director of Graco Inc., a position held since February 2021. Mr. Carter holds a B.S. in accounting from Clarion University of Pennsylvania and an MBA with a concentration in marketing from the University of Pittsburgh. He also completed the Harvard Business School Advanced Management Program.
About Christopher Lopez
Christopher Lopez has served as Executive Vice President, Chief Financial and Regulatory Officer at Hydro One Limited since April 2023. Mr. Lopez joined Hydro One in 2016 and has served as its Chief Financial Officer as well as other key leadership roles. Mr. Lopez also has experience in mergers and acquisitions and clean energy finance from his time served as Vice President, Corporate Planning and Mergers & Acquisitions at TransAlta Corporation from 2011 to 2015, in addition to various other senior financial roles since he joined TransAlta in 1999. Mr. Lopez received a Bachelor of Business degree from Edith Cowan University in Australia, and he holds a Chartered Accountant designation. He is a Graduate member of the Australian Institute of Company Directors and has completed the CFO Leadership Program at Harvard Business School.
About Starboard Value LP
Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.
About Algonquin Power & Utilities Corp. and Liberty
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility with approximately $18 billion of total assets. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, AQN owns, operates, and/or has net interests in over 4 GW of installed renewable energy capacity.
AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares, Series 2019-A subordinated notes and equity units are listed on the New York Stock Exchange under the symbols AQN, AQNB, and AQNU, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
https://www.prnewswire.com/news-releases/algonquin-power--utilities-corp-to-add-brett-carter-and-christopher-lopez-to-the-board-of-directors-302121535.html
Enterprising Investor
1 year ago
Starboard Value Nominates Three Highly Qualified and Independent Candidates for Election to Algonquin Power’s Board of Directors (3/22/24)
NEW YORK--(BUSINESS WIRE)--Starboard Value LP (together with its affiliates, “Starboard” or “we”) is the largest shareholder of Algonquin Power & Utilities Corp. (NYSE: AQN) (TSE: AQN) (“Algonquin” or the “Company”) with an ownership stake of approximately 9.0%. Today, Starboard announced that it has nominated three highly qualified candidates (the “Starboard Nominees”) for election to the Company’s Board of Directors (the “Board”) at the 2024 Annual General Meeting of Shareholders (the “Annual Meeting”), which has been scheduled for June 4, 2024. The Starboard Nominees are Brett Carter, Chris Lopez and Rob Schriesheim.
In connection with its nominations, Starboard sent the below letter to the members of the Board.
March 21, 2024
Board of Directors
Algonquin Power & Utilities Corp.
354 Davis Road
Oakville, Ontario
Canada L6J 2X1
Dear Members of the Board,
As you know, Starboard Value LP (together with its affiliates, “Starboard”) is the largest shareholder of Algonquin Power & Utilities Corp. (“Algonquin” or the “Company”), with an ownership stake of approximately 9.0%. We have spent a significant amount of time with certain members of the Board of Directors (the “Board”) and management over the past year. After substantial work on our part, the Company has made several important changes, such as a Chief Executive Officer change and initiating a strategic review that has not yet yielded a positive result. However, this has not been an easy engagement, with certain influential members of the Board impeding progress and the majority of the Board either passive or complicit.
Algonquin is at a critical juncture – it is currently in the process of selecting its next CEO and is exploring a sale of its Renewable Energy Group (the “Unregulated Renewables” business). It is therefore essential that Algonquin have directors with the expertise, fresh perspective and shareholder-focused mindset to properly evaluate what may be a wide range of strategic options.
Unfortunately, the current Board has a long history of making value-destructive decisions. This is most clearly evidenced by the Board’s poor succession planning around former CEO Ian Robertson’s departure, the pursuit of the Kentucky Power acquisition (which, thankfully, was terminated because it could not receive regulatory approval), and careless management of the Company’s balance sheet, which led to a material reduction in the dividend. As a result, Algonquin’s stock has drastically underperformed its peers.1
Given the critical decisions and processes currently underway to recruit the next CEO and explore a sale of the Unregulated Renewables business, we have urged Board leadership for the better part of a year to work with us to refresh the Board with highly credentialed directors, including shareholder representatives and directors with relevant expertise unburdened by the poor decisions of the past. Unfortunately, these conversations with the Board have only confirmed our strong view that substantial change is necessary.
Therefore, we delivered a notice to the Company nominating highly-qualified director candidates for election at the upcoming Annual General Meeting of Shareholders, which the Company recently scheduled for June 4, 2024. At the meeting, we will be seeking to remove several long-serving directors with a history of presiding over some of the Company’s most value-destructive decisions and replace them with new highly-qualified directors who we believe would add substantial experience in best-in-class utility operations and complex financial and business transformations, and who bring a shareholder-focused mindset. Importantly, our proposed nominees would be acutely focused on smooth execution of the Unregulated Renewables and Atlantica processes, and would not, in any way, interfere with a value accretive transaction. To be clear, we are NOT looking to remove interim-CEO Chris Huskilson from his position as interim-CEO or from the Board.
We remain open to a constructive resolution, but our engagement with the Company over the past year has proven to us that new Board leadership is urgently required. We look forward to working with the Board and management to renew and strengthen the Board to oversee the Company’s exciting transformation.
Sincerely,
Jeffrey C. Smith
Managing Member
Starboard Value LP
Biographies of Starboard Nominees
Brett C. Carter most recently served as the Executive Vice President and Group President, Utilities and Chief Customer Officer of Xcel Energy Inc. (NASDAQ: XEL) (“Xcel”), a major U.S. electric and natural gas delivery company, from March 2022 to October 2023. He served as Xcel’s Executive Vice President and Chief Customer and Innovation Officer from May 2018 to March 2022. Prior to that, Mr. Carter served as Senior Vice President and Shared Services Executive, Global Technology and Operations, at Bank of America Corporation (NYSE: BAC) (“BAC”), a global financial services firm, from October 2015 to May 2018, and as Senior Vice President and Chief Operating Officer, Global Technology and Operations, at BAC from March 2015 to October 2015. Before joining BAC, Mr. Carter held several leadership roles at Duke Energy Corporation (NYSE: DUK) (“Duke”), a major U.S. energy company, from 2005 to 2015, including most recently as Senior Vice President and Chief Distribution Officer, Duke Energy Operations, from 2013 to March 2015. Prior to that, he served as President, Duke Energy Carolinas, as Senior Vice President, Customer Origination and Customer Service, and Vice President, Residential and Small Business Customers at Duke. Mr. Carter currently serves as a director of Graco Inc. (NYSE: GGG), a multi-national manufacturing company, since February 2021. Mr. Carter holds a B.S. in accounting from Clarion University of Pennsylvania and an MBA with a concentration in marketing from the University of Pittsburgh. He also completed the Harvard Business School Advanced Management Program.
Christopher Lopez currently serves as Executive Vice President, Chief Financial and Regulatory Officer at Hydro One Limited (TSX: H) (“Hydro One”), an electricity transmission and distribution company, since April 2023. Mr. Lopez joined Hydro One in 2016 and served as its Chief Financial Officer from May 2019 to April 2023, Acting Chief Financial Officer from September 2018 to May 2019 and Senior Vice President, Finance, from 2016 to 2018. Prior to that, Mr. Lopez served as Vice President, Corporate Planning and Mergers & Acquisitions at TransAlta Corporation (TSX: TA) (“TransAlta”), a clean energy solutions company, from 2011 to 2015, as Director of Operations Finance at TransAlta from 2007 to 2011, and in various senior financial roles with TransAlta from 1999 to 2007. At the start of his career, he worked as a financial accountant following the completion of the Graduate Leadership Development Program, with Rio Tinto Group. Mr. Lopez received a Bachelor of Business degree from Edith Cowan University in Australia, and he holds a Chartered Accountant designation. He is a Graduate member of the Australian Institute of Company Directors and has completed the CFO Leadership Program at Harvard Business School.
Robert A. Schriesheim is a multiple time public company director, CFO and corporate strategist who is an expert in restructuring and complex financial transactions. Mr. Schriesheim is currently the Lead Independent Director and Chair of the Audit Committee at Houlihan Lokey, Inc. (NYSE: HLI), a global investment bank, and serves on the board of directors of Skyworks Solutions, Inc. (NASDAQ: SWKS), a leading semiconductor products design and manufacturing company. Mr. Schriesheim has served as chairman of Truax Partners LLC, a consulting firm, since 2018, through which he partners with, and advises, boards, CEOs and institutional investors while serving as a director of public and private companies undergoing complex transformations. From 2018 until 2021, he served as a director of Frontier Communications Corporation (formerly NASDAQ: FTR) (n/k/a Frontier Communications Parent, Inc. (NASDAQ: FYBR)), a provider of communications services (“Frontier”), where he served as a member of the Audit Committee and as chairman of the Finance Committee, overseeing Frontier’s financial restructuring and reorganization, including its emergence from Chapter 11 in 2021. Mr. Schriesheim previously served as the Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (formerly NASDAQ: SHLD), an American holding company, from 2011 until 2016, and as the Chief Financial Officer of Hewitt Associates, Inc. (formerly NYSE: HEW), a global human resources consulting and outsourcing company, from 2010 until its sale in 2010. From 2006 to 2009, he served as Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (formerly NASDAQ: LWSN), an ERP software provider and as a board member from 2006 until its sale in 2011. Prior to that, he was affiliated with ARCH Development Partners, LLC, a seed stage venture capital fund and earlier he held executive positions at Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen and Brooke Group Ltd. From 2015 until its sale in 2019, he served as a director of NII Holdings, Inc. (formerly NASDAQ: NIHD), a wireless communications company. From 2018 to 2018, he also served as a director of Forest City Realty Trust, Inc. (formerly NYSE: FCE.A), a real estate investment trust, and served as the chair of its audit committee until its sale to Brookfield Asset Management. From 2007 until its sale in 2009 he served as a director, including as Co-Chairman, of MSC Software (NASDAQ: MSCS), a provider of simulation software and from 2004 until its sale in 2007 he served as a director of Dobson Communications (NASDAQ: DCEL), a rural cellular provider. He also currently serves as an Adjunct Associate Professor of Finance at The University of Chicago Booth School of Business concentrating in the area of corporate governance. Mr. Schriesheim earned an AB in Chemistry from Princeton University and an M.B.A. from the University of Chicago Booth School of Business.
About Starboard Value LP
Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.
Information in Support of Public Broadcast Solicitation
Starboard is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by Starboard, and not by or on behalf of the management of Algonquin. The participants in the solicitation are anticipated to be Starboard Value and Opportunity Master Fund III LP, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard X Master Fund II LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard G Fund, L.P., Starboard Value G GP, LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Peter A. Feld, Jeffrey C. Smith (which persons are collectively referred to in this section as “Starboard”), and the Starboard Nominees. The address of Algonquin is 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1.
Starboard has filed this news release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed a separate document containing the information required by Form 51-102F5 – Information Circular in respect of the Starboard Nominees, as required by section 9.2(6) of NI 51-102, on Algonquin’s company profile on SEDAR+ at www.sedarplus.ca.
In connection with the Annual Meeting, Starboard may file a dissident information circular in due course in compliance with applicable securities laws and intends to solicit proxies primarily by mail, but proxies may also be solicited personally by telephone, e-mail or other electronic means, as well as by newspaper or other media advertising or in person, by Starboard, certain of its members, partners, directors, officers and employees, the Starboard Nominees or Starboard’s agents, including a third party proxy solicitation agent and tabulation agent to assist with Starboard’s solicitation and to provide certain advisory and related services. Such solicitation agent has not yet been retained by Starboard. It is expected that, upon engagement of such agent, such agent’s responsibilities will include advising Starboard on governance best practices, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, advising with respect to meeting and proxy protocol, developing and implementing shareholder communication and engagement strategies, mailing of the Annual Meeting materials and vote tabulation. Starboard will pay such agent a fee to be determined, plus related expenses. In addition, Starboard may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws. Any members, partners, directors, officers or employees of Starboard and its affiliates or other persons who solicit proxies on behalf of Starboard will do so for no additional compensation.
The costs incurred in the solicitation will be borne by Starboard. However, to the extent permitted under applicable law, Starboard may seek reimbursement from Algonquin for Starboard’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the Annual Meeting.
Although no forms of proxy have been provided at this time, a registered holder of common shares of Algonquin that gives a proxy may revoke it by: (a) completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Starboard, or as otherwise provided in the applicable information circular; (b) depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be (i) at the registered office of Algonquin at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement thereof is to be held, or (ii) with the chairman of the Annual Meeting prior to its commencement on the day of the Annual Meeting or any adjournment or postponement thereof; or (c) revoking their proxy in any other manner permitted by law.
Although no forms of proxy have been provided at this time, a non-registered holder of common shares of Algonquin will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Annual Meeting.
To the knowledge of Starboard, none of Starboard, or any of its partners, managing members, directors or officers or any of its associates or affiliates, nor any of the Starboard Nominees or their respective associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Algonquin's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Algonquin or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise and subject to Algonquin disclosing the matters proposed to be acted on at the Annual Meeting, in any matter proposed to be acted on at the Annual Meeting, other than the election of directors to the Board or the appointment of the auditors.
_____________________________________
1Source: Capital IQ. Market data as of March 20, 2024. Performance is measured as total shareholder return adjusted for dividends across a 1Y, 3Y, and 5Y period for AQN vs. the average of its Regulated utility peer group. Regulated utility peer group includes AEE, AGR, AEP, CMS, CNP, CU, D, DTE, DUK, ED, EMA, ES, FTS, H, LNT, NEE, PNW, SO, SR, SRE, WEC, and XEL. Starboard has identified the aforementioned peers as the relevant peer set. Starboard believes these peers provide appropriate peer comparisons and align with the Company’s self-selected peer set as of its January 12, 2023 Investor Update presentation. This determination is subject to a certain degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.
https://www.businesswire.com/news/home/20240321229237/en/
Enterprising Investor
2 years ago
Starboard Sends Letter to Algonquin Power & Utilities Regarding Opportunities to Enhance Shareholder Value (7/06/23)
Believes a Properly Executed Sale of All or a Substantial Majority of the Company's Unregulated Renewables Business can Accelerate Efforts to Delever, Lower the Dividend Payout Ratio and Restore Investor Confidence
Delivers Specific Suggestions to Help Guide Algonquin's Publicly Disclosed Review Process for the Unregulated Renewables Business
Looks Forward to Continuing to Constructively Engage with the Board and its Strategic Review Committee
NEW YORK, July 6, 2023 /PRNewswire/ -- Starboard Value LP today issued the below letter to Algonquin Power & Utilities Corp. regarding opportunities to enhance shareholder value.
July 6, 2023
Kenneth Moore, Chair
Christopher Huskilson, Strategic Review Committee Chair
Algonquin Power & Utilities Corp.
354 Davis Road
Oakville, Ontario
Canada L6J 2X1
CC: Board of Directors
Arun Banskota, President and Chief Executive Officer
Darren Myers, Chief Financial Officer
Dear Chris and Ken,
Starboard Value LP (together with its affiliates, "Starboard" or "we") recently filed a Schedule 13D disclosing an economic ownership stake of approximately 7.5% in Algonquin Power & Utilities Corp. ("Algonquin" or the "Company"), making us the Company's largest shareholder. We appreciate the time that members of the Board of Directors (the "Board") and management have spent with us over the past several months.
As we have discussed, we believe Algonquin's Regulated Services Group is a top tier regulated utility that is currently valued at a substantial implied discount to peers pro forma for a potential sale of all or a substantial majority of the Company's unregulated renewables assets. Even without Algonquin's unregulated renewables business (the "Renewable Energy Group"), Algonquin is significantly greener than peers, with approximately one-third of its electric generation capacity coming from renewables and no coal exposure, compared to an average of 26% for its regulated utility peers1. Moreover, approximately 20% of Algonquin's rate base comes from its extremely valuable Regulated Water Reclamation and Distribution business (the "Water Utility"), which generally trade at double the multiples of Electric and Gas utilities2, compared to approximately zero water distribution exposure for Algonquin's peers. It is also important to highlight that Algonquin has historically grown its rate base faster than peers3, and we believe it has the opportunity to continue to grow faster than peers as a result of its unique global footprint of small-to-medium scale utilities. In other words, we believe the remaining regulated utility business, once the unregulated business is sold, should be highly attractive to public market investors.
Algonquin's valuation has been hampered by a number of factors, most notably excessive leverage and a high dividend payout ratio. Algonquin's high payout ratio, its recent dividend cut, its high proportion of unregulated assets, and scars from the recently-abandoned Kentucky Power deal have all combined to make Algonquin uninvestible for a large portion of traditional utility investors.
Fortunately, we believe these problems can be solved through a sale of all or a majority of the Renewable Energy Group. Pro forma for such a sale, we believe Algonquin would have lower leverage, a safer dividend, a greener asset base, and higher rate base growth than peers, and should be afforded a higher valuation.
As discussed, while there is tremendous upside to a sale of the Renewable Energy Group, it is critical that it be done in the right way and executed skillfully. Most importantly, the process should be driven by objectives for what Algonquin should look like following a divestiture of the Renewable Energy Group. In particular, we believe your key objectives should be:
Reduce leverage to industry-standard levels of approximately 5x gross leverage4. Once target leverage levels have been achieved, excess proceeds should be used to repurchase shares of Algonquin to drive EPS accretion.
Improve EPS as much as possible, so that the dividend payout ratio is in-line with peers, with room for increases. As we have discussed, we believe a target of 75 cents in FY 2025 EPS5 is achievable.
In our view, the best path to achieving these objectives is through a sale of the substantial majority of Algonquin's renewables assets, including the Company's ~42% stake in Atlantica Sustainable Infrastructure PLC ("Atlantica"). This could entail a sale of the entire Renewable Energy Group as a whole, or multiple transactions for the majority of the unregulated renewables assets, while keeping certain assets that have strategic value and would allow the Company to achieve even higher pro forma EPS, with an even greener asset base and a higher growth profile. In either case, the Company would receive a substantial influx of cash with which to pay down debt and repurchase shares. Algonquin would become, what we view as, a best-in-class mid-sized utility with a highly attractive financial profile where the significant majority of earnings come from stable, regulated businesses.
While the immediate priority is untangling the Company's unregulated renewables business in a manner that creates substantial value for shareholders, a close second is ensuring that shareholders can realize the potential of Algonquin's extremely valuable Water Utility. Pro forma for a renewables sale, approximately 20% of Algonquin's asset base will be from its Water Utility, making it one of the only companies in its peer group with any water reclamation and distribution exposure. Water utilities generally trade at massive premiums to Electric/Gas utilities. As such, we would expect Algonquin, with its Water Utility, to trade at a premium to other regulated utilities. If it does not, Algonquin has the opportunity to create substantial additional value through a separation of the Water Utility business. For example, if, following the sale of the Renewable Energy Group, Algonquin were to also sell its Water Utility and use the majority of the proceeds to repurchase shares, we believe that it could increase pro forma EPS to nearly 90 cents6. Even after selling the Water Utility, Algonquin would still be greener than the majority of its peers, since its peers on average contain no water distribution exposure and get 26% of their electric power from coal. The Water Utility is a hidden gem within Algonquin's portfolio, and its value should not be overlooked.
We look forward to continuing our discussions in order to ensure that maximum value is created for all Algonquin shareholders.
Sincerely,
Jeffrey C. Smith
Managing Member
Starboard Value LP
***
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders. Learn more at www.starboardvalue.com.
Contacts
For Investors:
Peter Feld, (212) 201-4878
Gavin Molinelli, (212) 201-4828
www.starboardvalue.com
1 Regulated utility peer group includes AEE, AEP, CMS, CNP, CU, D, DTE, DUK, ED, EMA, ES, FTS, H, LNT, NEE, PNW, SO, SR, SRE, WEC, and XEL. Starboard has identified the aforementioned peers as the relevant peer set. Starboard believes these peers provide appropriate peer comparisons and align with the Company's self-selected peer set. This determination is subject to a certain degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.
2 Water utility peer group includes ARTNA, AWK, AWR, CWCO, CWT, GWRS, MSEX, SJW, WTRG, and YORW. Starboard has identified the aforementioned peers as the relevant peer set for comparing AQN's regulated water utility business. Starboard believes these peers provide appropriate peer comparisons. This determination is subject to a certain degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.
3 Organic growth of 8% from FY2017 to FY2022 vs. regulated utility peer median of 7%.
4 As we have discussed, investors and ratings agencies will consider a number of factors in determining the Company's credit quality, including FFO / Debt and the mix of regulated assets. We use Gross Debt / EBITDA as a proxy for leverage levels when comparing across the peer group, but the Company will need to determine the right pro forma debt level while considering all of these factors in conjunction with rating agency requirements.
5 EPS estimate is based on information obtained from sources believed to be reliable and incorporates certain assumptions. Such information and assumptions could turn out to be inaccurate. Starboard's estimate included here is based on several data points.
6 EPS estimate is based on information obtained from sources believed to be reliable and incorporates certain assumptions. Such information and assumptions could turn out to be inaccurate. Starboard's estimate included here is based on several data points.
SOURCE Starboard Value LP
https://www.prnewswire.com/news-releases/starboard-sends-letter-to-algonquin-power--utilities-regarding-opportunities-to-enhance-shareholder-value-301871169.html
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Porterhouse10
3 years ago
