CALGARY,
AB, Nov. 18, 2024 /CNW/ - AltaGas Ltd.
("AltaGas" or the "Company") (TSX: ALA) announces the
expiration of the previously announced separate offers (the
"Offers") to purchase up to $800,000,000 (the "Maximum Purchase Amount") in
aggregate purchase price, excluding accrued and unpaid interest, of
its outstanding notes in the table below (collectively, the
"Notes") at 5:00 p.m. (Toronto time) on November 18, 2024 (the "Expiration Date").
The offer to purchase the notes (the "Offers") is made upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated November 8, 2024 (the
"Offer to Purchase").
According to information provided by Computershare Trust
Company, the Tender Agent, $1,462,029,000 combined aggregate principal
amount of the Notes were tendered in connection with the Offers
prior to or at the Expiration Date and not validly withdrawn. The
table below provides certain information about the Offers,
including the aggregate principal amount of each series of Notes
validly tendered and not validly withdrawn prior to the Expiration
Date.
|
Title of
Notes1
|
CUSIP / ISIN
Nos.1
|
Principal
Amount
Outstanding
(in
Millions)
|
Total
Consideration
(per $1,000)2
|
Principal
Amount
Tendered
(in
Millions)
|
Principal
Amount
Accepted
(in Millions)
|
|
4.50% Senior
Notes due
2044
|
02138ZAL7 /
CA02138ZAL72
|
C$300
|
$919.41
|
$192.0
|
$192.0
|
|
4.99% Senior
Notes due
2047
|
02138ZAR4 /
CA02138ZAR43
|
C$250
|
$977.93
|
$182.4
|
$182.4
|
|
5.160% Senior
Notes due
2044
|
02138ZAJ2 /
CA02138ZAJ27
|
C$100
|
$1,000.53
|
$78.9
|
$78.9
|
|
4.638% Senior
Notes due
2026
|
02138ZBG7 /
CA02138ZBG78
|
C$400
|
$1,015.47
|
$353.4
|
$353.4
|
|
4.672% Senior
Notes due
2029
|
02138ZBH5 /
CA02138ZBH51
|
C$400
|
$1,032.37
|
$374.1
|
$0.0
|
|
5.141% Senior
Notes due
2034
|
02138ZBJ1 /
CA02138ZBJ18
|
C$350
|
$1,051.29
|
$281.3
|
$0.0
|
|
Notes:
|
|
|
1.
|
No representation is
made by AltaGas as to the correctness or accuracy of the CUSIP
numbers or ISINs listed in this news release or printed on the
Notes. They are provided solely for convenience.
|
|
2.
|
The total consideration
for each series of Notes (such consideration, the "Total
Consideration") payable per each $1,000 principal amount of such
series of Notes validly tendered for purchase will be based on the
applicable fixed spread for such series of Notes ("Fixed Spread")
specified in the table above, plus the applicable yield based on
the bid-side price of the applicable Canadian reference security as
specified in the table above, as quoted on the Bloomberg Reference
Page as of 10:00 a.m. (Toronto time) on November 18, 2024 (such
date and time with respect to an Offer, the "Price Determination
Date"). The Total Consideration does not include the applicable
Accrued Coupon Payment (as defined below), which will be payable in
cash in addition to the applicable Total Consideration.
|
Settlement
The "Settlement Date" in respect of any Notes validly tendered
and accepted for purchase pursuant to the Offer for such Notes is
expected to be November 21, 2024. The
Company will also pay in cash accrued but unpaid interest from and
including the immediately preceding interest payment date to, but
excluding, the Settlement Date (the "Accrued Coupon Payment") in
respect of the Notes validly tendered and accepted for purchase
pursuant to the Offer for such Notes. Holders whose Notes are
accepted for purchase will lose all rights as a Holder of the
tendered Notes and interest will cease to accrue on the Settlement
Date for all Notes accepted in the Offer for such Notes.
The Offers are subject to the satisfaction of certain conditions
as described in the Offer to Purchase. The Company reserves the
right, subject to applicable law, to waive any and all conditions
to any Offer. If any of the conditions are not satisfied, the
Company is not obligated to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered
Notes, in each event subject to applicable laws, and may terminate
or alter any or all of the Offers. The Offers are not conditioned
on the tender of any aggregate minimum principal amount of Notes of
any series (subject to minimum denomination requirements as set
forth in the Offer to Purchase).
The Company has retained TD Securities Inc. ("TD Securities")
and National Bank Financial Inc. ("NBF") to act as the dealer
managers (the "Dealer Managers") for the Offers. Questions
regarding the terms and conditions for the Offers or for copies of
the Offer to Purchase should be directed to TD Securities at
1-416-982-2243 or NBF at 1-416-869-8639.
Computershare Investor Services Inc. acted as the Tender Agent
for the Offers.
Offer and Distribution Restrictions
The Offers are being made solely pursuant to the Offer to
Purchase. This news release does not constitute a solicitation of
an offer to buy any securities in the
United States. No Offer constitutes an offer or an
invitation by, or on behalf of, AltaGas or the Dealer Managers (i)
to participate in the Offers in the
United States; (ii) to, or for the account or benefit of,
any "U.S. person" (as such term is defined in Regulation S of the
U.S. Securities Act of 1933, as amended); or (iii) to participate
in the Offers in any jurisdiction in which it is unlawful to make
such an offer or solicitation in such jurisdiction, and such
persons are not eligible to participate in or tender any securities
pursuant to the Offers. No action has been or will be taken in
the United States or any other
jurisdiction that would permit the possession, circulation or
distribution of this news release, the Offer to Purchase or any
other offering material or advertisements in connection with the
Offers to (i) any person in the United
States; (ii) any U.S. person; (iii) anyone in any other
jurisdiction in which such offer or solicitation is not authorized;
or (iv) any person to whom it is unlawful to make such offer or
solicitation. Accordingly, neither this news release, the Offer to
Purchase nor any other offering material or advertisements in
connection with the Offers may be distributed or published, in or
from the United States or any such
other jurisdiction (except in compliance with any applicable rules
or regulations of the United
States or such other jurisdiction). Tenders will not be
accepted from any holder located or resident in the United States.
In any jurisdiction in which the securities laws require the
Offers to be made by a licensed broker or dealer, the Offers will
be deemed to have been made on behalf of the Company by the Dealer
Managers or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
All financial figures are in Canadian dollars.
About AltaGas
AltaGas is a leading North American infrastructure company that
connects customers and markets to affordable and reliable sources
of energy. The Company operates a diversified, lower-risk,
high-growth Energy Infrastructure business that is focused on
delivering stable and growing value for its stakeholders.
For more information visit www.altagas.ca or reach out to one of
the following:
Jon Morrison
Senior
Vice President, Corporate Development and Investor Relations
Jon.Morrison@altagas.ca
Janet Burrows
Vice
President, Treasury
Janet.Burrows@altagas.ca
Investor Inquiries
1-877-691-7199
investor.relations@altagas.ca
Media Inquiries
1-403-206-2841
media.relations@altagas.ca
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. When used
in this news release, the words "may", "would", "could", "will",
"intend", "plan", "anticipate", "believe", "seek", "propose",
"estimate", "expect", and similar expressions, as they relate to
AltaGas are intended to identify forward-looking statements. In
particular, this news release contains forward-looking statements
with respect to, among other things, the Offers; the Maximum
Purchase Amount; the anticipated Settlement Date of the Offers; the
terms of and timing for completion of the Offers, including the
acceptance for purchase of any Notes validly tendered; and the
satisfaction or waiver of conditions of the Offers. The Offers (or
any one of them) may not be completed on the terms currently
anticipated or at all. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking statements. Such
forward-looking statements reflect AltaGas' current views with
respect to future events based on certain material factors and
assumptions and are subject to certain risks and uncertainties,
including without limitation, changes in market, governmental or
regulatory developments, general economic conditions and other
factors set out in AltaGas' public disclosure documents, including
the Offer to Purchase. Holders of Notes should carefully review the
Offer to Purchase Prior to making any decision whether to tender to
an Offer. Many factors could cause AltaGas' actions or the terms
and conditions of the Offers (or any one of them) to vary from
those described in this news release, including without limitation
those listed, and in the manner set out above. These factors should
not be construed as exhaustive. Should one or more of these risks
or uncertainties materialize, or should assumptions underlying
forward-looking statements prove incorrect, actual results may vary
materially from those described in this news release as intended,
planned, anticipated, believed, sought, proposed, estimated or
expected, and such forward-looking statements included in, or
incorporated by reference in this news release, should not be
unduly relied upon. Such forward-looking statements speak only as
of the date of this news release. Unless otherwise required by law,
AltaGas does not intend, and does not assume any obligation, to
update these forward-looking statements. The forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement.
SOURCE AltaGas Ltd.