This news release constitutes a "designated news release" for
the purposes of the Company's prospectus supplement dated
May 15, 2020 to its short form base
shelf prospectus dated April 3,
2020.
OAKVILLE, ON, June 18, 2021 /PRNewswire/ - Algonquin Power
& Utilities Corp. ("AQN" or the "Company") (TSX: AQN) (NYSE:
AQN) today announced that it has priced its upsized underwritten
marketed public offering of 20,000,000 equity units (the "Equity
Units") for total gross proceeds of $1
billion (the "Offering"). The Offering is expected to close
on or about June 23, 2021, subject to
customary closing conditions.
In connection with the Offering, the Company has granted the
underwriters an option to purchase up to an additional 3,000,000
Equity Units, upon the same terms as the Offering, for a period of
13 days.
Each Equity Unit will be issued in a stated amount of
$50 and will initially consist of a
contract to purchase common shares in the capital of the Company
("Common Shares") and a 1/20, or 5%, undivided beneficial ownership
interest in $1,000 principal amount
of the Company's remarketable senior notes due June 15, 2026. Pursuant to the purchase
contracts, holders are required to purchase Common Shares on
June 15, 2024.
Total annual distributions on the Equity Units will be at the
rate of 7.75%, consisting of quarterly interest payments on the
remarketable senior notes at a rate of 1.18% per year and, subject
to any permitted deferral, quarterly contract adjustment payments
on the purchase contracts at a rate of 6.57% per year. The
reference price for the Equity Units is $15.00 per Common Share. The minimum settlement
rate under the purchase contracts is 2.7778 Common Shares, which is
approximately equal to the $50 stated
amount per Equity Unit, divided by the threshold appreciation price
of $18.00 per Common Share, which
represents a premium of 20% over the reference price. The maximum
settlement rate under the purchase contracts is 3.3333 Common
Shares, which is approximately equal to the $50 stated amount per Equity Unit, divided by the
reference price. Each of the settlement rates is subject to
adjustment in certain circumstances.
The net proceeds of the Offering are expected to be $976 million in the aggregate (or approximately
$1.12 billion in the aggregate if the
option to purchase additional Equity Units is exercised in full),
after deducting underwriting discounts and commissions but before
deducting estimated expenses of the Offering. The Company expects
to use the net proceeds of the Offering to finance or refinance
investments in renewable energy generation projects or facilities
or other clean energy technologies in accordance with the Company's
Green Financing Framework. This is the fourth "green"
offering by the Company or its subsidiaries and aligns with AQN's
commitment to advancing a sustainable energy and water future.
The Company intends to list the Equity Units (that are in the
form of "corporate units") on the New York Stock Exchange and
expects trading to commence within 30 days of the date of initial
issuance (subject to listing approval).
J.P. Morgan, Wells Fargo Securities, BMO Capital Markets and
Morgan Stanley are acting as active book-running managers and
representatives of the underwriters for the Offering.
The Offering is being made to the public in each of the
provinces of Canada and in
the United States by means of a
short form base shelf prospectus and related prospectus supplement
to be filed with applicable Canadian securities regulatory
authorities and which will form part of the Company's effective
shelf registration statement filed with the U.S. Securities and
Exchange Commission (the "SEC"). The short form base shelf
prospectus and the related prospectus supplement will contain
important information about the Equity Units. Investors should read
the short form base shelf prospectus and the related prospectus
supplement before making an investment decision.
A prospectus supplement related to the Offering will be filed
with the SEC and applicable Canadian securities regulatory
authorities and will be available on the SEC's website at
http://www.sec.gov and on SEDAR at www.sedar.com. Copies of the
Company's base shelf prospectus and the prospectus supplement
relating to the Offering may be obtained, when available, from J.P.
Morgan Securities LLC at Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewater, NY
11717, Phone: 866-803-9204 or by email at
prospectus-eq_fi@jpmorgan.com; Wells Fargo Securities, 500 West
33rd Street, New York, NY 10001,
Phone: 800-326-5897 or by email at cmclientsupport@wellsfargo.com;
BMO Capital Markets Corp., 3 Times Square, 25th Floor, New York, NY 10036, Phone: 800-414-3627 or by
email at bmoprospectus@bmo.com; and Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York,
NY 10014, Phone: 866-718-1649 or by email at
prospectus@morganstanley.com.
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.
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 $15 billion of total assets. Through its two
business groups, the Regulated Services Group and the Renewable
Energy Group, AQN is committed to providing safe, secure, reliable,
cost-effective, and sustainable energy and water solutions through
its portfolio of electric generation, transmission, and
distribution utility investments to over one million customer
connections, largely in the United
States and Canada. AQN is a
global leader in renewable energy through its portfolio of
long-term contracted wind, solar, and hydroelectric generating
facilities. AQN owns, operates, and/or has net interests in over 3
GW of installed renewable generation capacity.
AQN is committed to delivering growth and the pursuit of
operational excellence in a sustainable manner through an expanding
global pipeline of renewable energy and electric transmission
development projects, organic growth within its rate-regulated
generation, distribution, and transmission businesses, and the
pursuit of accretive acquisitions.
AQN's common shares, Series A preferred shares, and Series D
preferred shares are listed on the Toronto Stock Exchange under the
symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common
shares, Series 2018-A subordinated notes and Series 2019-A
subordinated notes are listed on the New York Stock Exchange under
the symbols AQN, AQNA and AQNB, respectively.
Visit AQN at www.algonquinpowerandutilities.com and follow us on
Twitter @AQN_Utilities.
All amounts are shown in United
States dollars ("$"), unless otherwise noted.
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", "expects", "may", "intends" 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 in
this news release include, but are not limited to, statements
regarding: the closing of the Offering; the exercise of the
over-allotment option; the expected annual distributions on the
Equity Units; the expected listing of the Equity Units; and the
expected amount and use of the net proceeds of the Offering. Since
forward-looking statements relate to future events and conditions,
by their very nature they rely upon assumptions and involve
inherent risks and uncertainties. The forward-looking statements
herein are based on assumptions that were applied in drawing a
conclusion or making a forecast or projection, including the
assumptions set out under the heading "Forward-Looking Statements
and Forward-Looking Information" in AQN's Management Discussion and
Analysis for the three months ended March
31, 2021, AQN's Management Discussion and Analysis for the
three and twelve months ended December 31,
2020, and AQN's Annual Information Form for the year ended
December 31, 2020, each filed with
securities regulatory authorities in Canada and the
United States. Given these risks, undue reliance should not
be placed on these forward-looking statements, which apply only as
of their dates. Other than as specifically required by law, AQN
undertakes no obligation to update any forward-looking statements
to reflect new information, subsequent or otherwise.
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SOURCE Algonquin Power & Utilities Corp.
