Algonquin Power & Utilities Corp. ("AQN” or the “Company”)
(TSX/NYSE: AQN) today announced that it is considering an
underwritten public offering in the United States of U.S. dollar
denominated fixed-to-fixed reset rate junior subordinated notes
series 2022-B due 2082 (the “U.S. Offering”).
Concurrently with the U.S. Offering, AQN has
also announced that it is considering an underwritten public
offering in Canada of Canadian dollar denominated fixed-to-fixed
reset rate junior subordinated notes series 2022-A due 2082 (the
“Canadian Offering”, and together with the U.S. Offering, the
“Offerings”). The completion of the U.S. Offering is not contingent
on the success of any other offering, including the Canadian
Offering, and the completion of the Canadian Offering is not
contingent on the success of any other offering, including the U.S.
Offering. There is no certainty that AQN will complete either of
the Offerings or as to the timing or terms on which either of the
Offerings might be completed.
If successfully completed, AQN intends to use
the net proceeds of each Offering to partially finance the
Company’s previously announced acquisition of Kentucky Power
Company and AEP Kentucky Transmission Company, Inc. (the “Kentucky
Power Acquisition”), provided that, in the short-term, prior to the
closing of the Kentucky Power Acquisition, the Company expects to
use the net proceeds of the Offerings to reduce amounts outstanding
under existing credit facilities of the Company and its
subsidiaries.
The U.S. Offering will be made to the public in
the United States pursuant to a prospectus supplement filed under
the Company’s base shelf prospectus dated November 18, 2021 (the
“Base Shelf Prospectus”), which will form part of the Company’s
effective registration statement filed with the U.S. Securities and
Exchange Commission (“SEC”). The Canadian Offering will be made to
the public in each of the provinces and territories of Canada
pursuant to a prospectus supplement filed under the Base Shelf
Prospectus.
The joint book-running managers for the U.S.
Offering are BofA Securities and Wells Fargo Securities and the
lead underwriters for the Canadian Offering are RBC Capital Markets
and TD Securities. The terms of the notes offered pursuant to the
U.S. Offering (the “U.S. Notes”), if any, will be set forth in a
final prospectus supplement to be filed by AQN under AQN’s issuer
profile on SEDAR at www.sedar.com and with the SEC at www.sec.gov
and the terms of the notes offered pursuant to the Canadian
Offering (the “Canadian Notes”), if any, will be set forth in a
final prospectus supplement to be filed by AQN under AQN’s issuer
profile on SEDAR at www.sedar.com. The Base Shelf Prospectus and
the related prospectus supplements will contain important
information about the U.S. Notes and the Canadian Notes,
respectively. Investors should read the Base Shelf Prospectus and
the applicable preliminary prospectus supplement before making an
investment decision. Copies of the Base Shelf Prospectus and the
preliminary prospectus supplement relating to the U.S. Notes may be
obtained for free by visiting www.sedar.com or EDGAR on the SEC’s
website at www.sec.gov and copies of the Base Shelf Prospectus and
the prospectus supplement relating to the Canadian Notes may be
obtained for free by visiting www.sedar.com. Alternatively, AQN,
any underwriter or any dealer participating (i) in the U.S.
Offering will arrange to send you the Base Shelf Prospectus and the
prospectus supplement relating to the U.S. Notes if you request it
by calling BofA Securities, Inc. toll-free at 1-800-294-1322; or
Wells Fargo Securities, LLC toll-free at 1-800-645-3751 and (ii) in
the Canadian Offering will arrange to send you the Base Shelf
Prospectus and the prospectus supplement relating to the Canadian
Notes if you request it by calling RBC Capital Markets at
416-842-6311; or TD Securities at 416-982-5676.
The U.S. Notes will not be qualified for
distribution to purchasers in Canada, or to residents of Canada,
under the securities laws of any province or territory of Canada.
The U.S. Notes may not be, directly or indirectly, offered, sold or
delivered in Canada or to residents of Canada.
The Canadian Notes will not be registered under
the U.S. Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
States or to U.S. persons without registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act of 1933 and
applicable securities laws.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities
described in this news release, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
All dollar amounts referenced herein are in U.S.
dollars unless otherwise noted.
About Algonquin Power & Utilities
Corp.
Algonquin Power & Utilities Corp., parent
company of Liberty, is a diversified international generation,
transmission, and distribution utility with over $16 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 4 GW of installed renewable energy 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, Series 2019-A subordinated notes and equity units are listed
on the New York Stock Exchange under the symbols AQN, AQNA, AQNB,
and AQNU, respectively.
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 and territories
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”, “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 expected use of
proceeds of the Offerings. 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 rely upon assumptions and involve
inherent risks and uncertainties. AQN 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 and
assumptions include those set out in AQN's Management Discussion
and Analysis and Annual Information Form for the year ended
December 31, 2020 and AQN's Management Discussion and Analysis for
the three months and nine months ended September 30, 2021, each of
which is available on SEDAR and EDGAR, and those set out in the
preliminary prospectus supplements related to the Offerings. 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.
Investor Inquiries:Amelia
TsangVice President, Investor RelationsAlgonquin Power &
Utilities Corp.E-mail: InvestorRelations@APUCorp.comTelephone:
(905)
465-4500 Media
Inquiries:Stephanie BoseDirector, Corporate
CommunicationsAlgonquin Power & Utilities Corp.E-mail:
Corporate.Communications@libertyutilities.comTelephone: (905)
465-4500
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