Capstone Infrastructure Corporation (TSX: CSE; CSE.DB.A;
CSE.PR.A – the “Corporation”) today announced it has sold an
interest representing 20% of Bristol Water, a regulated water
utility in the United Kingdom, to ITOCHU Corporation (“ITOCHU”), a
publicly traded company headquartered in Tokyo, Japan, for net
proceeds of approximately $68 million.
“This initiative represents a compelling means relative to other
alternatives for Capstone to significantly reduce its debt maturing
in 2012 while maximizing future cash flow and retaining a sizable
interest in a stable, regulated business with a significant growth
profile that will enhance long-term value for our shareholders. At
the same time, we have realized an attractive return on our
investment, demonstrating the solid fundamentals of the UK water
sector and of Bristol Water in particular,” said Michael Bernstein,
President and Chief Executive Officer. “With ITOCHU, we are also
gaining a new partner with diverse international relationships and
a broad scope of businesses, which fits well with our focus on
building a diversified portfolio of core infrastructure businesses
globally. The ITOCHU team offers considerable infrastructure
development and investment expertise and we are pleased to welcome
them to Bristol Water.”
As a result of the sale to ITOCHU, the Corporation now holds a
50% ownership interest in Bristol Water, thereby retaining its
controlling interest. The remaining 30% ownership interest in
Bristol Water continues to be held by SUEZ ENVIRONNEMENT through
its subsidiary, AGBAR (Sociedad General de Aguas de Barcelona).
Bristol Water’s financial results will continue to be consolidated
into those of the Corporation.
The Corporation will use the proceeds of the sale to fully repay
the $29 million balance outstanding on its senior credit facility
and a portion of the $119 million balance outstanding on the
CPC-Cardinal credit facility, which matures on June 29, 2012. The
Corporation expects to address the remaining approximately $80
million of its debt maturing in 2012 through a recapitalization of
its hydro power facilities and the establishment of a new corporate
facility with its existing lenders. Both of these financing
initiatives are at a significantly advanced stage and are expected
to be completed in May.
Mr. Bernstein added, “Bristol Water remains a significant
long-term investment for Capstone as we work to shift the mix,
duration and cash flow characteristics of our portfolio. While we
evaluated a number of alternatives to meet our near-term financing
requirements, this initiative creates new balance sheet flexibility
to support our growth strategy. Additionally, this transaction
clearly validates the value of our initial investment in Bristol
Water and underlines the appeal of the UK water sector to
infrastructure investors globally.”
In addition, the Corporation and ITOCHU have entered into a
memorandum of understanding to explore joint infrastructure
investment opportunities including contracted power generation,
utilities and public-private partnerships in countries that are
member states of the Organization for Economic Cooperation and
Development, including North America, Western Europe and
Scandinavia, and Australia and New Zealand.
ITOCHU was founded in 1858 and currently has approximately 130
offices in 67 countries. ITOCHU’s global infrastructure holdings
include, among others: development projects or investments in
renewable energy and power generation in North America, Europe, the
Middle East and Asia, totaling net generation capacity of
approximately 2,700 megawatts (“MW”); transportation assets; and
water and desalination facilities. ITOCHU’s engineering,
procurement and construction businesses have supplied 28,000 MW of
power projects globally, including in Canada. ITOCHU is also
engaged in domestic trading; import/export trading of various
products such as textile, information and communications
technology, machinery, energy, metals, minerals, chemicals, forest
products, general merchandise and food; realty; finance; insurance;
logistics services; and business investment in Japan and
internationally.
Notice to Readers
Certain of the statements contained within this document are
forward-looking and reflect management’s expectations regarding the
future growth, results of operations, performance and business of
Capstone Infrastructure Corporation (the “Corporation”) based on
information currently available to the Corporation. Forward-looking
statements are provided for the purpose of presenting information
about management’s current expectations and plans relating to the
future and readers are cautioned that such statements may not be
appropriate for other purposes. These statements use
forward-looking words, such as “anticipate”, “continue”, “could”,
“expect”, “may”, “will”, “estimate”, “plan”, “believe” or other
similar words. These statements are subject to known and
unknown risks and uncertainties that may cause actual results or
events to differ materially from those expressed or implied by such
statements and, accordingly, should not be read as guarantees of
future performance or results. The forward-looking statements
within this document are based on information currently available
and what the Corporation currently believes are reasonable
assumptions, including the material assumptions set out in the
management’s discussion and analysis of the results of operations
and the financial condition of the Corporation (“MD&A”) for the
year ended December 31, 2011 under the heading “Results of
Operations”, as updated in subsequently filed interim MD&A of
the Corporation (such documents are available under the
Corporation’s profile on www.sedar.com).
Other material factors or assumptions that were applied in
formulating the forward-looking statements contained herein include
or relate to the following: that the business and economic
conditions affecting the Corporation’s operations will continue
substantially in their current state, including, with respect to
industry conditions, general levels of economic activity,
regulations, weather, taxes and interest rates; a TransCanada
Pipelines (“TCPL”) gas transportation toll of approximately $2.24
per gigajoule in 2012; the level of gas mitigation revenue earned
by the Cardinal facility; that there will be no unplanned material
changes to the Corporation’s facilities, equipment or contractual
arrangements; no unforeseen changes in the legislative, regulatory
and operating framework for the Corporation’s businesses; no delays
in obtaining required Approvals; no unforeseen changes in rate
orders or rate structures for the Corporation’s power
infrastructure facilities, Swedish district heating business
(“Värmevärden”) and UK water utility (“Bristol Water”); the sale by
the Corporation of a minority interest in Bristol Water on May 10,
2012; no unfavourable changes in environmental regulation and no
significant event occurring outside the ordinary course of
business; the refinancing of the Corporation’s Capstone Power
Corporation-Cardinal Power credit facility and project financing of
the Corporation’s hydro power facilities (that potentially include
amortization profiles); that there will be no further amendments by
the Ontario government to the regulations governing the mechanism
for calculating the Global Adjustment (which affects the
calculation of the price escalators under each power purchase
agreement (a “PPA”) for the Cardinal facility and the hydro power
facilities located in Ontario); the accounting treatment for
Bristol Water’s business under International Financial Reporting
Standards, particularly with respect to accounting for maintenance
capital expenditures; the amount and timing of capital expenditures
by Bristol Water; the Swedish Krona to Canadian dollar exchange
rate; the UK pound sterling to Canadian dollar exchange rate; and
that Bristol Water will operate and perform in a manner consistent
with the regulatory assumptions underlying its current asset
management plan, including, among others: real and inflationary
increases in Bristol Water’s revenue, Bristol Water’s expenses
increasing in line with inflation, and capital investment, leakage,
customer service standards and asset serviceability targets being
achieved.
Although the Corporation believes that it has a reasonable basis
for the expectations reflected in these forward-looking statements
, actual results may differ from those suggested by the
forward-looking statements for various reasons, including risks
related to: variability and payments of dividends on the
Corporation’s common shares, which are not guaranteed; volatile
market price for the Corporation’s securities; availability of debt
and equity financing; default under credit agreements; credit risk,
prior ranking indebtedness and absence of covenant protection for
holders of the Corporation’s convertible debentures; dependence on
subsidiaries and investees; acquisitions; geographic concentration
and non-diversification; foreign exchange risk; reliance on key
personnel; insurance; shareholder dilution; derivatives risks;
changes in legislation and administrative policy; competition;
private companies and illiquid securities; operational performance;
PPAs; fuel costs and supply; contract performance; Amherstburg
Solar Park technology risk; land tenure and related rights;
environmental, health and safety regime; regulatory regime and
permits; force majeure; influence of the UK water regulator
(“Ofwat”) price determinations; failure of Bristol Water to deliver
capital investment programs; failure of Bristol Water to deliver
water leakage target; Ofwat’s introduction of the Service Incentive
Mechanism and the serviceability assessment; economic environment,
inflation and capital market conditions; pension plan obligations;
operational risks; competition; default under Bristol Water’s
artesian loans, bonds, debentures and credit facility; seasonality
and climate change; labour relations; special administration;
general risks inherent in the district heating sector; industrial
and residential contracts; default under Värmevärden Bonds; and
minority interest. Further information regarding these risk factors
is contained in the Corporation’s Annual Information Form (which is
available under the Corporation’s profile on www.sedar.com).
The assumptions, risks and uncertainties described above are not
exhaustive and other events and risk factors could cause actual
results to differ materially from the results and events discussed
in the forward-looking statements . The forward-looking statements
within this document reflect current expectations of the
Corporation as at the date of this document and speak only as at
the date of this document. Except as may be required by applicable
law, the Corporation does not undertake any obligation to publicly
update or revise any forward-looking statements.
About Capstone Infrastructure Corporation
Capstone Infrastructure Corporation’s mission is to build and
responsibly manage a high quality portfolio of infrastructure
businesses in Canada and internationally in order to deliver a
superior total return to shareholders by providing reliable income
and capital appreciation. The Corporation’s portfolio currently
includes investments in gas cogeneration, wind, hydro, biomass and
solar power generating facilities, representing approximately 370
MW of installed capacity, a 33.3% interest in a district heating
business in Sweden, and a 50% interest in a regulated water utility
in the United Kingdom. Please visit www.capstoneinfrastructure.com
for more information.
Capstone Infrastructure (TSX:CSE.PR.A)
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부터 11월(11) 2024 으로 12월(12) 2024
Capstone Infrastructure (TSX:CSE.PR.A)
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