Capital Power announces closing of $400 million subscription receipts offerings

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

EDMONTON, Alberta, Nov. 28, 2023 (GLOBE NEWSWIRE) -- Capital Power Corporation (“Capital Power” or the “Company”) (TSX: CPX) announced today that it has completed its previously announced public and private placement offerings of subscription receipts (collectively the “Offerings”). The public offering consisted of the issuance of 8,231,000 subscription receipts (the “Public Subscription Receipts”), on a bought deal basis, at an issue price of $36.45 per Public Subscription Receipt (the “Offering Price”), for total gross proceeds of approximately $300 million (the “Public Offering”) pursuant to an underwriting agreement with a syndicate of underwriters (the “Underwriters”) led by TD Securities Inc. and National Bank Financial Inc. The Company has granted the Underwriters an over-allotment option to purchase, in whole or part, up to an additional 1,234,650 Public Subscription Receipts at the Offering Price to cover over-allotments, if any, exercisable at any time and from time to time until the date that is 30 days following the closing of the Public Offering. If the over-allotment option is exercised in full, gross proceeds from the Public Offering will be approximately $345 million.

Concurrently, the Company issued 2,745,000 subscription receipts (together with the Public Subscription Receipts, the “Subscription Receipts”) at the Offering Price to Alberta Investment Management Corporation (“AIMCo”) on a private placement basis for gross proceeds of approximately $100 million (the “Private Placement”). TD Securities Inc. acted as the sole agent and bookrunner for the Private Placement.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action, upon the first to close of the Acquisitions (as defined below), one common share of Capital Power.

The net proceeds from the Offerings will be used to partially finance the previously announced acquisitions of (i) 100% of the equity interests in CXA La Paloma, LLC, which owns the 1,062 MW La Paloma natural gas generation facility in California, and (ii) 50% of the equity interests in New Harquahala Generation Company, LLC, which owns the 1,092 MW Harquahala natural gas generation facility in Arizona (collectively, the “Acquisitions”) from CSG Investments, Inc., a subsidiary of Beal Financial Corporation, which are expected to close in the first quarter of 2024, subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions. Details of the Acquisitions and the Offerings were announced on November 20, 2023.

The gross proceeds from the sale of the Subscription Receipts less one-half of the Underwriters’ fee for the Public Offering and the capital commitment fee for the Private Placement (the “Escrowed Funds”) will be held in escrow by Computershare Trust Company of Canada, as subscription receipt agent for the Offerings (the “Subscription Receipt Agent”), and invested in interest-bearing deposits with banks and other financial institutions with issuer credit ratings with S&P Global Ratings, Inc. of at least A (as contemplated by, or specified in, the subscription receipt agreements for the Offerings) or other approved investments as set forth in the subscription receipt agreements for the Offerings, provided that Dividend Equivalent Payments may be made from the Escrowed Funds and the interest credited or received thereon from time to time, as described above.

The Public Subscription Receipts will begin trading on the Toronto Stock Exchange under the symbol CPX.R.

All references to dollar amounts contained herein are to Canadian dollars unless otherwise indicated.

U.S. Securities Laws Disclosures

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the U.S. Securities Act or any state securities laws, and except pursuant to exemptions from registration requirements in the U.S. Securities Act or any state securities laws, there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.

Forward-looking Information

Certain information in this news release is forward-looking information within the meaning of Canadian securities laws as it relates to anticipated financial or operating performance, events or strategies. When used in this context, words such as "anticipate", "believe", "continue", "estimate", "plan", "intend", "expect", "target" and "will" or similar words suggest future outcomes. By their nature, such statements are subject to significant risks, assumptions and uncertainties, which could cause the Company's actual results and experience to be materially different than the anticipated results. Forward-looking information or statements included in this news release are provided to inform the Company's shareholders and potential investors about management's assessment of the Company's future plans and operations. This information may not be appropriate for other purposes.

Material forward-looking information in this press release includes information about the Acquisitions, including expectations regarding transaction close timing, the Offerings and the Subscription Receipts, including the terms thereof and use of proceeds therefrom.

These statements are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate, including its review of the Acquisitions and re-contracting opportunities. The material factors and assumptions used to develop these forward-looking statements relate to the anticipated timing of regulatory and third party consents and approvals.

Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company's expectations. Such material risks and uncertainties are: (i) changes in electricity prices in markets in which the Company operates; (ii) regulatory and political environments including changes to environmental, climate, financial reporting, market structure and tax legislation; (iii) disruptions, or price volatility within our supply chains; (iv) generation facility availability; (v) ability to fund current and future capital and working capital needs; (vi) acquisitions (including the Acquisitions) and developments including timing and costs of regulatory approvals and construction; (vii) changes in the availability of fuel; (viii) ability to realize the anticipated benefits of acquisitions (including the Acquisitions); (ix) limitations inherent in the Company's review of acquired assets; (x) changes in general economic and competitive conditions, including inflation; (xi) changes in the performance and cost of technologies and the development of new technologies, new energy efficient products, services and programs; and (xii) the risks and uncertainties discussed under Risks and Risk Management in Capital Power’s 2022 Integrated Annual Report under Capital Power’s profile on SEDAR+ (www.sedarplus.ca), and other reports filed by Capital Power with Canadian securities regulators.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the specified approval date. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Territorial Acknowledgement

In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the Indigenous Peoples of Turtle Island, or North America. Capital Power’s head office is located within the traditional and contemporary home of many Indigenous Peoples of the Treaty 6 Territory and Métis Nation of Alberta Region 4. We acknowledge the diverse Indigenous communities that are located in these areas and whose presence continues to enrich the community.

About Capital Power

Capital Power is a growth-oriented power producer committed to net zero by 2045. Our balanced approach to the energy transition prioritizes reliable, affordable and decarbonized power that communities across North America can depend on.

Capital Power owns approximately 7,500 megawatts (MW) of power generation capacity at 29 facilities across North America. Projects in advanced development include approximately 213 MW of renewable generation capacity in Alberta and North Carolina, 512 MW of incremental natural gas combined cycle capacity from the repowering of Genesee 1 and 2 in Alberta, and approximately 350 MW of natural gas and battery energy storage systems in Ontario.

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