OAKVILLE, ON, January 12, 2022 / PRNewswire / – Algonquin Power & Utilities Corp. (“AQN” or the “Company”) (TSX: AQN) (NYSE: AQN) announced today that it has priced (i) the previously announced public offering underwritten in United States (the “US Offer”) of 750 million US dollars 4.75% aggregate principal amount of fixed-to-fixed reset rate of the Series 2022-B Senior Subordinated Notes due January 18, 2082 (the “US Notes”); and (ii) the public offer subscribed in Canada (the “Canadian Offering” and, together with the US Offering, the “Offers”) of 400 million Canadian dollars (about 320 million US dollars) aggregate principal amount of 5.25% fixed-to-fixed reset rate of Series 2022-A Senior Subordinated Notes due January 18, 2082 (the “Canadian Notes” and, together with the US Notes, the “Notes”). In conjunction with the pricing of the offers, the Company entered into a currency and interest rate swap, coincident with the Canadian notes, to convert the Canadian dollar denominated proceeds from the Canadian offer into US dollars. which resulted in an effective interest rate for the Company of approximately 5.08% throughout the initial fixed rate term of the Canadian Notes. Offers should close on or around January 18, 2022, subject to customary closing conditions.
AQN intends to use the net proceeds of the Offerings to partially fund the Corporation’s previously announced acquisition of Kentucky Power Company and AEP Kentucky Transmission Company, Inc. (the “Kentucky Power Acquisition”), with the proviso 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 overdue amounts under the existing credit facilities of the Company and its subsidiaries.
The Offer in the United States is made to the public in 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 actual registration statement filed with the United States Securities and Exchange Commission (“SEC”). The Canadian offering is made to the public in each of the provinces and territories of Canada under a prospectus supplement filed under the base shelf prospectus.
The joint bookkeepers for the US offering are BofA Securities and Wells Fargo Securities and the principal underwriters for the Canadian offering are RBC Capital Markets and TD Securities. The terms of the US Notes will be set out 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 Canadian Notes will be set out 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 related prospectus supplements will contain important information about the US Notes and the Canadian Notes, respectively. Investors should read the base shelf prospectus and the applicable prospectus supplement before making an investment decision. Copies of the Base Shelf Prospectus and Prospectus Supplement for the US Notes are available free of charge by visiting www.sedar.com or EDGAR on the SEC’s website at www.sec.gov and copies of the Prospectus Basic Prerequisite and Prospectus Supplement for the Canadian Notes can be obtained free of charge by visiting www.sedar.com. Alternatively, AQN, any underwriter or broker participating (i) in the Offer in the United States will arrange to send you the base shelf prospectus and the prospectus supplement for the US 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 connection with the Canadian offering, will arrange to send you the base shelf prospectus and the prospectus supplement for the Canadian Notes if you make a request by calling RBC Capital Markets at 416-842-6311; or TD Securities at 416-982-5676.
U.S. Notes will not be eligible for distribution to purchasers in Canada, or residents of Canada, under the securities laws of any province or territory of Canada. US Bonds may not be, directly or indirectly, offered, sold or delivered in Canada or residents of Canada.
The Canadian Notes will not be registered under the US Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold in United States or to persons in the United States without a registration or applicable exemption, or in connection with a transaction not subject to the registration requirements of the US Securities Act of 1933 and applicable securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described in this press release, and there will be no sale of such securities in any state or jurisdiction in which a such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction.
All dollar amounts mentioned in this document are in US dollars, unless otherwise indicated.
About Algonquin Power & Utilities Corp.
Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international power generation, transmission and distribution utility with more than $ 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 investments in the production, transmission and distribution of electricity. to more than a million customer connections, mainly in United States and Canadian. AQN is a global leader in renewable energy through its portfolio of wind, solar and hydroelectric plants under long-term contracts. AQN owns, operates and / or holds a net interest in more than 4 GW of installed capacity of renewable energy.
AQN is committed to ensuring the growth and pursuit of operational excellence in a sustainable manner through an expanding global pipeline of renewable energy development and power transmission projects, organic growth within its activities of production, distribution and transmission at regulated tariffs, and the pursuit of 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 press release constitute “forward-looking information” within the meaning of applicable securities laws in each of the provinces and territories of Canada. Canada and the respective policies, regulations and rules under such laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). , “expects”, “intends” and similar phrases are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements in this press release include, without limitation, statements regarding the closing of the Offers and the intended use of the proceeds from the Offers. These statements are based on factors or assumptions that have been applied in reaching a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and the expected future Given that forward-looking statements relate to future events and conditions, by their very nature they are based on assumptions and involve inherent risks and uncertainties. AQN cautions that while the assumptions are believed to be reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set forth in the forward-looking statements. Significant risk factors and assumptions include those set out in AQN’s MD&A and annual information form for the year ended. December 31, 2020 and the management report of AQN 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 prospectus supplements relating to the Offers. In view of these risks, one should not place undue reliance on these forward-looking statements, which speak only as of their date. Unless specifically required by law, AQN makes no commitment to update forward-looking statements to reflect new information, subsequent or otherwise.
SOURCE Algonquin Power & Utilities Corp.