Capital Power announces successful completion of consent solicitation process for its 7.95% Fixed-to-Fixed Rate Subordinated Notes, Series 1
15 August 2024 - 3:00PM
Capital Power Corporation (“Capital Power”, the “Company”, “we”,
“us” or “our”) (TSX: CPX) announced today the completion of a
previously announced solicitation of consents (the “Consent
Solicitation”) from holders (“Holders”) of its C$350M 7.95%
Fixed-to-Fixed Rate Subordinated Notes, Series 1, due September 9,
2082 (the “Series 1 Notes”). Based on the report of the tabulation
agent for the Consent Solicitation, the Consent Solicitation
received strong support and was approved by Holders, significantly
exceeding the required threshold of at least 66 2/3% of the
aggregate outstanding principal amount of the Series 1 Notes.
As a result, the extraordinary resolution
authorizing certain proposed amendments to the indenture governing
the Series 1 Notes has been approved. The proposed amendments will
be effected by a supplemental indenture dated August 15, 2024 to
the indenture governing the Series 1 Notes (the “Series 1
Supplemental Indenture”) and will provide for the exchange (the
“Note Exchange”) of all outstanding principal amount of Series 1
Notes for an equal principal amount of a new series of notes
referred to as the 7.95% Fixed-to-Fixed Rate Subordinated Notes,
Series 3, due September 9, 2082 (the “Series 3 Notes”) issued under
a supplemental indenture dated August 15, 2024 to the trust
indenture dated as of June 5, 2024 (the “Series 3 Supplemental
Indenture”), all as more fully described in the Consent
Solicitation Statement dated July 29, 2024. The Series 3 Notes have
the same economic terms, including but not limited to the interest
rate, interest payment dates, maturity date and redemption
provisions as the Series 1 Notes (but excluding provisions of the
Series 1 Notes regarding delivery of preferred shares upon the
occurrence of certain bankruptcy and related events), including an
entitlement under the Series 3 Notes for an amount equal to the
interest accrued on the Series 1 Notes that are exchanged. The Note
Exchange is expected to commence today, August 15, 2024 upon
execution of the Series 1 Supplemental Indenture and the Series 3
Supplemental Indenture. The removal of the provisions for delivery
of preferred shares upon the occurrence of certain bankruptcy and
related events from Series 3 Notes ensures the Series 3 Notes will
rank equally in right of payment with the C$450M 8.125%
Fixed-to-Fixed Subordinated Notes, Series 2, due June 5, 2054 in
all cases.
Following the completion of the Note Exchange,
S&P Global Ratings and Morningstar DBRS are expected to assign
and confirm the instrument rating of the Series 3 Notes at BB and
BB with a Stable trend, respectively.
RBC Capital Markets and Scotiabank acted as the
Solicitation Agents for the Consent Solicitation. Computershare
Trust Company of Canada acted as the tabulation agent with respect
to the Consent Solicitation.
Territorial AcknowledgementIn
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 (TSX: CPX) is a growth-oriented power producer
with approximately 9,300 MW of power generation at 32 facilities
across North America. We prioritize safely delivering reliable and
affordable power communities can depend on today, building clean
power systems needed for tomorrow, and creating balanced solutions
for our energy future. We are Powering Change by Changing
Power™.
Forward-looking InformationCertain information
in this news release is forward-looking within the meaning of
Canadian securities law. Forward-looking information or statements
included in this press release are provided to inform the Company’s
shareholders and potential investors about possible or assumed
future results of operations, descriptions of our business plans
and strategies, financial position and the effect of the proposed
amendments and the Note Exchange on the Series 1 Notes, the Series
3 Notes or on us, including expectations regarding the ratings to
be assigned thereto by Morningstar DBRS and expectations regarding
the timing for the completion of the Note Exchange and the
execution of the Series 1 Supplemental Indenture and the Series 3
Supplemental Indenture. This information may not be appropriate for
other purposes. The forward-looking information in this press
release is generally identified by words such as will, anticipate,
believe, plan, intend, target, and expect or similar words that
suggest future outcomes.
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 and expected future
developments, and other factors it believes are appropriate.
Although we believe that these statements are based on reasonable
assumptions, the Holders should be aware that many important
factors could affect our actual financial results, results of
operations, the Note Exchange, the Series 1 Notes or the Series 3
Notes, and could cause actual results to differ materially from
those expressed in these forward-looking statements. Such factors
include, but are not limited to, those set forth in our integrated
annual report for the fiscal year ended December 31, 2023.
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.
For more information, please
contact:
Investor and Media Relations:
Media RelationsKatherine
Perron(780)
392-5335 kperron@capitalpower.com
Investor RelationsRoy Arthur(403)
736-3315investor@capitalpower.com
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