NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OR ITS POSSESSIONS. ANY FAILURE TO COMPLY WITH THIS RESTRICTION
MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Northland Power Inc. ("Northland")
(TSX:NPI)(TSX:NPI.PR.A)(TSX:NPI.PR.C)(TSX:NPI.DB.A) announced today that it has
entered into an agreement with a syndicate of underwriters led by CIBC and BMO
Capital Markets to issue to the public in Canada subject to regulatory approval,
on a bought deal basis, 9,375,000 of common shares (the "Common Shares") at a
price of $16.00 per Common Share, representing $150,000,000 of gross proceeds,
and $75,000,000 aggregate principal amount of 5.00% extendible convertible
unsecured subordinated debentures (the "Debentures").
Northland has granted an over-allotment option, exercisable at any time up to 30
days after closing of the offering, to acquire up to 468,750 additional Common
Shares, representing 5% of the Common Share offering and up to $3,750,000
principal amount of Debentures, representing 5% of the Debenture offering, at
the same offering price and substantially the same offering terms, respectively.
Concurrently with the closing of the bought deal offering (the "Offering"), in
satisfaction of pre-emptive rights, Northland will issue 3,125,000 Common Shares
to Northland Power Holdings Inc. ("NPHI"), a company controlled by Mr. James C.
Temerty, or an affiliate thereof, on a private placement basis, at the same
price per Common Share being offered to the public pursuant to the Offering (the
"Private Placement") for gross proceeds of approximately $50,000,000. After
giving effect to the Private Placement and the Offering, Mr. Temerty, together
with his associates and affiliates, will hold, collectively, 1,000,000 Class A
Shares and 50,777,454 Common Shares of Northland, representing an approximate
35% interest in Northland on a fully-diluted basis.
Northland intends to use the proceeds of the Offering, net of the underwriters'
fees, and the proceeds of the Private Placement to fund a portion of Northland's
equity commitment and subordinated loan to project Gemini (as further described
below) and for general corporate purposes.
As previously announced, Northland has entered into agreements to acquire a 60%
equity interest in the Gemini Offshore Wind Project, a 600 MW offshore wind
project located approximately 85 kilometers off the coast of the Netherlands in
the North Sea ("Gemini" or the "Project"). The Project was awarded 15-year
electricity off-take agreements by the Government of the Netherlands in 2010.
Once operational, the Project will be one of the largest wind farms in the
world, with anticipated electricity production capable of powering more than
785,000 households. The Project is expected to be completed in 2017.
Gemini's total capital cost is projected to be approximately EUR2.8 billion and
is expected to be funded from a combination of non-recourse project debt,
subordinated debt and equity. Northland's total investment, including its
pro-rata share of the equity and subordinated debt financing, is expected to be
approximately $550 million, at current exchange rates, which will be satisfied
through this Offering, the Private Placement, and borrowings under its corporate
credit facility and available cash balances.
The next significant milestone date is the closing of the debt and equity
commitments for the Project ("Financial Close"). Financial Close is expected to
occur no later than June 30, 2014.
The Debentures will have an initial maturity date of June 30, 2014. If the
Financial Close takes place prior to the initial maturity date, the maturity
date will be automatically extended to June 30, 2019. If the Financial Close
does not take place prior to the initial maturity date, the Debentures will
mature on the initial maturity date. The Debentures will be convertible at the
option of the holder after the initial maturity date into Shares at a price of
$21.60 per Share.
Northland will, by February 26, 2014, file with the securities regulatory
authorities in each of the provinces of Canada a prospectus supplement to its
base shelf prospectus dated March 23, 2012 relating to the issuance of the
Common Shares, the Debentures and the Common Shares issuable on the redemption,
conversion or maturity of the Debentures. Closing of the Offering is expected on
or about March 5, 2014.
The securities referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. This news release does not constitute an offer to
sell or the solicitation of any offer to buy, nor will there be any sale of
these securities, in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state or
jurisdiction.
As of February 21, 2014, Northland had 132,370,444 Common Shares issued and
outstanding.
ABOUT NORTHLAND
Northland is an independent power producer founded in 1987, and publicly traded
since 1997. Northland develops, builds, owns and operates facilities that
produce 'clean' (natural gas) and 'green' (wind, solar, and hydro) energy,
providing sustainable long-term value to shareholders, stakeholders, and host
communities.
The company owns or has a net economic interest in 1,349 MW of operating
generating capacity, with an additional 110 MW (80 MW net to Northland) of
generating capacity currently in construction, and another 150 MW (79 MW net to
Northland) of wind, solar and run-of-river hydro projects with awarded power
contracts. In addition, Northland has acquired the rights to a majority equity
stake in Gemini. Northland's cash flows are diversified over five geographically
separate regions and regulatory jurisdictions in Canada, Europe and the United
States.
Northland's common shares, Series 1 and Series 3 preferred shares and
convertible debentures trade on the Toronto Stock Exchange under the symbols
NPI, NPI.PR.A, NPI.PR.C and NPI.DB.A, respectively.
FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements which are provided for
the purpose of presenting information about management's current expectations
and plans. Readers are cautioned that such statements may not be appropriate for
other purposes. Forward-looking statements include statements that are
predictive in nature, depend upon or refer to future events or conditions, or
include words such as "expects," "anticipates," "plans," "believes,"
"estimates," "intends," "targets," "projects," "forecasts" or negative versions
thereof and other similar expressions, or future or conditional verbs such as
"may," "will," "should," "would" and "could." These statements may include,
without limitation, statements regarding the Offering, the Private Placement,
the Project, the Financial close, future adjusted EBITDA, free cash flows,
dividend payment and dividend payout ratios, the construction, completion,
attainment of commercial operations, cost and output of development projects,
plans for raising capital, and the operations, business, financial condition,
priorities, ongoing objectives, strategies and outlook of Northland and its
subsidiaries. These statements are based upon certain material factors or
assumptions that were applied in developing the forward-looking statements,
including the design specifications of development projects, the provisions of
contracts to which Northland or a subsidiary is a party, management's current
plans, its perception of historical trends, current conditions and expected
future developments, as well as other factors that are believed to be
appropriate in the circumstances. Although these forward-looking statements are
based upon management's current reasonable expectations and assumptions, they
are subject to numerous risks and uncertainties. Some of the factors that could
cause results or events to differ from current expectations include, but are not
limited to, construction risks, counterparty risks, operational risks, foreign
exchange rates, regulatory risks, maritime risks for construction and operation,
and the variability of revenues from generating facilities powered by
intermittent renewable resources and the other factors described in the "Risks
and Uncertainties" section of Northland's 2012 Annual Report and Annual
Information Form, both of which can be found at www.sedar.com under Northland's
profile and on Northland's website www.northlandpower.ca. Northland's actual
results could differ materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurances can be given that any
of the events anticipated by the forward-looking statements will transpire or
occur.
The forward-looking statements contained in this release are based on
assumptions that were considered reasonable on February 24, 2014. Other than as
specifically required by law, Northland undertakes no obligation to update any
forward-looking statements to reflect events or circumstances after such date or
to reflect the occurrence of unanticipated events, whether as a result of new
information, future events or results, or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
Northland Power Inc.
Barb Bokla
Manager, Investor Relations
647-288-1438
Northland Power Inc.
Adam Beaumont
Director of Finance
647-288-1929
(416) 962-6266 (FAX)
investorrelations@northlandpower.ca
www.northlandpower.ca
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