Capital Power Announces Closing of US$1.2 Billion of Senior Notes

Press Release

May 28, 2025

EDMONTON, Alberta – Capital Power Corporation (TSX: CPX) (“Capital Power” or the “Company”) announced today the closing of a private offering of US$700 million aggregate principal amount of 5.257% senior notes due 2028 (the “2028 Notes”) and US$500 million aggregate principal amount of 6.189% senior notes due 2035 (the “2035 Notes” and, collectively, the “Notes”) issued by Capital Power (US Holdings) Inc., a U.S. wholly-owned subsidiary of the Company.  The Notes are guaranteed by the Company and the Company’s subsidiaries that guarantee the Company’s revolving credit facilities.

The Company intends to use the net proceeds from the offering to fund a portion of the purchase price for the previously announced acquisition of 100% of the equity interests in Hummel Station, LLC, which owns the 1,124 MW Hummel Station, a combined-cycle natural gas facility in Shamokin Dam, Pennsylvania, and 100% of the equity interests in Rolling Hills Generating, L.L.C., which owns the 1,023 MW Rolling Hills plant, a combustion turbine natural gas facility in Wilkesville, Ohio (together, the “Acquisition”).  The 2035 Notes are subject to a special mandatory redemption if the Company does not consummate the Acquisition on or prior to the later of (i) January 15, 2026 or (ii) the date that is five business days after any later date to which the parties to the acquisition agreement may agree to extend the outside date in the acquisition agreement, or the Company notifies the trustee that it will not pursue the consummation of the Acquisition.  If the Acquisition is not completed, the Company intends to use the net proceeds from the offering to fund such special mandatory redemption and the remaining to finance future growth opportunities including acquisitions, finance capital development expenditures, reduce outstanding indebtedness or for other general corporate purposes.

The offer and sale of the Notes have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any United States state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and non U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act. The offer and sale of the notes were not qualified for sale under the securities laws of any province or territory of Canada. In Canada, the Notes were offered and sold on a private placement basis in certain provinces of Canada pursuant to exemptions from, or transactions not subject to, the prospectus requirements under applicable securities legislation in Canada. This news release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

About Capital Power

Capital Power is a growth-oriented power producer with approximately 10 GW of power generation at 30 facilities across North America. We prioritize safely delivering reliable and affordable power communities can depend on, building lower-carbon power systems, and creating balanced solutions for our energy future. We are Powering Change by Changing Power^TM.

Contact

Media Relations

Katherine Perron
(780) 392-5335
kperron@capitalpower.com