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January 13, 2015
TORONTO, ONTARIO–( Jan. 13, 2015) –
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Northland Power Inc. (“Northland Power” or the “Company”) (TSX:NPI) announced today a public offering, on a “bought deal” basis, of $150 million principal amount of convertible unsecured subordinated debentures, at a price of $1,000 per debenture, with an interest rate of 4.75% per annum, payable semi-annually on the last day of June and December commencing on June 30, 2015 (the “Debentures”). The Debentures will mature on June 30, 2020.
The offering is being made through a syndicate of underwriters led by BMO Capital Markets, CIBC and National Bank Financial.
The Company has also granted the underwriters the option to purchase up to $7.5 million principal amount of additional Debentures at a price of $1,000 per Debenture to cover over-allotments, exercisable in whole or in part anytime up to 30 days following closing of the offering.
The Debentures will be convertible at the holder’s option into common shares of the Company at a conversion price of $21.60 per common share. The debentures will not be redeemable prior to June 30, 2018. On and after June 30, 2018 and prior to June 30, 2019, the Debentures may be redeemed in whole or in part from time to time at the Company’s option, at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. On or after June 30, 2019 and prior to the Maturity Date, the Debentures may be redeemed in whole or in part from time to time at the Company’s option, at a price equal to their principal amount plus accrued and unpaid interest.
The net proceeds of the offering will be used to fund a portion of Northland’s investments in Nordsee One and the Grand Bend wind farm in Ontario, to replenish working capital and for general corporate purposes.
The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about January 22, 2015.
The Debentures will be offered by way of a prospectus supplement under the Company’s short form base shelf prospectus dated April 17, 2014 and on a private placement basis in the United States.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 1,345 MW of operating generating capacity; 640 MW (400 MW net to Northland) of generating capacity under construction, including a 60% equity stake in Gemini, a 600 MW (360 MW net to Northland) offshore wind project in the North Sea near the Netherlands; and 456 MW (348 MW net to Northland) of projects with awarded power contracts under advanced development, including an 85% equity stake in Nordsee One, a 332 MW (282 MW net to Northland) offshore wind project in the North Sea near Germany. Northland’s cash flows are diversified over four geographically separate regions and regulatory jurisdictions in Canada and Europe.
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.B, respectively.
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 plans for raising capital. These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements, including 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, operational risks, foreign exchange rates, regulatory risks, 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 2013 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 January 13, 2015. 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.
Northland Power Inc.
Manager, Investor Relations