Press release from Marketwire
Northland Power Announces Closing of $158 Million of Common Shares, $75 Million of Extendible Convertible Debentures and Concurrent Private Placement of $50 Million of Common Shares
Wednesday, March 05, 2014
Northland Power Announces Closing of $158 Million of Common Shares, $75 Million of Extendible Convertible Debentures and Concurrent Private Placement of $50 Million of Common Shares08:28 EST Wednesday, March 05, 2014
TORONTO, ONTARIO--(Marketwired - March 5, 2014) -
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) (TSX:NPI.DB.B) is pleased to announce the closing of the previously announced bought deal offering (the "Offering") of 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, series B (the "Debentures"). The underwriters have exercised their over-allotment option in respect of the Offering of Common Shares bringing the total number of Common Shares issued to 9,843,750 shares and the total proceeds to $157,500,000.
Northland is also pleased to announce the concurrent closing, on a private placement basis, of the previously announced issuance of 3,125,000 Common Shares (the "Private Placement") to a subsidiary of Northland Power Holdings Inc., a company controlled by Mr. James C. Temerty, at the same price per Common Share offered to the public pursuant to the Offering.
The Debentures commence trading on the TSX today under the symbol NPI.DB.B. The first interest payment on the Debentures, accruing from March 5, 2014 to but excluding June 30, 2014, will be in the amount of $16.02 per $1,000 Debenture.
Northland intends to use the net proceeds of the Offering and the proceeds of the Private Placement to fund a portion of Northland's equity commitment and subordinated loan to project Gemini and for general corporate purposes.
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.
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, NPI.DB.A 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 the use of proceeds of the Offering and Private Placement, 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 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 March 5, 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.
Manager, Investor Relations
Northland Power Inc.
Director of Finance
(416) 962-6266 (FAX)