AltaGas Announces the Filing of the Final Prospectus and Pricing for the Initial Public Offering of AltaGas Canada Inc., Which Includes AltaGas' Canadian Utilities and Certain Renewable Power Assets in Canada
AltaGas continues to execute on its strategy to reshape the company with a focus on Gas and U.S. Utilities
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
CALGARY, Oct. 18, 2018 /CNW/ -
- Final pricing for AltaGas Canada Inc.'s ("ACI") initial public offering ("IPO") at $14.50 per common share (the "Offering Price") for between 16,500,000 and 18,975,000 common shares for aggregate gross proceeds from the sale of common shares of between $239 million and $275 million (if the over-allotment option is exercised in full).
- Total cash proceeds for AltaGas from the IPO are expected to be between $874 and $910 million1, which will be funded by ACI through the sale of common shares and $635 million in debt.2
- Upon successful completion of the IPO, AltaGas will exceed its $2.0 billion target on its asset monetization plan with respect to the repayment of its bridge facility, with approximately $2.4 billion expected to be raised.
- AltaGas expects to hold common shares of ACI within a range between approximately 37% (if the over-allotment option is exercised in full) to 45% (if the over-allotment option is not exercised) following the IPO.
AltaGas Ltd. (AltaGas) (TSX: ALA) announced today that ACI has filed and obtained a receipt for the final prospectus and pricing with respect to the IPO from the securities regulatory authorities in Canada. At the Offering Price, ACI has agreed to sell between 16,500,000 and 18,975,000 common shares for aggregate gross proceeds of approximately $239 million to $275 million (if the over-allotment option is exercised in full).
"The successful initial public offering of ACI represents another important milestone in reshaping AltaGas, to focus on Gas and U.S. Utilities," said Mr. David Cornhill, Chairman and interim co-Chief Executive Officer of AltaGas. "At the same time, the IPO also serves to strengthen our balance sheet, with up to $910 million in proceeds being used to pay down a significant portion of our bridge facility."
AltaGas has been rapidly repaying its bridge facility and expects to meet its commitment to have the bridge facility retired in the fourth quarter of 2018. The final step for the bridge repayment is approximately US $1.1 billion in financing, which is expected to include term debt and hybrid securities offerings.
The IPO is being made through a syndicate of underwriters jointly led by RBC Capital Markets, TD Securities Inc. and J.P. Morgan Securities Canada Inc. (the "Underwriters"). AltaGas, ACI and the Underwriters have entered into an underwriting agreement in respect of the IPO.
The IPO is expected to close on or about October 25, 2018. Completion of the IPO is subject to, and conditional upon the receipt of all necessary approvals, including regulatory approvals. The Toronto Stock Exchange ("TSX") has conditionally approved the listing of the common shares of ACI under the symbol "ACI". Listing of the common shares of ACI on the TSX is subject to ACI fulfilling all of the requirements of the TSX on or before January 8, 2019, including the distribution of the common shares of ACI to a minimum number of public shareholders.
The Underwriters have been granted an over-allotment option exercisable at the Underwriters' sole discretion, to purchase up to an additional 2,475,000 common shares (for a total 18,975,000 common shares if the over-allotment option is exercised in full) of ACI at the Offering Price, exercisable in whole or in part up to 30 days after closing of the IPO.
There can be no assurance that the IPO will be completed. An investment in the common shares of ACI is subject to a number of risks. The final prospectus contains important information relating to the IPO. For more information, potential investors should read the final prospectus which is available on SEDAR at www.sedar.com. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy the common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities offered pursuant to the amended and restated preliminary prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, these securities may not be offered or sold within the United States or to a U.S. person unless registered under the U.S. Securities Act and applicable state securities laws or except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.
AltaGas is an energy infrastructure company with a focus on natural gas, power and regulated utilities. AltaGas creates value by growing and optimizing its energy infrastructure, including a focus on clean energy sources. For more information visit: www.altagas.ca.
FORWARD LOOKING INFORMATION
This news release contains forward-looking information (forward-looking statements). Words such as "may", "can", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "aim", "seek", "propose", "contemplate", "estimate", "focus", "strive", "forecast", "expect", "project", "target", "potential", "objective", "continue", "outlook", "vision", "opportunity" and similar expressions suggesting future events or future performance, as they relate to AltaGas or any affiliate of the AltaGas, are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Specifically, such forward-looking statements included in this document include, but are not limited to, statements with respect to the following: the expected execution of AltaGas' strategy to reshape the company with a focus on Gas and US Utilities; expected proceeds from the IPO and dependence on whether the over-allotment option is exercised; expected AltaGas ownership interest in ACI following the IPO; expected closing and timing of the closing of the IPO; expected use of proceeds to repay debt; expected offerings of term debt and hybrid securities, and timing of such offerings; expected timing of the repayment of the bridge facility; and strengthening of AltaGas' balance sheet;
AltaGas' forward-looking statements are subject to certain risks and uncertainties which could cause results or events to differ from current expectations, including, without limitation: access to and use of capital markets; market value of AltaGas' securities; AltaGas' ability to pay dividends; AltaGas' ability to service or refinance its debt and manage its credit rating and risk; prevailing economic conditions; potential litigation; AltaGas' relationships with external stakeholders, including Aboriginal stakeholders; volume throughput and the impacts of commodity pricing, supply, composition and other market risks; available electricity prices; interest rate, exchange rate and counterparty risks; legislative and regulatory environment; underinsured losses; weather, hydrology and climate changes; the potential for service interruptions; AltaGas' ability to economically and safely develop, contract and operate assets; AltaGas' ability to update infrastructure on a timely basis; AltaGas' dependence on certain partners; impacts of climate change and carbon taxing; effects of decommissioning, abandonment and reclamation costs; impact of labour relations and reliance on key personnel; cybersecurity risks; and risks associated with the underlying business of WGL. In particular, in this news release references to expected proceeds associated with the IPO are subject to a number of risks and uncertainties, including, without limitation, the demand for the equity offered in the IPO, and other capital markets conditions prevailing until closing of the IPO. Applicable risk factors are discussed more fully under the heading "Risk Factors" in the Corporation's AIF for the year ended December 31, 2017.
Many factors could cause AltaGas' or any particular business segment's actual results, performance or achievements to vary from those described in this news release, including, without limitation, those listed above and the assumptions upon which they are based proving incorrect. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release as intended, planned, anticipated, believed, sought, proposed, estimated, forecasted, expected, projected or targeted and such forward-looking statements included in this news release, should not be unduly relied upon. The impact of any one assumption, risk, uncertainty or other factor on a particular forward-looking statement cannot be determined with certainty because they are interdependent and AltaGas' future decisions and actions will depend on management's assessment of all information at the relevant time. Such statements speak only as of the date of this news release. AltaGas does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law. The forward-looking statements contained in this news release are expressly qualified by these cautionary statements.
Financial outlook information contained in this news release about prospective financial performance, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this news release should not be used for purposes other than for which it is disclosed herein.
1 The total cash proceeds are before the deduction of underwriting fees.
2 The $635 million in debt includes a new term debt issuance, intercompany loans and the assumption of existing indebtedness.
SOURCE AltaGas Ltd.