Capital Power announces successful completion of consent solicitation process for its 7.95% Fixed-to-Fixed Rate Subordinated Notes, Series 1

EDMONTON, Alberta, Aug. 15, 2024 (GLOBE NEWSWIRE) -- Capital Power Corporation (“Capital Power”, the “Company”, “we”, “us” or “our”) (TSX: CPX) announced today the completion of a previously announced solicitation of consents (the “Consent Solicitation”) from holders (“Holders”) of its C$350M 7.95% Fixed-to-Fixed Rate Subordinated Notes, Series 1, due September 9, 2082 (the “Series 1 Notes”). Based on the report of the tabulation agent for the Consent Solicitation, the Consent Solicitation received strong support and was approved by Holders, significantly exceeding the required threshold of at least 66 2/3% of the aggregate outstanding principal amount of the Series 1 Notes.

As a result, the extraordinary resolution authorizing certain proposed amendments to the indenture governing the Series 1 Notes has been approved. The proposed amendments will be effected by a supplemental indenture dated August 15, 2024 to the indenture governing the Series 1 Notes (the “Series 1 Supplemental Indenture”) and will provide for the exchange (the “Note Exchange”) of all outstanding principal amount of Series 1 Notes for an equal principal amount of a new series of notes referred to as the 7.95% Fixed-to-Fixed Rate Subordinated Notes, Series 3, due September 9, 2082 (the “Series 3 Notes”) issued under a supplemental indenture dated August 15, 2024 to the trust indenture dated as of June 5, 2024 (the “Series 3 Supplemental Indenture”), all as more fully described in the Consent Solicitation Statement dated July 29, 2024. The Series 3 Notes have the same economic terms, including but not limited to the interest rate, interest payment dates, maturity date and redemption provisions as the Series 1 Notes (but excluding provisions of the Series 1 Notes regarding delivery of preferred shares upon the occurrence of certain bankruptcy and related events), including an entitlement under the Series 3 Notes for an amount equal to the interest accrued on the Series 1 Notes that are exchanged. The Note Exchange is expected to commence today, August 15, 2024 upon execution of the Series 1 Supplemental Indenture and the Series 3 Supplemental Indenture. The removal of the provisions for delivery of preferred shares upon the occurrence of certain bankruptcy and related events from Series 3 Notes ensures the Series 3 Notes will rank equally in right of payment with the C$450M 8.125% Fixed-to-Fixed Subordinated Notes, Series 2, due June 5, 2054 in all cases.

Following the completion of the Note Exchange, S&P Global Ratings and Morningstar DBRS are expected to assign and confirm the instrument rating of the Series 3 Notes at BB and BB with a Stable trend, respectively.

RBC Capital Markets and Scotiabank acted as the Solicitation Agents for the Consent Solicitation. Computershare Trust Company of Canada acted as the tabulation agent with respect to the Consent Solicitation.

Territorial Acknowledgement

In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the Indigenous Peoples of Turtle Island, or North America. Capital Power’s head office is located within the traditional and contemporary home of many Indigenous Peoples of the Treaty 6 Territory and Métis Nation of Alberta Region 4. We acknowledge the diverse Indigenous communities that are located in these areas and whose presence continues to enrich the community.

About Capital Power

Capital Power (TSX: CPX) is a growth-oriented power producer with approximately 9,300 MW of power generation at 32 facilities across North America. We prioritize safely delivering reliable and affordable power communities can depend on today, building clean power systems needed for tomorrow, and creating balanced solutions for our energy future. We are Powering Change by Changing Power™.

Forward-looking Information

Certain information in this news release is forward-looking within the meaning of Canadian securities law. Forward-looking information or statements included in this press release are provided to inform the Company’s shareholders and potential investors about possible or assumed future results of operations, descriptions of our business plans and strategies, financial position and the effect of the proposed amendments and the Note Exchange on the Series 1 Notes, the Series 3 Notes or on us, including expectations regarding the ratings to be assigned thereto by Morningstar DBRS and expectations regarding the timing for the completion of the Note Exchange and the execution of the Series 1 Supplemental Indenture and the Series 3 Supplemental Indenture. This information may not be appropriate for other purposes. The forward-looking information in this press release is generally identified by words such as will, anticipate, believe, plan, intend, target, and expect or similar words that suggest future outcomes.

These statements are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, and other factors it believes are appropriate. Although we believe that these statements are based on reasonable assumptions, the Holders should be aware that many important factors could affect our actual financial results, results of operations, the Note Exchange, the Series 1 Notes or the Series 3 Notes, and could cause actual results to differ materially from those expressed in these forward-looking statements. Such factors include, but are not limited to, those set forth in our integrated annual report for the fiscal year ended December 31, 2023.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the specified approval date. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

For more information, please contact:

Investor and Media Relations:

Media Relations

Katherine Perron

(780) 392-5335 

Investor Relations

Roy Arthur

(403) 736-3315