Northland Power Announces Closing of Secondary Offering of Common Shares
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.TO) announces the closing of the secondary offering announced on March 18, 2019 (the "Offering"), consisting of 32,120,000 common shares plus an additional 4,818,000 shares exercised by the Underwriters pursuant to the exercise in full of their over-allotment option, totaling 36,938,000 common shares (collectively, the "Common Shares") of Northland held by Northland Power Holdings Inc. and other related persons and entities controlled, directly or indirectly, by James C. Temerty (collectively, the "Selling Shareholders"). The Common Shares were offered by the Selling Shareholders at a price of $23.35 per Common Share, representing $862,502,300 of gross proceeds. Northland will not receive any proceeds from the Offering.
The Offering was made through a syndicate of underwriters on a bought deal basis led by CIBC Capital Markets (the "Underwriters").
Prior to completion of the Offering, James C. Temerty had beneficial ownership, or exercised control and direction over, 57,625,884 common shares of Northland representing approximately 32.16% of the common shares and 1,000,000 class A shares of Northland ("Class A Shares"), representing all of the Class A Shares. Immediately following completion of the Offering, Mr. Temerty beneficially owned, or exercised control and direction over, 20,687,884 common shares of Northland representing approximately 11.54% of the common shares and 1,000,000 Class A Shares, representing all of the Class A Shares.
Mr. Temerty and the Selling Shareholders have no plans to dispose of any further Common Shares, except that Mr. Temerty, directly or through holding companies he controls, may donate a number of Common Shares to the Temerty Foundation (formerly the Temerty Family Foundation), a charitable foundation of which he and other family members are directors. Any Common Shares donated to the Temerty Foundation will be subject to the lock-up agreement made by Mr. Temerty and the Selling Shareholders in favour of the Underwriters in connection with the Offering. The Selling Shareholders may in their sole discretion participate in Northland's dividend reinvestment plan, thereby acquiring ownership of more Common Shares.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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.
ABOUT NORTHLAND POWER
Northland Power 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 an economic interest in 2,429 MW (net 2,014 MW) of operating generating capacity and 269 MW of generating capacity under construction, representing the Deutsche Bucht offshore wind project in the North Sea, in addition to its 60% equity stake in the 1,044 MW Hai Long projects under development in Taiwan.
Northland's common shares, Series 1, Series 2 and Series 3 preferred shares and Series C convertible debentures trade on the Toronto Stock Exchange under the symbols NPI, NPI.PR.A, NPI.PR.B, NPI.PR.C and NPI.DB.C, respectively.
For further information, please contact:
Wassem Khalil, Senior Director, Investor Relations & Strategy
+1 (647) 288-1019