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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Algonquin Power | NYSE:AQN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.08 | -1.30% | 6.09 | 6.21 | 6.10 | 6.19 | 4,115,511 | 01:00:00 |
Issuer:
|
Algonquin Power & Utilities Corp., a corporation duly incorporated, organized and existing under the laws of Canada
|
Stock Ticker:
|
New York Stock Exchange / Toronto Stock Exchange “AQN”
|
Pricing Date:
|
June 17, 2021
|
Trade Date:
|
June 18, 2021
|
NYSE Closing Price of the Common Shares on June 17, 2021:
|
$15.00 per share
|
Settlement Date:
|
June 23, 2021 (T+3)
|
Registration/Prospectus Format:
|
SEC Registered on Form F-10 and qualified for distribution in each of the provinces of Canada pursuant to the United States/Canada Multi-Jurisdictional Disclosure System (MJDS).
|
Title of Securities:
|
Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of (i) a Purchase Contract issued by the Issuer and (ii) initially,
a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 1.18% remarketable senior notes due 2026 to be issued by the Issuer (each being referred to as a “Note”).
|
Number of Equity Units Offered:
|
20,000,000 (or 23,000,000 if the Underwriters exercise their option to purchase up to 3,000,000 additional Corporate Units in full, solely to cover over-allotments) (upsized from 18,000,000
(or 20,700,000 if the Underwriters exercise their option to purchase up to 2,700,000 additional Corporate Units in full, solely to cover over-allotments).
|
Aggregate Offering Amount:
|
$1,000,000,000 (or $1,150,000,000 if the Underwriters exercise their over-allotment option in full) (upsized from $900,000,000 (or $1,035,000,000 if the Underwriters exercise their
over-allotment option in full).
|
Stated Amount per Equity Unit:
|
$50.00
|
Corporate Unit Public Offering Price:
|
$50.00 per Corporate Unit
|
Underwriting Commissions:
|
$1.20 per Corporate Unit
$24 million in aggregate (or approximately $27.6 million if the Underwriters exercise their over-allotment option in full).
|
Estimated Net Proceeds to the Issuer from the Offering:
|
The Issuer estimates that it will receive net proceeds of $976 million from the sale of Corporate Units in the Offering after deducting the underwriting commissions but before deducting the
estimated Offering expenses. The Issuer estimates that it will receive net proceeds of approximately $1,122.4 million if the Underwriters exercise their over-allotment option in full after deducting the underwriting commissions but before
deducting the estimated Offering expenses.
|
Interest Rate on the Notes:
|
1.18% per year subject to reset in connection with a successful remarketing.
|
Interest Payment Dates:
|
Prior to a successful remarketing, March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2021.
|
Contract Adjustment Payment Rate:
|
6.57% per year on the stated amount per Equity Unit, or $3.285 per year, subject to the Issuer’s right to defer contract adjustment payments, as described in the Preliminary Prospectus
Supplement.
|
Contract Adjustment Payment Dates:
|
March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2021.
|
Deferred Contract Adjustment Payments:
|
Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal to 7.75% per annum, compounded on each contract adjustment payment date to, but
excluding, the contract adjustment payment date on which such deferred contract adjustment payments are paid.
|
Total Distribution Rate on the Corporate Units:
|
7.75% per annum.
|
Reference Price:
|
$15.00 (subject to adjustment, as described in the Preliminary Prospectus Supplement).
|
Threshold Appreciation Price:
|
$18.00 (subject to adjustment, as described in the Preliminary Prospectus Supplement), which represents appreciation of 20% over the reference price.
|
Minimum Settlement Rate:
|
2.7778 Common Shares (subject to adjustment, as described in the Preliminary Prospectus Supplement), which is approximately equal to the $50.00 stated amount per Equity Unit, divided by the threshold appreciation price.
|
Maximum Settlement Rate:
|
3.3333 Common Shares (subject to adjustment, as described in the Preliminary Prospectus Supplement), which is approximately equal to the $50.00 stated amount per Equity Unit, divided by the reference price.
|
Purchase Contract Settlement Date:
|
June 15, 2024 (or if such day is not a business day, the following business day).
|
Notes Maturity Date:
|
June 15, 2026.
|
Joint Bookrunning Managers:
|
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
BMO Capital Markets Corp.
Morgan Stanley & Co. LLC
BofA Securities, Inc.
|
Co-Managers:
|
CIBC World Markets Corp.
National Bank of Canada Financial Inc.
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
|
Listing:
|
The Issuer intends to apply to list the Corporate Units on the New York Stock Exchange and expects trading to commence within 30 days of the date of initial issuance of the Corporate Units.
|
CUSIP for the Corporate Units:
|
015857 873
|
ISIN for the Corporate Units:
|
US0158578734
|
CUSIP for the Treasury Units:
|
015857 865
|
ISIN for the Treasury Units:
|
US0158578650
|
CUSIP for the Notes:
|
015857 AF2
|
ISIN for the Notes:
|
US015857AF21
|
Allocation of the Purchase Price for U.S. Federal Income Tax Purposes:
|
The Issuer will report the initial fair market value of each of the Notes as $50.00 (or 100% of the issue price of a Corporate Unit)
and the fair market value of each Purchase Contract as $0 (or 0% of the issue price of a Corporate Unit).
|
Allocation of the Purchase Price for Canadian Federal Income Tax Purposes:
|
The Issuer will report the initial fair market value of each of the Notes as $50.00 (or 100% of the issue price of a Corporate Unit)
and the fair market value of each Purchase Contract as $0 (or 0% of the issue price of a Corporate Unit).
|
Early Settlement:
|
Subject to certain conditions described under “Description of the Purchase Contracts-Early Settlement” in the Preliminary Prospectus Supplement, a holder of Corporate Units or Treasury Units
may settle the related Purchase Contracts at any time prior to 4:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, other than during a blackout period (as described in the
Preliminary Prospectus Supplement) in the case of Corporate Units. An early settlement may be made only in integral multiples of 20 Corporate Units or 20 Treasury Units; however, if the Treasury portfolio has replaced the Notes as a component
of the Corporate Units following a successful optional remarketing, holders of Corporate Units may settle early only in integral multiples of 400,000 Corporate Units. If a Purchase Contract is settled early, the number of Common Shares to be
issued per Purchase Contract will be equal to the Minimum Settlement Rate (subject to adjustment, as described in the Preliminary Prospectus Supplement).
|
Early Settlement Upon a Fundamental Change:
|
Subject to certain conditions described under “Description of the Purchase Contracts-Early Settlement Upon a Fundamental Change” in the Preliminary Prospectus Supplement, following a
“fundamental change” (as defined in the Preliminary Prospectus Supplement) that occurs prior to the 20th business day preceding the Purchase Contract Settlement Date, each holder of a Purchase Contract will have the right to accelerate and
settle the Purchase Contract early on the fundamental change early settlement date (as defined in the Preliminary Prospectus Supplement) at the settlement rate determined as if the applicable market value equaled the share price (as defined in
the Preliminary Prospectus Supplement), plus an additional make-whole amount of Common Shares (such additional make-whole amount of Common Shares being hereafter referred to as the “make-whole shares”). This right is referred to as the
“fundamental change early settlement right” in the Preliminary Prospectus Supplement.
|
The number of make-whole shares per Purchase Contract applicable to a fundamental change early settlement will be determined by reference to the table below, based on the date on which the
fundamental change occurs or becomes effective (the “effective date”) and the “share price” (as defined in the Preliminary Prospectus Supplement) for the fundamental change:
|
Effective Date
|
$5.00
|
$7.50
|
$10.00
|
$12.50
|
$15.00
|
$16.00
|
$18.00
|
$25.00
|
$30.00
|
$40.00
|
$55.00
|
$75.00
|
$100.00
|
June 23, 2021
|
0.8785
|
0.5654
|
0.3778
|
0.2044
|
0.0000
|
0.1852
|
0.4273
|
0.2182
|
0.1576
|
0.1026
|
0.0635
|
0.0356
|
0.0165
|
June 15, 2022
|
0.7915
|
0.5147
|
0.3523
|
0.1906
|
0.0000
|
0.1608
|
0.3950
|
0.1886
|
0.1385
|
0.0941
|
0.0609
|
0.0373
|
0.0210
|
June 15, 2023
|
0.4935
|
0.3233
|
0.2297
|
0.1178
|
0.0000
|
0.0801
|
0.2971
|
0.1111
|
0.0842
|
0.0593
|
0.0393
|
0.0251
|
0.0154
|
June 15, 2024
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
The share prices set forth in the first row of the table above (i.e., the column headers) will be adjusted upon
the occurrence of certain events requiring anti-dilution adjustments to the fixed settlement rates in a manner inversely proportional to the adjustments to the fixed settlement rates, as described in the Preliminary Prospectus Supplement.
The exact share price and effective date applicable to a fundamental change may not be set forth on the table,
in which case:
• if the share price is between two share prices on the table or the effective date is between two effective dates on the table, the
number of make-whole shares will be determined by straight line interpolation between the make-whole share amounts set forth for the higher and lower share prices and the two effective dates based on a 365-day year, as applicable;
• if the share price is in excess of $100.00 (subject to adjustment in the same manner as the share prices set forth in the first row
of the table, as described above), then the make-whole share amount will be zero; and
• if the share price is less than $5.00 (subject to adjustment in the same manner as the share prices set forth in the first row of the
table, as described above) (the “minimum share price”), then the make-whole share amount will be determined as if the share price equaled the minimum share price, using straight line interpolation, as described above in the first bullet, if
the effective date is between two effective dates on the table.
|
|
Unless the Treasury portfolio has replaced the Notes as a component of the Corporate Units as a result of a successful optional remarketing, holders of Corporate Units may exercise the
fundamental change early settlement right only in integral multiples of 20 Corporate Units. If the Treasury portfolio has replaced the Notes as a component of Corporate Units, holders of the Corporate Units may exercise the fundamental change
early settlement right only in integral multiples of 400,000 Corporate Units. A holder of Treasury Units may exercise the fundamental change early settlement right only in integral multiples of 20 Treasury Units.
|
1 Year Algonquin Power Chart |
1 Month Algonquin Power Chart |
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