Capital Power completes acquisition of the Hummel and Rolling Hills facilities in PJM for US$2.2 billion (CAD ~$3.0¹ billion)
Hummel Station, LLC ('Hummel'), owner of the 1,124MW Hummel combined cycle natural gas facility in Shamokin Dam, Pennsylvania (the 'Hummel Acquisition'); and
Rolling Hills Generating, LLC ('Rolling Hills'), owner of the 1,023MW Rolling Hills plant, a combustion turbine natural gas facility in Wilkesville, Ohio (the 'Rolling Hills Acquisition' and together with Hummel Acquisition, the 'Acquisition').
The Federal Energy Regulatory Commission approved the Acquisition on June 2, 2025, and the applicable waiting period under the Hart-Scott-Rodino Act, expired on June 4, 2025.
The Acquisition was previously announced on April 14, 2025. Capital Power partially financed the Acquisition with net proceeds from an offering of common shares (the 'Equity Offering') and a private offering of senior notes (the 'Notes Offering'). The Equity Offering, which closed on April 22, 2025, consisted of total gross proceeds of $667 million, including an approximately $517 million bought public offering and an approximately $150 million private placement with Alberta Investment Management Corporation. The Notes Offering, which closed on May 28, 2025, consisted of a private offering of US$1.2 billion aggregate principal amount of senior notes in the U.S. issued by Capital Power (US Holdings) Inc., a U.S. wholly owned subsidiary of the Company, and guaranteed by the Company and the Company's subsidiaries that guarantee the Company's revolving credit facilities. The balance of the Acquisition was funded with additional cash on hand and a drawdown on the Company's existing revolving credit facilities. On April 14, 2025, the Company announced that it had entered into a Commitment Letter for an acquisition term loan with a Canadian chartered bank to fund up to $2 billion of the Acquisition purchase price. The Company will not be drawing on the acquisition term loan and the Commitment Letter will be terminated.
All references to dollar amounts contained herein, including the symbol '$', are to Canadian dollars unless otherwise indicated. Where applicable, amounts were converted from US dollars to Canadian dollars using a 1.3890 exchange rate, as reported by the Bank of Canada on April 11, 2025.
________________________________1 As previously announced, converted from US dollars to Canadian dollars using a 1.3890 exchange rate, as reported by the Bank of Canada on April 11, 2025.
Forward-looking Information This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as 'anticipate', 'proposed', 'estimated', 'estimates', 'would', 'expects', 'intends', 'plans', 'may', 'will', and similar expressions, although not all forward-looking information contain these identifying words.
More particularly and without limitation, the forward-looking information in this news release includes expectations regarding the Acquisition being accretive to adjusted funds from operations per share. Such forward-looking statements are based on certain assumptions and analyses made by Capital Power concerning its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate, including its review of the Acquisition and re-contracting opportunities. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity and other energy (including natural gas) and carbon prices; (ii) the Company's performance; (iii) business prospects and opportunities including expected growth and capital projects; (iv) the energy needs of certain jurisdictions; (v) the status and impact of policy, legislation and regulations; (vi) effective tax rates; (vii) the development and performance of technology; (viii) the anticipated growth in data center energy consumption in North America; (ix) foreign exchange rates; (x) anticipated facility performance and natural gas prices for the Hummel and Rolling Hills facilities; (xi) financing assumptions, including interest rates; and (xii) anticipated sustaining capital expenditures at the Hummel and Rolling Hills facilities.
Whether actual results, performance or achievements will conform to the Company's expectations and predictions are subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company's expectations. Such material risks and uncertainties are: (i) changes in electricity, natural gas and carbon prices in markets in which Capital Power operates and the use of derivatives; (ii) regulatory and political environments, including changes to environmental, climate, financial reporting, market structure and tax legislation; (iii) disruptions, or price volatility within the Company's supply chains; (iv) generation facility availability, wind capacity factor and performance including maintenance expenditures; (v) ability to fund current and future capital and working capital needs; (vi) acquisitions (including the Acquisition) and developments including timing and costs of regulatory approvals and construction; (vii) changes in market prices and the availability of fuel; (viii) ability to realize the anticipated benefits of acquisitions (including the Acquisition) and dispositions; (ix) limitations inherent in the Company's review of acquired assets; (x) changes in general economic and competitive conditions, including inflation; and (xi) changes in the performance and cost of technologies and the development of new technologies, new energy efficient products, services and programs. See Risks and Risk Management in Capital Power's Integrated Annual Report for the year ended December 31, 2024, prepared as of February 25, 2025, and other reports filed by Capital Power with Canadian securities regulators.
The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.
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 is a growth-oriented power producer with approximately 12 GW of power generation at 32 facilities across North America. We prioritize safely delivering reliable and affordable power communities can depend on, building lower-carbon power systems, and creating balanced solutions for our energy future. We are Powering Change by Changing PowerTM.
For more information, please contact:
Media Relations: Katherine Perron (780) 392-5335 kperron@capitalpower.com
Investor Relations: Noreen Farrell (403) 461-5236 investor@capitalpower.com
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