Not for Distribution to U.S. Newswire Services or for Dissemination
in the United States.
Emera Inc. (“Emera” or the “Company”) (TSX: EMA) announced today that in
connection with the recently completed sale (the “Offering”) on
September 28, 2015 by the Company’s direct wholly owned subsidiary,
Emera Holdings NS Company, of $1,900,000,000 aggregate principal amount
of 4.00% convertible unsecured subordinated debentures of the Company
represented by instalment receipts (the “Convertible Debentures”), the
over-allotment option (the “Over-Allotment Option”) granted to the
underwriters to purchase up to an additional $285,000,000 aggregate
principal amount of Convertible Debentures (the “Additional Convertible
Debentures”) at a purchase price per Additional Convertible Debenture
equal to the Offering Price (defined below), has been exercised in full,
generating additional gross proceeds of $285,000,000 (assuming payment
of the Final Instalment (defined below)). The sale of the Additional
Convertible Debentures today brings the aggregate gross proceeds of the
Offering, including the Over-Allotment Option, to $2,185,000,000
(assuming payment of the Final Instalment).
“The exercise in full of this $285,000,000 over-allotment option, in
combination with the $1.9 billion offering that closed earlier this
week, fully addresses Emera’s common equity financing needs for the
acquisition of TECO Energy”, said Scott Balfour, Executive Vice
President and CFO of Emera Inc. “Emera is pleased with the confidence
and strong support the market has shown for this important financing.”
The Additional Convertible Debentures were sold on an instalment basis
at a price of $1,000 per Convertible Debenture (the “Offering Price”),
of which $333 was paid on closing of the sale and the remaining $667
(the “Final Instalment”) is payable on a date (“Final Instalment Date”)
to be fixed following satisfaction of all conditions precedent to the
closing of the Company’s recently announced acquisition of TECO Energy,
Inc. (NYSE:TE) (“TECO Energy”). Prior to the Final Instalment Date, the
Convertible Debentures sold in connection with the Offering and the
Additional Convertible Debentures will be represented by instalment
receipts and will be listed and posted for trading on the Toronto Stock
Exchange under the symbol “EMA.IR”.
The Offering, including the Over-Allotment Option, was underwritten by a
syndicate of underwriters co-led by Scotiabank, RBC Capital Markets, and
JP Morgan, and including CIBC, TD Securities Inc., BMO Capital Markets,
National Bank Financial Inc., Barclays Capital Canada Inc. and Credit
Suisse Securities (Canada) Inc.
Forward Looking Information
This news release contains forward-looking information within the
meaning of applicable securities laws with respect to, among other
things, the completion of the acquisition of TECO Energy; the listing of
securities on the Toronto Stock Exchange; and the timing of the Final
Instalment. Important factors that could cause actual results,
performance and results to differ materially from those indicated by any
such forward-looking statements include risks and uncertainties relating
to the following: (i) the risk that TECO Energy may be unable to obtain
shareholder approval for the proposed acquisition or that Emera or TECO
Energy may be unable to obtain governmental and regulatory approvals
required for the proposed acquisition, or required governmental and
regulatory approvals may delay the proposed acquisition; (ii) the risk
that other conditions to the closing of the proposed acquisition may not
be satisfied; and (iii) the timing to consummate the acquisition. There
can be no assurance that the proposed acquisition will be completed, or
if it is completed, that it will close within the anticipated time
period. These factors should be considered carefully and undue reliance
should not be placed on the forward-looking statements. By its nature,
forward-looking information requires Emera to make assumptions and is
subject to inherent risks and uncertainties. These statements reflect
Emera management’s current beliefs and are based on information
currently available to Emera management. There is risk that predictions,
forecasts, conclusions and projections that constitute forward-looking
information will not prove to be accurate, that Emera’s assumptions may
not be correct and that actual results may differ materially from such
forward-looking information. Additional detailed information about these
assumptions, risks and uncertainties is included in Emera’s securities
regulatory filings, including under the heading “Business Risks and Risk
Management” in Emera’s annual Management Discussion and Analysis, and
under the heading “Principal Risks and Uncertainties” in the notes to
Emera’s annual and interim financial statements which can be found on
SEDAR at www.sedar.com.
Except as required by law, Emera disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
About Emera
Emera Inc. is geographically diverse energy and services company
headquartered in Halifax, Nova Scotia with approximately $10 billion in
assets and 2014 revenues of $2.97 billion. The company invests in
electricity generation, transmission and distribution, as well as gas
transmission and utility energy services. Emera’s strategy is focused on
the transformation of the electricity industry to cleaner generation and
the delivery of that clean energy to market. Emera has investments
throughout northeastern North America, and in four Caribbean countries.
Emera continues to target having 75-85% of its adjusted earnings come
from rate-regulated businesses. Emera common and preferred shares are
listed on the Toronto Stock Exchange and trade respectively under the
symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, and EMA.PR.F, and
the instalment receipts are listed and trade under the symbol EMA.IR.
Additional Information can be accessed at www.emera.com
or at www.sedar.com.
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