CALGARY, ALBERTA--(Marketwired - Dec. 19, 2016) - TransAlta Corporation ("TransAlta" or the
"Corporation") (TSX:TA)(NYSE:TAC) announced today that its Board of Directors has approved a transaction
pursuant to which all the currently outstanding first preferred shares in the capital of the Corporation are proposed to be
exchanged for shares in a single new series of cumulative redeemable minimum rate reset first preferred shares, series 1, in the
capital of the Corporation (the "New Preferred Shares") pursuant to a plan of arrangement (the
"Arrangement"). The terms of the New Preferred Shares will be substantially the same as the terms of the existing first preferred
shares with the exception of an adjustment to the reset spread to 5.29%, a change to December 31, 2021 for the next reset date,
and the addition of a minimum reset coupon rate of 6.5%.
The Corporation currently has four series of cumulative redeemable rate reset first preferred shares outstanding, being the
series A shares, series C shares, series E shares and series G shares, and one series of cumulative redeemable floating rate
first preferred shares outstanding, being the series B shares (collectively, the "Existing Preferred
Shares"). Pursuant to the Arrangement, the outstanding Existing Preferred Shares will be exchanged for New
Preferred Shares at an exchange ratio specific to each series of Existing Preferred Shares.
The Arrangement is expected to provide several benefits to holders of Existing Preferred Shares including:
- dividend volatility will be minimized as a result of the downside protection provided under the terms of the New Preferred
Shares, which will include a "minimum floor" mechanism pursuant to which holders of the New Preferred Shares will have
certainty that the reset coupon rate will be no lower than 6.50%;
- the dividends to be paid to holders of the New Preferred Shares are expected to be greater than the current dividends
received by holders of the Existing Preferred Shares over the initial five-year reset period based on current interest rate
levels;
- trading liquidity is expected to be enhanced, as the consolidation of the Existing Preferred Shares into one series of New
Preferred Shares is expected to provide holders of New Preferred Shares with more flexibility and depth in the market to buy
and sell such New Preferred Shares; and
- the exchange of Existing Preferred Shares for New Preferred Shares will constitute an automatic tax deferred exchange for
Canadian income tax purposes. The Arrangement will, however, provide holders of Existing Preferred Shares with an option,
at their election, to have the exchange occur in a manner which may allow a shareholder to realize a capital gain or a capital
loss for Canadian income tax purposes.
The Arrangement is also expected to benefit TransAlta by:
- reducing the Corporation's notional capital balance of preferred shares by approximately $300 million, which strengthens
the balance sheet and improves certain financial ratios; and
- providing future preferred share issuance capacity based on the equity treatment guidelines of the Corporation's credit
rating agencies.
Pursuant to the Arrangement, (i) holders of series A shares will receive 0.503 of a New Preferred Share; (ii) holders of
series B shares will receive 0.550 of a New Preferred Share; (iii) holders of series C shares will receive 0.705 of a New
Preferred Share; (iv) holders of series E shares will receive 0.790 of a New Preferred Share; and (v) holders of series G shares
will receive 0.820 of a New Preferred Share. The New Preferred Shares will pay fixed cumulative dividends of $1.625 per
share per annum, yielding 6.5% per annum, payable on the last business day of March, June, September and December of each year,
as and when declared by the Board of Directors of TransAlta. The dividend rate will be reset on December 31, 2021 and every
five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 5.29%, provided that,
in any event, such calculated rate shall not be less than 6.50%. The New Preferred Shares will be redeemable by TransAlta, at its
option, on December 31, 2021 and on December 31 in every fifth year thereafter.
The Corporation will deliver an information circular, describing the proposed Arrangement in greater detail, to holders of
Existing Preferred Shares entitled to vote in connection with the Arrangement, with a view to completing the Arrangement in the
first quarter of 2017. Holders of Existing Preferred Shares are encouraged to review the information circular as it includes
important information pertaining to the Arrangement.
The closing of the Arrangement will be subject to various conditions to be set out in the information circular, including: (i)
the approval of not less than two-thirds of the votes cast in person or by proxy at a special meeting of holders of each series
of Existing Preferred Shares; (ii) approval of the Arrangement by the Court of Queen's Bench of Alberta; and (iii) any
required regulatory approvals, including the listing of the New Preferred Shares on the Toronto Stock Exchange.
PricewaterhouseCoopers LLP has provided its fairness opinion that the Arrangement is fair, from a financial point of view, to
holders of each series of Existing Preferred Shares. Based on the fairness opinion and after consulting with its financial
and legal advisors, among other considerations, the Board of Directors of the Corporation (i) has unanimously determined that the
Arrangement is in the best interests of the Corporation; (ii) has unanimously determined that the Arrangement is fair to the
holders of each series of Existing Preferred Shares; and (iii) recommends that holders of each series of Existing Preferred
Shares vote in favour of the Arrangement. In connection with the Arrangement, CIBC World Markets Inc. acted as the financial
advisor to the Corporation and Norton Rose Fulbright Canada LLP acted as legal counsel to the Corporation.
About TransAlta Corporation
TransAlta is a power generation and wholesale marketing company focused on creating long-term shareholder value. TransAlta
maintains a low-to-moderate risk profile by operating a highly contracted portfolio of assets in Canada, the United States and
Australia. TransAlta's focus is to efficiently operate wind, hydro, solar, natural gas and coal facilities in order to provide
customers with a reliable, low-cost source of power. For over 100 years, TransAlta has been a responsible operator and a proud
contributor to the communities in which it works and lives. TransAlta has been recognized on CDP's Canadian Climate Disclosure
Leadership Index (CDLI), which includes Canada's top 20 leading companies reporting on climate change, and has been selected by
Corporate Knights as one of Canada's Top 50 Best Corporate Citizens and is recognized globally for its leadership on
sustainability and corporate responsibility standards by FTSE4Good.
For more information about TransAlta, visit our web site at www.transalta.com, or follow us on Twitter @TransAlta.
Cautionary Statement Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or
statements. All statements other than statements of historical facts included in this news release may constitute
forward-looking statements, including statements regarding the Arrangement including completion of the Arrangement and the timing
in respect thereof, the rights, privileges, restrictions and conditions attaching to the New Preferred Shares, the expected
benefits of the Arrangement to the holders of the Existing Preferred Shares and to the Corporation, the exchange ratios in
respect of the number of New Preferred Shares to be issued in exchange for the Existing Preferred Shares, the expected dividends
to be paid on the New Preferred Shares and receipt of all required approvals including shareholder approvals, court approval and
regulatory approvals and the timing associated with such approvals. By their nature, forward-looking information requires us
to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions and other
forward-looking information will not prove to be accurate and readers are cautioned not to place undue reliance on our
forward-looking information as a number of factors could cause actual future results, conditions, actions or events to differ
materially from the targets, expectations, estimates or intentions expressed in the forward-looking information. Some of the
factors that could cause such differences include: failure to obtain necessary approvals in a timely fashion or at all;
legislative or regulatory developments and their impacts: global capital markets activity; changes in prevailing interest rates;
currency exchange rates; inflation levels; general economic conditions in the geographic areas where we operate; and
deterioration of financial markets. Readers are cautioned not to place undue reliance on these forward-looking statements, which
reflect TransAlta's expectations only as of the date of this news release. TransAlta disclaims any intention or obligation to
update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
Note: All financial figures are in Canadian dollars unless otherwise indicated.