Boralex Inc. (TSX: BLX) (“Boralex” or the “Corporation”) is pleased to announce that it has completed the acquisition (the “Acquisition”) of all of the economic interests of Invenergy Renewables LLC (“Invenergy”) in 5 wind farms in Québec (the “Projects”), totaling 201 MW of net installed capacity, for a total cash consideration of $215 million, subject to post-closing adjustments to the purchase price under the acquisition agreements.
Located in the MRC d’Avignon and the MRC des Appalaches in Eastern Québec, the Projects were commissioned between March 2012 and December 2016. They comprise state-of-the-art Enercon and GE turbines. The Projects benefit from long-term Power Purchase Agreements (“PPAs”) with Hydro-Québec Distribution expiring between 2032 and 2041.
The Acquisition is expected to strengthen Boralex’s leading position in the Canadian renewable energy sector and is consistent with the Corporation’s proven acquisition strategy. The Acquisition adds 201 MW of clean energy to Boralex’s asset portfolio, increasing the Corporation’s net installed capacity by nearly 12% to 1,820 MW while extending its portfolio’s weighted average PPA term to 14 years. “This acquisition highlights the strength of our acquisition capabilities in this competitive marketplace where Boralex captures operational synergies,” said Patrick Lemaire, President and Chief Executive Officer at Boralex. “This acquisition contributes to our objective of sustainable and predictable cash flow growth for our investors while supporting the generation of electricity derived from renewable energy for thousands of homes in Québec.”
Boralex becomes the new manager of the sites by assuming the facilities management agreements currently in place and as such will manage the day-to-day business and affairs of the Projects which will immediately provide additional operating cash flows and is also expected over time to lead to increased operational synergies for Boralex as a whole.
All required approvals and consents for the Acquisition, including from the Competition Bureau of Canada, Hydro-Québec and the lenders under the credit agreements for the Projects, were obtained prior to the closing of the Acquisition. The community partners holding the remaining interests in two of the projects (Le Plateau II and Roncevaux) also waived their rights of first offer to acquire Invenergy’s economic interests.
The aggregate cash consideration for the Acquisition of $215 million was financed using the net proceeds from the Corporation’s previously announced $207 million public bought deal offering of subscription receipts completed through a syndicate of underwriters and a $51.8 million concurrent private placement of subscription receipts with the Caisse de dépôt et placement du Québec.
With the closing of the Acquisition now effective, each subscription receipt will be exchanged for one common share in the capital of the Corporation (each, a “Common Share”) without additional consideration and without further action by the holders of subscription receipts. Holders of subscription receipts will also be entitled to receive a cash amount for each subscription receipt equivalent to the dividend payable on or about September 18, 2018 to holders of record of Common Shares as of August 31, 2018.
Trading in the subscription receipts will be halted from the Toronto Stock Exchange (the “TSX”) today and the transfer register maintained by the subscription receipt agent will be closed and the subscription receipts will be delisted by the TSX after close of business today. Trading on the TSX of the underlying Common Shares is expected to begin at the opening of the market on September 17, 2018.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction 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 registration or qualification under the securities laws of any such province, state or jurisdiction. This press release does not constitute an offer to sell or the solicitation to buy securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. 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.
Boralex develops, builds and operates renewable energy power facilities in Canada, France, the United Kingdom and the United States. A leader in the Canadian market and France’s largest independent producer of onshore wind power, the Corporation is recognized for its solid experience in optimizing its asset base in four power generation types — wind, hydroelectric, thermal and solar. Boralex ensures sustained growth by leveraging the expertise and diversification developed over the past 25 years. Boralex’s shares and convertible debentures are listed on the Toronto Stock Exchange under the ticker symbols BLX and BLX.DB.A, respectively.
