Capital Power Corporation (TSX:CPX)
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Apr 27, 2026, 4:00 PM EST
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M&A Announcement

Nov 20, 2023

Operator

Thank you for standing by, and welcome to Capital Power Conference Call. At this time, I would like to go ahead and turn the conference over to your speaker for today.

Katherine Apthorpe
VP, Investor Relations, Capital Power

Good afternoon, and thank you for joining us today to review Capital Power's acquisition of the La Paloma and Harquahala gas-fired generation assets, which we announced earlier this afternoon. Our presentation for this conference call and our media release regarding the announcement are posted on our website at capitalpower.com. Before we start, I would like to remind everyone that certain statements about future events made on the call are forward-looking in nature and are based on certain assumptions and analysis made by the company. Actual results could differ materially from the company's expectations due to various risks and uncertainties associated with our business. Please refer to the cautionary statement on forward-looking information on slide two or our regulatory filings available on SEDAR. In today's discussion, we will be referring to various non-GAAP financial measures and ratios.

These measures are not defined financial measures according to GAAP and do not have standardized meanings prescribed by GAAP and therefore are unlikely to be comparable to similar measures used by other enterprises. These measures are provided to complement the GAAP measures, which are provided in the analysis of the company's results from management's perspective. Reconciliations of these non-GAAP financial measures to their nearest GAAP measures can be found in our Q3 2023 MD&A. I would like to acknowledge that Capital Power's head office in Edmonton is located within the traditional and contemporary home of many Indigenous peoples of the Treaty 6 region and the Métis Nation of Alberta Region 4.

We acknowledge the diverse Indigenous communities that are in these areas and whose presence continues to enrich the community and our lives as we learn more about the Indigenous history of the lands on which we live and work. Presenting this morning are Avik Dey, President and CEO, and Sandra Haskins, Senior Vice President, Finance, and CFO. We will start with opening comments from Avik.

Avik Dey
President and CEO, Capital Power

Thank you, Kat, and good afternoon to all. Today, we announced a significant step in accelerating both our strategic and financial objectives as we continue to champion energy security and build scale across North America to drive long-term value creation for our shareholders. Aligned with our long-term strategy, this acquisition demonstrates our commitment to delivering reliable and affordable power today through the ownership and optimization of critical gas generation assets in key electricity markets, while positioning ourselves to decarbonize our power systems for tomorrow and invest in transformative Net Zero technologies. As part of the terms of the deal, we have agreed to acquire 2 combined-cycle gas generation facilities from a subsidiary of the Beal Financial Corporation for a total cash consideration of US $1.1 billion or CAD 1.5 billion net to Capital Power.

The first asset, La Paloma, is a highly contracted 1,062-MW gas-fired generation facility in California and will be acquired on a 100% basis by Capital Power. The second asset, Harquahala, is a 1,092-MW gas-fired generation facility that is fully contracted through 2031 and is located in Arizona and will be acquired through a newly formed 50/50 joint venture with BlackRock. Today, we also launched a CAD 300 million bought deal public offering with an incremental CAD 100 million private placement to AIMCo, which is expected to fully address our discrete equity requirements for the acquisitions. Sandra will go into greater detail on the full financing plan later in the presentation. We anticipate each of the acquisitions to close in Q1 2024, subject to regulatory approvals.

This transaction builds upon our recent acquisition of Frederickson and continues our track record of acquiring strategically positioned mid-life gas assets with strong financial profiles. It's a testament to our dedication to delivering value to our shareholders and leading a balanced approach to a decarbonized energy future. We view the merits of the deal within the context of 5 key pillars. First, it aligns with our long-term strategy to acquire strategically positioned mid-life gas assets that are critical infrastructure in their respective markets, with further opportunities for us to play a leading role in the shift to low-carbon energy solutions around those established hubs. Second, the attractive financial terms underscore our disciplined investment approach. At 4.8 times EBITDA multiple for 2024, this deal is immediately accretive to our AFFO per share, with an attractive average accretion of 8% from 2024 to 2028.

Third, the transaction enhances our market leadership position. Pro forma, Capital Power is set to become one of the top five gas IPPs in North America on a net capacity basis. Fourth, I am pleased to announce two new institutional partnerships that are aligned with our vision. The formation of a 50/50 partnership with BlackRock at Harquahala and a corporate-level private placement from AIMCo demonstrate our commitment to forging key alliances to drive sustained growth. Lastly, our prudent financing plan underscores our commitment to responsible financial management. It not only ensures the immediate accretive nature of the acquisitions, but also maintains our investment-grade credit metrics while preserving our balance sheet flexibility. In the CAISO region, where California's energy transition mandate hinges on its existing gas fleet, La Paloma emerges as a critical asset.

With limited new thermal capacity and an escalating demand for flexible capacity to navigate the intermittency profile of renewable power generation, La Paloma is poised to capitalize on elevated spark spreads and resource adequacy pricing, thus ensuring a robust performance in this dynamic market. Turning to the Desert Southwest, this is a region marked by strong market fundamentals and rapid growth. Phoenix, with its burgeoning demand and population, presents an ideal landscape for Harquahala, one of the largest and most efficient gas-fired units in the region. As the Desert Southwest faces a projected 7-GW capacity shortfall by 2033, we are confident in Harquahala's recontracting prospects. Zooming out to WECC overall, where strong fundamentals and a favorable demand growth outlook prevail, Capital Power aligns itself with a market characterized by transparency, stability, and a commitment to decarbonization.

With baseload capacity retirements and California's ambitious target of carbon neutrality by 2045, the future holds opportunities for low-carbon solutions, which we will be well positioned for. With that, I will turn it over to Sandra.

Sandra Haskins
SVP, Finance and CFO, Capital Power

Thanks Avik. Looking now to how we've been able to continuously grow, pro forma, our acquisitions of La Paloma, Harquahala, and Frederickson, we've grown our net capacity at a 16% CAGR since 2016. Not only are we adding capacity, we are acquiring assets in critical markets with strong fundamentals that allow us to expand our total addressable market, creating broader opportunities to apply our balanced approach to energy transition and support overall grid security. Over recent years, we have completed several mid-life gas transactions, most of which were acquired in the range of 7 to 9 times EBITDA. Our announcement today demonstrates a highly attractive entry point relative to our historical transactions. Consistent with our proven track record of successfully integrating, optimizing, and recontracting the acquired mid-life assets, we are confident that we will be able to extend the value of Frederickson, La Paloma, and Harquahala.

Capital Power is not only positioning itself as an energy security champion, but it is also strategically leveraging this market-leading position for multifaceted benefits. The acquisitions of La Paloma and Harquahala collectively establish us as the fifth-largest IPP of reliable and flexible gas power generation in North America. In addition to our prominent role in energy security, these acquisitions contribute to a broader strategy of geographic diversification. We are expanding our footprint into complementary and attractive markets, solidifying our presence where demand and growth align seamlessly with our objectives. Simultaneously, the balanced development pipeline ensures that our critical dispatchable gas assets are strategically positioned, facilitating the acceleration of our renewables build-out. This forward-looking approach aligns with our commitment to a decarbonized energy future. Furthermore, the strategic move towards economies of scale is critical in the context of today's high inflation and more challenging supply chain environment.

By enhancing equipment procurement, we are driving stronger project economics, optimizing efficiency, and maximizing the value of our operations. In essence, these strategic initiatives culminate in Capital Power's emergence as a top five gas IPP in North America. Pro forma this transaction, our strengthened market position, diversified portfolio, balanced development approach, and enhanced economies of scale collectively underscore our commitment to long-term value creation and sustained leadership in the energy transition. As mentioned earlier in the presentation, the net purchase price to Capital Power for La Paloma and 50% of Harquahala is approximately $1.1 billion or CAD 1.5 billion. When combined with our $100 million acquisition of Frederickson, our total funding needs reach CAD 1.6 billion.

Turning to our further funding sources, while both assets are currently unencumbered, Harquahala's strong contractual underpinning via its eight-year tolling agreement offer an opportunity for Capital Power and BlackRock to leverage the asset using non-recourse project-level debt. While discussions with lenders are ongoing, we expect the quantum to be in excess of CAD 400 million, half of which we characterize as attributable to Capital Power. This leaves us with CAD 1.4 billion left to fund at the Capital Power parent level. Equity for the transaction of CAD 400 million is comprised of a bought deal and concurrent private placement. We do not expect the need for further discrete equity offerings related to our acquisition... and the remaining CAD 1 billion is expected to be primarily addressed via senior and hybrid debt at the corporate level. We designed our financing plan with our investment-grade credit rating as a top priority.

We have reviewed the transaction with S&P and DBRS, along with the funding plan, which maintains our investment-grade credit metrics. I'll now turn it back over to Avik.

Avik Dey
President and CEO, Capital Power

Thanks, Sandra. From a geographical footprint perspective, we are a well-diversified North American power company. With the recent transaction and enhanced WECC exposure, Capital Power now becomes equally weighted between Canada and the U.S., with a growing presence in highly attractive hubs: 1, Ontario, 2, MISO, 3, Alberta, and 4, US WECC. By delivering critical baseload and flexible generation at our core hubs, Capital Power is able to leverage our existing grid access, off-taker and regulatory relationships, and regional power market knowledge to build out our renewable platforms. Our recent success with battery storage projects in Ontario proves our ability to leverage our hubs to create further growth opportunities and is consistent with our strategy to pursue a balanced approach to energy transition.

Looking to the future, this acquisition solidifies Capital Power's ability to deliver reliable and affordable power today, while positioning our business to support a balanced approach to energy transition through the further build-out of renewables and development of transformative Net Zero solutions like batteries and CCS. We are building the leading power producer in North America. Capital Power's strategic acquisition of key midlife gas assets in the large US WECC marks a transformative move, solidifying its position as a market leader and expanding our market footprint. The acquisition's attractive valuation and immediate accretion to AFFO per share underscore its financial prudence, further enhanced by a balanced financing plan. This strategic initiative not only expands Capital Power's market footprint, but also receives institutional validation through key partnerships with two reputable institutions.

In closing, this deal strategically positions Capital Power for sustained growth and reinforces our commitment to a diversified and sustainable energy future. I'll now pass it back over to Kat.

Katherine Apthorpe
VP, Investor Relations, Capital Power

Thanks Avik. We will now conclude our conference call. Thanks again for joining us and for your interest in Capital Power. Today's presentation and webcast will be made available on capitalpower.com. Have a great day.

Operator

This concludes today's conference call. You may all disconnect.

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