Northland Power Inc.

Northland Power Inc.

February 24, 2015 16:25 ET

Northland Power Announces Public Offering of $220 Million of Common Shares and Concurrent Private Placement of $50 Million of Common Shares

TORONTO, ONTARIO--(Marketwired - Feb. 24, 2015) -


Northland Power Inc. ("Northland") (TSX:NPI)(TSX:NPI.PR.A)(TSX:NPI.PR.C)(TSX:NPI.DB.B)(TSX:NPI.DB.C) announced today that it has entered into an agreement with a syndicate of underwriters led by CIBC, BMO Capital Markets, and National Bank Financial to issue to the public in Canada subject to regulatory approval, on a bought deal basis, 13,750,000 of common shares (the "Common Shares") at a price of $16.00 per Common Share, representing $220,000,000 of gross proceeds.

Northland has granted an over-allotment option, exercisable at any time up to 30 days after closing of the offering, to acquire up to 687,500 additional Common Shares, representing 5% of the Common Share offering, at the same offering price and substantially the same offering terms, respectively.

Concurrently with the closing of the bought deal offering (the "Offering"), in satisfaction of pre-emptive rights, Northland will issue 3,125,000 Common Shares to Northland Power Holdings Inc. ("NPHI"), a company controlled by Mr. James C. Temerty, founder and Chairman of Northland, or an affiliate thereof, on a private placement basis, at the same price per Common Share being offered to the public pursuant to the Offering (the "Private Placement") for gross proceeds of approximately $50,000,000. After giving effect to the Private Placement and the Offering, Mr. Temerty, together with his family associates and affiliates, will hold, collectively, 1,000,000 Class A Shares and 54,622,712 Common Shares of Northland, representing an approximate 33% interest in Northland on a fully-diluted basis.

Northland intends to use the proceeds of the Offering, net of the underwriters' fees, and the proceeds of the Private Placement to fund a portion of Northland's investments in the Nordsee One project and the Grand Bend wind project in Ontario, to replenish working capital and for general corporate purposes.

As previously announced, Northland acquired an 85% equity stake in Nordsee One GmbH, the owner of three offshore wind development projects, in September 2014. The initial project, Nordsee One, is located in the German territorial waters in the North Sea and will have an installed capacity of 332 MW (the "Project"). Development of Nordsee One is well advanced with substantially all required permits received and major supply and construction contracts substantially finalized. The next significant project milestone is the closing of the debt and equity commitments for the Project which is expected occur in the first half of 2015. The Project is scheduled to achieve commercial operation by the end of 2017.

Nordsee One's total capital cost is projected to be approximately EUR1.2 billion and is expected to be funded from a combination of non-recourse debt, pre-completion revenues and equity. Northland's total investment is expected to be approximately $420 million, at current exchange rates, which will be satisfied through this Offering, the Private Placement, a $157.5 million convertible debenture offering which closed in January 2015 and cash on hand.

Northland also anticipates reaching financial close on its 100 MW Grand Bend, Ontario wind farm project in the first half of 2015. The Grand Bend project is a 50/50 partnership with two First Nations partners. It is well advanced, with construction activities planned to start in early 2015.

The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about March 5, 2015.

The securities referred to herein have not been and will not be registered under the United States 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. This news release does not constitute an offer to sell or the solicitation of any offer to buy, 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 the registration or qualification under the securities laws of any such province, state or jurisdiction.

As of February 24, 2015, Northland had 149,959,567 Common Shares issued and outstanding.


Northland is an independent power producer founded in 1987, and publicly traded since 1997. Northland develops, builds, owns and operates facilities that produce 'clean' (natural gas) and 'green' (wind, solar, and hydro) energy, providing sustainable long-term value to shareholders, stakeholders, and host communities.

The Company owns or has a net economic interest in 1,345 MW of operating generating capacity; 640 MW (400 MW net to Northland) of generating capacity under construction, including a 60% equity stake in Gemini, a 600 MW (360 MW net to Northland) offshore wind project in the North Sea near the Netherlands; and 432 MW (332 MW net to Northland) of projects with awarded power contracts under advanced development, including an 85% equity stake in Nordsee One. Northland's cash flows are diversified over four geographically separate regions and regulatory jurisdictions in Canada and Europe.

Northland's common shares, Series 1 and Series 3 preferred shares and Series B and Series C convertible debentures trade on the Toronto Stock Exchange under the symbols NPI, NPI.PR.A, NPI.PR.C, NPI.DB.B, and NPI.DB.C, respectively.


This release contains certain forward-looking statements which are provided for the purpose of presenting information about management's current expectations and plans. Readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects," "anticipates," "plans," "believes," "estimates," "intends," "targets," "projects," "forecasts" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may," "will," "should," "would" and "could." These statements may include, without limitation, statements regarding the use of proceeds of the Offering and Private Placement, future adjusted EBITDA, free cash flows, dividend payment and dividend payout ratios, the construction, completion, attainment of commercial operations, cost and output of development projects, plans for raising capital, and the operations, business, financial condition, priorities, ongoing objectives, strategies and outlook of Northland and its subsidiaries. These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements, including the design specifications of development projects, the provisions of contracts to which Northland or a subsidiary is a party, management's current plans, its perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate in the circumstances. Although these forward-looking statements are based upon management's current reasonable expectations and assumptions, they are subject to numerous risks and uncertainties. Some of the factors that could cause results or events to differ from current expectations include, but are not limited to, construction risks, counterparty risks, operational risks, foreign exchange rates, regulatory risks, maritime risks for construction and operation, and the variability of revenues from generating facilities powered by intermittent renewable resources and the other factors described in the "Risks and Uncertainties" section of Northland's 2014 Annual Report and Annual Information Form, both of which can be found at under Northland's profile and on Northland's website Northland's actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.

The forward-looking statements contained in this release are based on assumptions that were considered reasonable on February 24, 2015. Other than as specifically required by law, Northland undertakes no obligation to update any forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

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