ALA AltaGas Ltd

CALGARY, AB, Nov. 8, 2024 /CNW/ - AltaGas Ltd. ("AltaGas" or the "Company") (TSX:ALA) announced that it has commenced plans to purchase up to C$800,000,000 (the "Maximum Purchase Amount") in aggregate purchase price, excluding accrued and unpaid interest, of its outstanding series of notes listed in the table below (collectively, the "Notes"), with the Maximum Purchase Amount subject to increase, decrease or waiver by the Company at its sole discretion.

The offer to purchase the notes (the "Offers") is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 8, 2024 (the "Offer to Purchase").

Offer Terms

Unless extended or terminated prior thereto, the Offers will expire at 5:00 p.m. (Toronto time) on November 18, 2024 (the "Expiration Date"). Unless extended or terminated prior thereto, Notes may be withdrawn at any time at or prior to 5:00 p.m. (Toronto time) on November 18, 2024 (the "Withdrawal Date"). Unless extended or terminated prior thereto, settlement for all Notes tendered prior to the Expiration Date will be three business days after the Expiration Date, which is expected to be November 21, 2024 (the "Settlement Date").

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the applicable Total Consideration for each C$1,000 principal amount of such Notes in cash on the Settlement Date. Unless extended or terminated prior thereto, the Company will issue a press release promptly after 10:00 a.m. (Toronto time) on November 18, 2024 (the "Price Determination Date"), specifying, among other things, the Total Consideration for each series of Notes validly tendered and accepted.

In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase by the Company will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date (the "Accrued Coupon Payment"). Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by CDS Clearing and Depository Services Inc. ("CDS") or its participants.

Any Notes validly tendered pursuant to the Offers but not accepted for purchase by the Company will be returned promptly to the tendering Holders thereof.

The Company may increase, decrease or waive the Maximum Purchase Amount with or without extending the Withdrawal Date. If Holders tender more Notes in the Offers than they expect to be accepted for purchase based on the Maximum Purchase Amount and the Company subsequently accepts more than such Holders expected of such Notes tendered as a result of an increase of the Maximum Purchase Amount, such Holders may not be able to withdraw any of their previously tendered Notes.

The Offers are subject to the satisfaction of certain conditions as described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to waive any and all conditions to any Offer. If any of the conditions is not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws, and may terminate or alter any or all of the Offers. The Offers are not conditioned on the tender of any aggregate minimum principal amount of Notes of any series (subject to minimum denomination requirements as set forth in the Offer to Purchase).

The Company has retained TD Securities Inc. ("TD Securities") and National Bank Financial Inc. ("NBF") to act as the dealer managers (the "Dealer Managers") for the Offers. Questions regarding the terms and conditions for the Offers or for copies of the Offer to Purchase should be directed to TD Securities at 1-416-982-2243 or NBF at 1-416-869-8639.

Computershare Investor Services Inc. will act as the Tender Agent for the Offers.

If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and CDS for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

Offer and Distribution Restrictions

The Offers are being made solely pursuant to the Offer to Purchase. This news release does not constitute a solicitation of an offer to buy any securities in the United States. No Offer constitutes an offer or an invitation by, or on behalf of, AltaGas or the Dealer Managers (i) to participate in the Offers in the United States; (ii) to, or for the account or benefit of, any "U.S. person" (as such term is defined in Regulation S of the U.S. Securities Act of 1933, as amended); or (iii) to participate in the Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction, and such persons are not eligible to participate in or tender any securities pursuant to the Offers. No action has been or will be taken in the United States or any other jurisdiction that would permit the possession, circulation or distribution of this news release, the Offer to Purchase or any other offering material or advertisements in connection with the Offers to (i) any person in the United States; (ii) any U.S. person; (iii) anyone in any other jurisdiction in which such offer or solicitation is not authorized; or (iv) any person to whom it is unlawful to make such offer or solicitation. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from the United States or any such other jurisdiction (except in compliance with any applicable rules or regulations of the United States or such other jurisdiction). Tenders will not be accepted from any holder located or resident in the United States.

In any jurisdiction in which the securities laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

All financial figures are in Canadian dollars.

About AltaGas
AltaGas is a leading North American infrastructure company that connects customers and markets to affordable and reliable sources of energy. The Company operates a diversified, lower-risk, high-growth Energy Infrastructure business that is focused on delivering stable and growing value for its stakeholders.

For more information visit www.altagas.ca or reach out to one of the following:

Jon Morrison
Senior Vice President, Corporate Development and Investor Relations
Jon.Morrison@altagas.ca

Janet Burrows
Vice President, Treasury 
Janet.Burrows@altagas.ca

Investor Inquiries
1-877-691-7199 
investor.relations@altagas.ca

Media Inquiries
1-403-206-2841 
media.relations@altagas.ca 

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements. When used in this news release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to AltaGas are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the Offers; the Maximum Purchase Amount; the anticipated Expiration Date, Withdrawal Date, Price Determination Date and Settlement Date of the Offers; the terms of and timing for completion of the Offers, including the acceptance for purchase of any Notes validly tendered; and the satisfaction or waiver of conditions of the Offers. The Offers (or any one of them) may not be completed on the terms currently anticipated or at all. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements reflect AltaGas' current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market, governmental or regulatory developments, general economic conditions and other factors set out in AltaGas' public disclosure documents, including the Offer to Purchase. Holders of Notes should carefully review the Offer to Purchase Prior to making any decision whether to tender to an Offer. Many factors could cause AltaGas' actions or the terms and conditions of the Offers (or any one of them) to vary from those described in this news release, including without limitation those listed, and in the manner set out above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release as intended, planned, anticipated, believed, sought, proposed, estimated or expected, and such forward-looking statements included in, or incorporated by reference in this news release, should not be unduly relied upon. Such forward-looking statements speak only as of the date of this news release. Unless otherwise required by law, AltaGas does not intend, and does not assume any obligation, to update these forward-looking statements. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

SOURCE AltaGas Ltd.