THIS MEDIA RELEASE IS NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES
MONTRÉAL, Jan. 18, 2017 /CNW
Telbec/ - Boralex Inc. (TSX: BLX) ("Boralex" or the
"Corporation") announces that it has closed its previously
announced acquisition of all of the economic interest of Enercon
Canada Inc. ("Enercon") in the 230 MW Niagara Region Wind Farm
("NRWF") for a total cash consideration of $232.4 million, subject to adjustments under the
acquisition agreements (the "Transaction").
The Transaction adds 230 MW of clean energy to Boralex's asset
portfolio's weighted average PPA term to 16 years. NRWF is expected
to generate approximately $84 million
in annual run-rate EBITDA(A) and the Transaction is expected to be
double-digit accretive to 2017 discretionary cash flow per
share.
The Transaction was financed in part through a public offering
of subscription receipts of Boralex (the "Subscription
Receipts"), for gross proceeds of approximately $172,518,975 (the "Offering"), which
includes the full exercise of the over-allotment option by the
Underwriters (as defined below).
The Subscription Receipts were offered by way of a short form
prospectus dated December 16, 2016 in
all of the provinces of Canada.
The Subscription Receipts were, under their terms, exchangeable on
a one-for-one basis for class A shares of Boralex (the "Common
Shares"), for no additional consideration or further action,
upon closing of the Transaction.
The Offering, which closed on December
23, 2016, was completed through a syndicate of underwriters
led by National Bank Financial Inc. and RBC Capital Markets, and
including BMO Nesbitt Burns Inc., CIBC World Markets Inc.,
Desjardins Securities Inc., TD Securities Inc., Cormark Securities
Inc., Industrial Alliance Securities Inc. and Raymond James Ltd.
(collectively the "Underwriters"), who have purchased, on a
bought deal basis, an aggregate of 10,361,500 Subscription Receipts
of the Corporation at a price of $16.65 per Subscription Receipt.
As a result of the closing of the Transaction, the 10,361,500
Subscription Receipts issued in connection with the Offering will
be, in accordance with their terms, automatically exchanged for
Common Shares of Boralex on a one-for-one basis.
Boralex expects that the trading on the Toronto Stock Exchange
of the Subscription Receipts will be de-listed after markets close
today.
About Boralex
Boralex develops, builds and
operates renewable energy power facilities in Canada, France 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. More
information is available at www.boralex.com
or www.sedar.com.
This press release is not an offer of securities for sale in
the United States. The
subscription receipts have not been registered under the U.S.
Securities Act and may not be sold in the
United States absent registration or an applicable exemption
from registration requirements.
Caution regarding forward-looking
statements
Some of the statements contained in this
press release, including those regarding expected EBITDA(A) and
accretion to discretionary cash flow per share, are forward-looking
statements based on current expectations, within the meaning of
securities legislation. Boralex would like to point out that, by
their very nature, forward-looking statements involve risks and
uncertainties such that its results or the measures it adopts could
differ materially from those indicated by or underlying these
statements, or could have an impact on the degree of realization of
a particular projection. Boralex considers the assumptions on which
these forward-looking statements are based to be reasonable at the
time they were prepared, but cautions that these assumptions
regarding future events, many of which are beyond the control of
the Corporation, may ultimately prove to be incorrect.
Certain forward-looking information such as expected
EBITDA(A) and accretion to discretionary cash flows per share and
forward-looking statements are subject to important assumptions,
including: (i) assumptions as to the performance of the
Corporation's projects based on management estimates and
expectations with respect to wind and other factors, (ii)
assumptions as to general industry and economic conditions and
(iii) assumptions as to EBITDA(A) margins. While the Corporation
considers these factors and assumptions to be reasonable based on
information currently available, they may prove to be
incorrect.
The reader is cautioned not to place undue reliance on such
forward-looking statements. Unless required to do so under
applicable securities legislation, Boralex management does not
assume any obligation to update or revise forward-looking
statements to reflect new information, future events or other
changes.
Non-IFRS Measures
In order to assess the
performance of its assets and reporting segments, Boralex uses the
terms EBITDA, EBITDA(A), and discretionary cash flow.
"EBITDA" is calculated by the Corporation as earnings before
interest, taxes, depreciation and amortization. In addition,
EBITDA(A) is calculated by the Corporation as EBITDA adjusted for
items such as net earnings from discontinued operations, loss on
redemption of convertible debentures, net loss on financial
instruments, foreign exchange loss (gain) and other gains, EBITDA
and EBITDA(A) are reconciled to the most comparable IFRS measure,
namely net earnings (loss), in the management's discussion and
analysis of the Corporation.
Discretionary cash flows are equal to net cash flows related
to operating activities before change in non-cash items related to
operating activities, less (i) distributions paid to
non-controlling shareholders, (ii) additions to property, plant and
equipment (maintenance), and (iii) repayments on current and
non-current debt (projects); plus (iv) development costs (from
statement of earnings). When evaluating its operating results,
"discretionary cash flows" is a key performance indicator for the
Corporation. Discretionary cash flows represent the cash generated
from the operations that management believes is representative of
the amount that is available for future development or to be paid
as dividends to common shareholders while preserving the long-term
value of the business. Discretionary cash flows are reconciled to
cash flows from operations, which is reconciled to the most
comparable IFRS measure, namely net cash flows related to operating
activities, in the management's discussion and analysis of the
Corporation.
SOURCE Boralex Inc.