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HALIFAX, Nova Scotia--(BUSINESS WIRE)--
Emera Incorporated (“Emera” or the “Company”) (TSX: EMA) announced today
that in connection with the proposed offering of unsecured, subordinated
notes (the “Hybrid Notes”) of Emera, it has filed a preliminary short
form base shelf prospectus (the “Base Shelf”) with the Nova Scotia
Securities Commission (the “NSSC”) under the United States / Canada
Multijurisdictional Disclosure System and a corresponding shelf
registration statement (the “Registration Statement”) with the United
States Securities and Exchange Commission (the “SEC”) on Form F-10.
In addition, Emera announced today that: (i) Emera US Finance LP (the
“U.S. Notes Issuer”), a limited partnership wholly-owned directly and
indirectly by Emera, intends to issue multiple series of United States
dollar denominated senior, unsecured notes (the “U.S. Notes”), fully and
unconditionally guaranteed by Emera US Holdings Inc., a wholly-owned
subsidiary of Emera (“EUSHI”) and Emera (together with EUSHI, the
“Guarantors”), pursuant to an offering memorandum; and (ii) Emera
intends to issue one or more series of Canadian dollar denominated
senior, unsecured notes (the “Canadian Notes”), and may issue Canadian
dollar denominated unsecured, subordinated notes, in each case, on a
private placement basis in each of the provinces of Canada pursuant to
an offering memorandum.
Emera has filed the Base Shelf and Registration Statement relating to
the proposed offering of the Hybrid Notes and is separately undertaking
the proposed offerings of the U.S. Notes and the Canadian Notes, and may
undertake an offering of Canadian dollar denominated unsecured,
subordinated notes, to raise up to approximately Cdn$6.6 billion in the
aggregate as part of the financing of the previously announced
acquisition of TECO Energy, Inc. (“TECO Energy”) by Emera (the
“Acquisition”).
Hybrid Notes Offering
Once a receipt is obtained from the NSSC respecting a final short form
base shelf prospectus (the “Final Base Shelf”) and the Registration
Statement becomes effective, these filings will provide for the offer
and sale in the United States from time to time of Hybrid Notes in one
or more transactions, at prices, with maturities and on terms to be set
forth in one or more prospectus supplements (each, a “Prospectus
Supplement”) to be filed with the NSSC and the SEC at the time of any
such offering.
The Base Shelf has been filed with the NSSC but a receipt for the Final
Base Shelf Prospectus has not yet been issued and the Registration
Statement has been filed with the SEC but has not yet become effective.
No Hybrid Notes may be sold, nor may offers to buy the Hybrid Notes be
accepted, prior to the time the Final Base Shelf is receipted and the
Registration Statement becomes effective. When available, a Prospectus
Supplement relating to an offering of Hybrid Notes will be obtainable at www.sedar.com
and www.sec.gov
and may be obtained from Emera. The Hybrid Notes will not be listed on
any securities exchange and Emera does not intend to arrange for the
Hybrid Notes to be included on any automated quotation system. The
Hybrid Notes are not being offered for sale in Canada and this press
release is not an offer of securities for sale in the United States. The
Hybrid Notes may not be offered or sold in the United States absent
registration or an exemption from registration. Any public offering of
the Hybrid Notes to be made in the United States will be made by means
of a prospectus that may be obtained from Emera and that will contain
detailed information about the Company and management, as well as
financial statements.
U.S. Notes Offering
The U.S. Notes and the related guarantees will be senior unsecured
indebtedness of the U.S. Notes Issuer and the Guarantors, respectively,
ranking equally in right of payment with all existing and future
unsubordinated, unsecured indebtedness of the U.S. Notes Issuer and each
of the Guarantors, including the Canadian Notes, and senior in right of
payment to all existing and future subordinated indebtedness of the U.S.
Notes Issuer and each of the Guarantors, including any Hybrid Notes.
In connection with the offering of U.S. Notes, the U.S. Notes Issuer and
each of the Guarantors will enter into a registration rights agreement
pursuant to which the U.S. Notes Issuer and each of the Guarantors will
agree to file a registration statement with respect to an offer to
exchange the U.S. Notes and the related guarantees for registered notes
and related guarantees with substantially identical terms as the U.S.
Notes and the related guarantees, or, under certain circumstances, to
file a shelf registration statement to register the resale of the U.S.
Notes and the related guarantees.
The offering of the U.S. Notes and the related guarantees has not been
registered under the United States Securities Act of 1933, as amended
(the “Securities Act”) or any state securities laws and the U.S. Notes
and the related guarantees may not be offered or sold in the United
States absent a registration under the Securities Act or an applicable
exemption from registration requirements. The U.S. Notes are being sold
only to “qualified institutional buyers” under Rule 144A of the
Securities Act and to non-U.S. persons under Regulation S of the
Securities Act. The U.S. Notes are not being offered for sale in Canada
and this press release is not an offer of securities for sale in the
United States. Until such time as the U.S. Notes are registered pursuant
to the terms of the registration rights agreement, they will be subject
to certain restrictions on resale.
The U.S. Notes will not be listed on any securities exchange, and the
U.S. Notes Issuer and the Guarantors do not intend to arrange for the
U.S. Notes to be included on any quotation system.
Canadian Notes Offering
The Canadian Notes will be senior unsecured indebtedness of Emera,
ranking equally in right of payment with all existing and future
unsubordinated, unsecured indebtedness of Emera, including the
guarantees relating to any U.S. Notes, and senior in right of payment to
all existing and future subordinated indebtedness of Emera, including
any Hybrid Notes.
The Canadian Notes will be offered in reliance upon exemptions from
prospectus requirements available under applicable Canadian securities
laws. As a consequence, the resale of the Canadian Notes will be
restricted in the manner provided by Canadian securities laws. The
offering of the Canadian Notes will not be registered under the
Securities Act or any state securities laws and the Canadian Notes will
not be offered or sold in the United States absent a registration under
the Securities Act or an applicable exemption from registration
requirements. The Canadian Notes will not be offered for sale in the
United States and this press release is not an offer of securities for
sale in the United States.
The Canadian Notes will not be listed on any securities exchange and
Emera does not intend to arrange for the Canadian Notes to be included
on any automated quotation system.
Use of Proceeds
Upon the closing of the Acquisition, Emera intends to use the net
proceeds from any offering of Hybrid Notes, U.S. Notes and/or Canadian
Notes to finance, directly or indirectly, part of the purchase price
payable for the Acquisition (including acquisition-related expenses) and
to reduce amounts outstanding under the credit facilities established in
favour of Emera to fund the purchase price payable for the Acquisition,
to the extent any amounts are drawn on such facilities in connection
with the Acquisition. If certain of the net proceeds from any offering
of Hybrid Notes, U.S. Notes or Canadian Notes are not otherwise required
to complete the Acquisition, Emera intends to use such net proceeds for
general corporate purposes.
If (i) the Acquisition is not consummated on or prior to the later of
December 31, 2016 and the date that is no later than June 30, 2017 if
the closing of the Acquisition has been extended by Emera or TECO Energy
in accordance with the terms of the agreement and plan of merger
relating to the Acquisition (the “Acquisition Agreement”) (as such date
may be extended, the “special mandatory redemption triggering date”) or
(ii) the Acquisition Agreement is terminated at any time prior to the
special mandatory redemption triggering date, then Emera will be
required to redeem any Hybrid Notes and may be required to redeem the
Canadian Notes and the U.S. Notes Issuer will be required to redeem any
U.S. Notes.
Forward Looking Information
This news release contains forward-looking information within the
meaning of applicable securities laws with respect to, among other
things, the Acquisition, the intended use of the net proceeds from the
sale of the U.S. Notes, Canadian Notes and any Hybrid Notes and the
entering into of a registration rights agreement in connection with the
offering of U.S. Notes. By its nature, forward-looking information
requires Emera to make assumptions and is subject to inherent risks and
uncertainties. These statements reflect the current beliefs of the
management teams of Emera and are based on information currently
available to Emera. There is a risk that predictions, forecasts,
conclusions and projections that constitute forward-looking information
will not prove to be accurate, that the assumptions of Emera may not be
correct and that actual results may differ materially from such
forward-looking information. Additional detailed information about these
assumptions, risks and uncertainties with respect to Emera is included
in Emera's securities regulatory filings, including under the heading
"Business Risks and Risk Management" in Emera's annual Management's
Discussion and Analysis, and under the heading "Principal Risks and
Uncertainties" in the notes to Emera's annual and interim financial
statements. The securities regulatory filings of Emera can be found on
SEDAR at www.sedar.com.
Except as required by law, Emera disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
About Emera
Emera is a geographically diverse energy and services company
headquartered in Halifax, Nova Scotia with approximately CAD$11.5
billion in assets and 2015 revenues of CAD$2.79 billion. Emera invests
in electricity generation, transmission and distribution, as well as gas
transmission and utility energy services. Emera’s strategy is focused on
the transformation of the electricity industry to cleaner generation and
the delivery of that clean energy to market. Emera has investments
throughout northeastern North America and in four Caribbean countries.
Emera continues to target having 75-85% of its adjusted earnings come
from rate-regulated businesses. Emera’s common and preferred shares are
listed on the Toronto Stock Exchange and trade respectively under the
symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, and EMA.PR.F, and
instalment receipts are listed and trade under the symbol EMA.IR.
Depositary receipts representing common shares of Emera are listed on
the Barbados Stock Exchange under the symbol EMABDR. Additional
Information can be accessed at www.sedar.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160601006385/en/
Emera Incorporated
Investor Relations:
Scott LaFleur,
902-428-6375
Scott.lafleur@emera.com
or
Media:
Neera
Ritcey, 902-223-2272
neera.ritcey@emera.com
Source: Emera Incorporated