CALGARY, AB, Sept. 17, 2024 /CNW/ - AltaGas Ltd. ("AltaGas" or the "Company") (TSX: ALA) announced the Company has priced an offering (the "Offering") of US$900 million aggregate principal amount of 7.20 percent Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the "Notes"). The Notes are callable at the first reset date of October 15, 2034. AltaGas has also executed a cross-currency swap arrangement to convert the underlying proceeds and interest costs of the Notes into Canadian dollars. The net effect of the swap will be to lower AltaGas' effective annual interest cost over the initial ten-year life of the Notes in Canadian dollars. The Offering is expected to close on or about September 23, 2024, subject to customary closing conditions.
AltaGas intends to use the net proceeds of the Offering to reduce the Company's outstanding senior notes and bank debt. AltaGas anticipates improved credit metrics from the Company's credit rating agencies as a result of the Note offering due to the 50 percent equity treatment of hybrid debt.
The Notes have not been, and will not be, registered for offer or sale under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction and may not be offered or sold except (i) to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A or (ii) in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S") and, in each case, in compliance with applicable securities laws. In addition, the Notes are being offered and sold in Canada and outside Canada without being qualified under a prospectus in any jurisdiction of Canada in reliance on one or more exemptions from the prospectus requirements in Canada. The Notes are subject to transfer restrictions and deemed acknowledgements, representations and agreements relating thereto. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Series G and Series H Preferred Share Conversion
AltaGas also announced that 10,495 of its 6,885,823 Cumulative Redeemable Five-Year Fixed Rate Reset Preferred Shares, Series G (the "Series G Shares") (TSX: ALA.PR.G) were tendered for conversion into Cumulative Floating Rate Preferred Shares, Series H (the "Series H Shares") (TSX: ALA.PR.H) and that 883,163 of its 1,114,177 Series H Shares were tendered for conversion into Series G Shares by the deadline for the conversion period, which concluded on September 13, 2024 at 5:00 pm Eastern Time. Following the conversion period, AltaGas has determined that less than 1,000,000 Series H Shares would remain outstanding on September 30, 2024 (the "Series H Conversion Date"), after having taken into account all Series H Shares tendered for conversion into Series G Shares and all Series G Shares tendered for conversion into Series H Shares.
Accordingly, given the insufficient number of Series H Shares that would exist, all the remaining outstanding Series H Shares will be converted automatically into Series G Shares on the basis of one Series G Share for each Series H Share on the Series H Conversion Date in accordance with the terms of the shares. In addition, Series G Shares tendered for conversion into Series H Shares shall not be converted and shall remain Series G Shares. AltaGas intends to make an application to the Toronto Stock Exchange ("TSX") to have the Series H Shares de-listed following the Series H Conversion Date.
As a reminder, the final dividend on the Series H Shares for the period June 30, 2024 to September 29, 2024 will be paid on September 27, 2024.
Holders of Series G Shares after the Series H Conversion Date shall be entitled to receive, as and when declared by the Board of Directors of AltaGas, fixed cumulative preferential cash dividends, payable quarterly. The annual dividend rate applicable to the Series G Shares for the five-year period commencing on and including September 30, 2024 to, but excluding September 30, 2029, is 6.017 percent. The Series G Shares will continue to be listed on the TSX under the symbol ALA.PR.G.
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 [email protected]
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 Offering; closing of the Offering; the net effect of the cross-currency swap arrangement; the use of proceeds from the Offering; the payment of dividends and the timing thereof; dividend rates; the application to be made to the TSX to de-list the Series H Shares and the timing of such de-listing. 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. Many factors could cause AltaGas' actual results, performance or achievements to vary from those described in this news release, including without limitation those listed 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. 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.
