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
Jon.Morrison@altagas.ca
Aaron Swanson
Vice
President, Investor Relations
Aaron.Swanson@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 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.
SOURCE AltaGas Ltd.