Release date- 30062016 - HALIFAX, Nova Scotia - Emera Inc. (TSX: EMA) today announced that as all conditions precedent to completing the acquisition of TECO Energy have been fulfilled other than customary closing conditions and the acquisition is expected to close on or about July 1, 2016, it has issued the final instalment notice in respect of its 4.00% convertible unsecured subordinated debentures represented by instalment receipts.
The Final Instalment Notice provides that, among other things: (i) payment of the final instalment ($667 per $1,000 principal amount of Debentures) is due by August 2, 2016 (the 'Final Instalment Date'); (ii) holders of Debentures will receive accrued and unpaid interest of $8.7671 per $1,000 principal amount of Debentures; (iii) holders of Debentures who have paid the final instalment on or before the Final Instalment Date will also receive a make-whole payment of $6.0822 per $1,000 principal amount of Debentures, representing the interest that would have accrued from the day following the Final Instalment Date to and including September 28, 2016 and (iv) concurrently with or at any time after the Final Instalment Date, holders of fully paid Debentures will have the right to convert their Debentures into Emera common shares at a conversion price of $41.85 per common share. Emera will issue up to 52,210,274 common shares on conversion of the outstanding Debentures. On the day following the Final Instalment Date, the interest rate payable on the Debentures will fall to an annual rate of 0% and interest will cease to accrue on the Debentures. Emera expects the Instalment Receipts to be delisted from the Toronto Stock Exchange (the 'TSX') on or about the Final Instalment Date. The Debentures are not and will not be listed on the TSX.
In the event the acquisition is not completed on or about July 1, 2016, Emera may revoke the Final Instalment Notice and/or issue a new notice providing for a new Final Instalment Date.
About Emera Inc.
Emera Inc. is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia with approximately $11.5 billion in assets and 2015 revenues of $2.79 billion. The company invests in electricity generation, transmission and distribution, as well as gas transmission, and utility energy services with a strategic focus on transformation from high carbon to low carbon energy sources. 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.emera.com or at www.sedar.com.
Forward Looking Information
This news release contains forward-looking information within the meaning of applicable securities laws with respect to, among other things, the completion of the acquisition of TECO Energy and the timing of the Final Instalment Date. Important factors that could cause actual performance and results to differ materially from those indicated by any such forward-looking statements include risks and uncertainties relating to the following: (i) the risk that other conditions to the closing of the proposed acquisition may not be satisfied and (ii) the timing to consummate the acquisition.
There can be no assurance that the proposed acquisition will be completed, or if it is completed, that it will close within the anticipated time period. These factors should be considered carefully, and undue reliance should not be placed on the forward-looking statements. By its nature, forward-looking information requires the use of assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera's and TECO Energy's current beliefs and are based on information currently available to them. There is risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that the assumptions 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 is included in (i) Emera's securities regulatory filings, including under the heading 'Business Risks and Risk Management' in Emera's annual Management Discussion and Analysis, and under the heading 'Principal Risks and Uncertainties' in the notes to Emera's annual and interim financial statements which can be found on SEDAR atwww.sedar.com and (ii) under the heading 'Risk Factors' in TECO Energy's Annual Report on Form 10-K for the year ended December 31, 2015, as updated in subsequent filings with the U.S. Securities and Exchange Commission. Except as required by law, Emera and TECO Energy disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.