STRATEGIC INVESTMENT ESTABLISHES NORTHLAND AS A LEADING OPERATOR IN A HIGH GROWTH RENEWABLES MARKET AND DELIVERS NEAR-TERM CASH FLOW WHICH COMPLEMENTS OFFSHORE WIND GROWTH STRATEGY
- High-quality, operating portfolio of onshore renewable assets provides scale and immediately positions Northland as a top 10 operator in the growing Spanish renewables market
- Acquired portfolio offers a highly predictable cash flow profile through the Spanish regulated framework and is immediately accretive to Northland’s Free Cash Flow per share and Adjusted Free Cash Flow per share
- A platform will be established around the acquired portfolio for further growth in Spain along with the creation of a European onshore renewables asset management platform
- Northland has achieved a number of recent key project milestones further advancing the 4 to 5 GW of identified development projects highlighted at the Investor Day held in February 2021
- Concurrent $900 million bought deal equity financing will fund the Spanish acquisition and equity capital requirements including acquisition costs for Baltic Power and expected near-term capital requirements for Northland’s portfolio of 4 to 5 GW of identified development projects, the latter of which is all supported by high quality 20-25 year offtake contracts
- Prudent financing strategy in-line with Northland’s investment principles and strong credit rating providing ample flexibility, with approximately $800 million of available liquidity to fund future growth initiatives
TORONTO, April 14, 2021 (GLOBE NEWSWIRE) — Northland Power Inc. (“Northland” or the “Company”) (TSX: NPI) is pleased to announce that it has entered into a definitive agreement for the acquisition of an operating portfolio of onshore renewable projects in Spain and to provide a business update on various strategic initiatives. The Company is also announcing a concurrent $900 million bought deal equity financing to fund the acquisition as well as projects within the Company’s identified 4 to 5 gigawatt (GW) renewable development pipeline, outlined at the Company’s recent Investor Day in February 2021.
Spanish Renewables Acquisition
Northland has entered into an agreement with Helia Renovables, F.C.R., a fund sponsored by Plenium Partners Asset Management, S.G.E.I.C., S.A., and Bankinter S.A., being fully distributed among the latter clients, to acquire a portfolio of operating onshore renewable assets in Spain (the “Portfolio”) with a total combined net capacity of 540 megawatts (MW). The Portfolio includes 33 operating assets comprised of onshore wind (424 MW), solar PV (66 MW), and concentrated solar (50 MW) located throughout Spain. Total cash consideration to be paid for the Portfolio upon closing will be €345 million (C$520 million) together with the assumption of debt in the amount of €716 million (C$1,075 million). Closing of the acquisition is expected to occur in the third quarter of 2021 subject to regulatory approvals and customary closing conditions.
The acquisition of the Portfolio immediately places Northland as a top 10 renewable power operator in Spain and creates a platform for growth in an attractive market for renewables. In 2020, Spain made a commitment to achieve 70% electricity generation from renewable energy sources by 2030 as part of the Law on Climate Change and Energy Transition. The 2030 target translates into a requirement for an estimated 35 to 40 GW of additional renewables capacity. In support of its 2030 goal, the Spanish government is expected to auction a further 16.5 GW of solar and onshore wind capacity over the next five years. In addition, the Spanish market has developed into one of the most active corporate offtake markets in Europe, which together with the expected procurements noted above and an attractive merchant power market, offer several routes to market for new renewables. Spain has also announced a 2030 target of 4 GW of hydrogen and 20 GW of storage, which align with Northland’s energy transition growth objectives. Northland intends to leverage the acquisition of the Portfolio to build a platform with asset management, development, and operations and maintenance capabilities that can competitively pursue onshore renewables acquisition and development opportunities across Europe over the next decade.
As outlined at the Company’s Investor Day in February 2021, part of Northland’s strategy is to secure attractive renewable operating portfolios to ensure incremental near-term cash flow. The addition of the Portfolio’s near-term cash flow helps fund the development of Northland’s large offshore wind projects as new markets continue to emerge for offshore wind globally. Northland is an experienced onshore renewables power developer and operator and is a leading global player in the fast-growing offshore wind sector.
The Portfolio aligns well with Northland’s priority to diversify and add high-quality, contracted or regulated cash flows to the business. All the acquired assets are governed under the Spanish regulatory framework, which was implemented in 2013. The framework replaced the feed-in tariff regime and provides a regulated return based on a standard set of operating parameters. Once each asset reaches the end of its regulatory life, it is expected that the project will either sell its generation output in the merchant power market in Spain or secure a commercial or utility power purchase agreement. The framework provides the assets with a regulated revenue stream for the remaining regulatory life, which averages 13 years across the Portfolio, increasing Northland’s average contracted life of its entire power generation fleet.
“Today’s announcement further demonstrates Northland’s continued growth and leadership in renewable energy and establishes Northland as a top player in one of Europe’s most attractive markets over the next decade for renewables, storage and hydrogen. Through this acquisition we will also establish a European asset management platform that can support entry into other attractive European onshore renewables markets,” said Mike Crawley, President and Chief Executive Officer of Northland. “This transaction is consistent with our strategy and positions Northland for further growth and diversification, while providing us with near-term cash flow.”
|Cash Purchase Price||€345 million||$520 million|
|Assumed Net Debt||€716 million||$1,075 million|
|Total Enterprise Value (EV)||€1,061 million||$1,595 million|
|5-year Average Annual EBITDA||€90 million||$135 million|
|5-year Average Annual Free Cash Flow2||$25 million|
|Total Net Capacity||540 MW|
|Average Remaining Contracted Life and Debt Term||13.4 years|
|Gross Installed Capacity – Northland Total||2,681 MW||3,241 MW|
|Net Installed Capacity – Northland Total||2,266 MW||2,806 MW|
|Net Installed Capacity – Northland Europe||894 MW||1,434 MW|
|Average Remaining Contract Life (years)||9.3||10.1|
|2021E Adjusted EBITDA Contribution3|
|Efficient Natural Gas||20||%||19||%|
- Approximate Canadian dollar equivalent
- Represents five-year average annual cash flow at the anticipated Euro to Canadian dollar swap rate
- Based on mid-point of Northland’s 2021 Adjusted EBITDA guidance and assumes closing of the acquisition in the third quarter of 2021
The assumed net debt of €716 million (C$1,075 million) is non-recourse, fixed rate debt, with maturities matching the regulatory lives of the assets. Based on the transaction metrics, Northland expects the acquisition to be immediately accretive to Free Cash Flow per share and Adjusted Free Cash Flow per share. In addition, Northland will shortly enter long-term Euro denominated foreign exchange swaps/hedges for the cash flow generated from the Portfolio assets to mitigate foreign exchange volatility, consistent with its corporate risk mitigation strategy.
Spanish Renewables Platform Acquisition and Equity Raise Enables Northland Growth Strategy
Northland intends to permanently finance the acquisition of the Portfolio with a portion of the concurrent bought deal equity offering described below. The Spanish renewables platform will deliver both immediate cash flow accretion and a platform for further onshore renewables development in Spain. Subject to customary closing conditions as well as required Foreign Investment Approval by Spanish regulators, Northland expects to close the acquisition in the third quarter of 2021. The timing of closing will accordingly result in minimal contribution to Northland’s full year 2021 financial guidance. As is typical for offshore wind assets in the North Sea, there is some variability in the wind resource and this variability could result in fluctuations in quarter-to-quarter financial results. Preliminary indications are that first quarter results may be modestly impacted from lower first quarter wind resources in the North Sea. Northland is reaffirming its full year 2021 financial guidance with respect to Adjusted EBITDA ($1.1 billion to $1.2 billion), Free Cash Flow per share ($1.30 to $1.50) and Adjusted Free Cash Flow per share ($1.80 to $2.00).
DEVELOPMENT PROJECTS UPDATE
The following are updates on certain of Northland’s identified development projects as well as certain other corporate matters.
Baltic Power (Poland Offshore Wind Project)
On March 24, 2021, Northland successfully completed its previously announced acquisition of a 49% interest in the Baltic Power offshore wind project (“Baltic Power”) from PKN ORLEN S.A. (“PKN ORLEN”) (WSE: PKN). Northland and PKN ORLEN are working together to develop Baltic Power which is in the Baltic Sea and has a total capacity of up to 1,200 MW of offshore wind capacity. Following Northland’s acquisition of its interest in the project, Baltic Power filed a first-round application with Poland’s Energy Regulatory Office to secure a 25-year Contract for Differences (“CfD”) as part of the Polish Government’s commitment, through the Polish Offshore Wind Act, to support an initial phase of 5.9 GW of offshore wind. All first round CfD awards are expected to be announced by mid-year 2021. Once operational, Baltic Power will add another high-quality project underpinned by long-term revenue contracts to Northland’s existing portfolio. Construction activities for Baltic Power are expected to start in 2023 with commercial operations anticipated in 2026.
NY Wind (US Onshore Renewables)
Northland continues to progress its onshore wind projects in New York State (“NY Wind”), which have a total gross capacity of approximately 300 MW. In February 2021, Northland received and accepted contract price offers from the New York State Energy Research and Development Authority for 20-year indexed renewable energy credit offtake contracts for NY Wind. In addition, Northland is in the final stages of negotiations regarding key agreements for the projects and expects to be able to sign the Turbine Supply, Service and Maintenance and the Balance of Plant Agreements in the second quarter of 2021.
NY Wind is a continuation of Northland’s long-standing strategy of early entry into greenfield projects and marks its first investment in the U.S. renewable energy sector. Northland views the U.S. as an attractive market due to strong fundamentals including high growth in renewables, multiple offtake options, and, federal and state-level policies that are supportive of renewable power development. New York State is a particularly attractive US market with a target of 70% renewable energy by 2030, which results in an incremental 13 GW of onshore renewable build required.
Hai Long (Taiwan Offshore Wind Project)
Northland continues to advance its 1,044 MW Hai Long offshore wind project in Taiwan (“Hai Long”). On April 12, 2021, Hai Long received confirmation from the Taiwan Bureau of Energy that Hai Long 2A (gross 300 MW) has secured approval for the Industrial Relevance Plan (“IRP”) submitted to the Taiwan Industrial Development Bureau. Approval of the IRP, which sets out Northland’s commitments to local procurement, marks a significant milestone in the ongoing development of this important project.
La Lucha (Mexico Solar Project)
Construction activities at the 130 MW La Lucha solar project in Mexico are nearing the final stages of completion. Certain construction activities related to the energization of the project have been delayed primarily due to COVID restrictions. Once these activities are completed, Northland expects to commence with grid testing, which will be followed by submission of an application for commercial operations to the Mexican regulatory authorities. Based on the current timeline, Northland still expects commercial operations at La Lucha to commence in 2021. Efforts to secure commercial offtake and project financing are expected to be finalized after commercial operations.
OTHER CORPORATE UPDATES
Closing of Deutsche Bucht Refinancing
On March 26, 2021, Northland successfully and favourably refinanced the Deutsche Bucht project’s €886 million senior debt. The refinancing will reduce the interest rate on the project’s senior debt to 2.3% all-in (from approximately 2.6% all-in) and accordingly improve cash distributions from the project over the remaining 13-year senior debt term. The refinancing also included the addition of a Debt Service Reserve Facility, which released €50 million of cash (C$73 million), immediately enhancing Northland’s corporate liquidity. As disclosed in November 2020, Northland elected to change its refinancing strategy for Deutsche Bucht and deferred the refinancing of its senior debt to 2021 to take advantage of an improved lending environment. Northland believes the financing demonstrates the quality of the project, Northland’s strong relationships with global financial institutions, and results in incremental value and an enhanced return for the Company.
Northland Corporate Credit Rating Reaffirmed
In its most recent report issued on March 23, 2021, Standard & Poor’s reaffirmed Northland’s corporate credit rating of BBB (Stable). In addition, Northland’s preferred share rating was reaffirmed on Standard & Poor’s Canada scale of BB+.
BOUGHT DEAL EQUITY OFFERING
Northland has entered into an agreement with a syndicate of underwriters bookrun by CIBC Capital Markets and National Bank Financial Inc. (collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis, an aggregate of 20,455,000 common shares (the “Shares”) at an offering price of $44.00 per Share (the “Offering Price”) for total gross proceeds to the Company of approximately $900 million (the “Offering“). In connection with the Offering, Northland has granted the Underwriters an over-allotment option, exercisable in whole or in part, at any time for a period of 30 days following the closing of the Offering, to purchase up to an aggregate of an additional 2,045,500 Shares at the Offering Price.
The net proceeds of the Offering will be used to fund the cash purchase price of the Portfolio, with the remainder of the net proceeds, allocated to fund equity capital requirements including acquisition costs for Baltic Power, expected near-term capital commitments for Northland’s portfolio of 4 to 5 GW of identified development projects and to repay borrowings under Northland’s corporate revolving credit facility. After giving effect to the Offering (but prior to any exercise of the over-allotment option), and the application of the net proceeds of the Offering as described above, the Company expects to have approximately $800 million of liquidity on hand to fund growth initiatives, including its identified pipeline of offshore wind projects and other opportunities.
The Offering will be made in all provinces of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to Northland’s base shelf prospectus dated June 16, 2020. Completion of the Offering is subject to certain conditions including receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. The Offering is expected to close on or about April 21, 2021.
Further information regarding the Offering and the acquisition of the Portfolio, including related risk factors, will be set out in the Prospectus Supplement that Northland expects to file on SEDAR on or before April 16, 2021. Once filed, the Prospectus Supplement will be available on the Company’s profile on SEDAR at www.sedar.com
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor will there be any sale of these securities, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
All amounts are in Canadian dollars unless stated otherwise. An exchange rate of One Canadian Dollar to EURO 0.67 is used herein to establish equivalent amounts.
ABOUT NORTHLAND POWER
Northland Power is a global power producer dedicated to helping the clean energy transition by producing electricity from clean renewable resources. Founded in 1987, Northland has a long history of developing, building, owning and operating clean and green power infrastructure assets and is a global leader in offshore wind. In addition, Northland owns and manages a diversified generation mix including onshore renewables, solar and efficient natural gas energy, as well as supplying energy through a regulated utility.
Headquartered in Toronto, Canada, with global offices in eight countries, Northland owns or has an economic interest in 2.7 GW (net 2.3 GW) of operating generating capacity and a significant inventory of early to mid-stage development opportunities encompassing approximately 4 to 5 GW of potential capacity.
Publicly traded since 1997, Northland’s common shares, Series 1, Series 2 and Series 3 preferred shares trade on the Toronto Stock Exchange under the symbols NPI, NPI.PR.A, NPI.PR.B and NPI.PR.C, respectively.
NON-IFRS FINANCIAL MEASURES
This press release includes references to Northland’s adjusted earnings before interest, income taxes, depreciation and amortization (“adjusted
EBITDA”), Free Cash Flow (and as adjusted) and per share amounts, which are not measures prescribed by International Financial Reporting Standards (IFRS). Adjusted EBITDA, Free Cash Flow (and as adjusted) and per share amounts do not have any standardized meaning under IFRS and, as presented, may not be comparable to similar measures presented by other companies. Non-IFRS financial measures are presented at Northland’s share of underlying operations. These measures should not be considered alternatives to net income, cash flow from operating activities or other measures of financial performance calculated in accordance with IFRS. Rather, these measures are provided to complement IFRS measures in the analysis of Northland’s results of operations from management’s perspective. Management believes that adjusted EBITDA, Free Cash Flow (and as adjusted)and per share amounts are widely accepted and understood financial indicators used by investors and securities analysts to assess the performance of a company and its ability to generate cash through operations. These measures provide investors with additional information to assist them in understanding these critical components of Northland’s financial performance, including Northland’s ability to generate cash through current operations. These measures have been applied consistently for all period presented in this document. Refer to Management’s Discussion and Analysis in the most recent 2020 Annual Report, which can be found on SEDAR at www.sedar.com under Northland’s profile and on northlandpower.com, for an explanation of these terms and for reconciliations to the nearest IFRS measures.
This press release contains certain forward-looking statements including certain future oriented financial information that are provided for the purpose of presenting information about management’s current expectations and plans. Readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects,” “anticipates,” “plans,” “predicts,” “believes,” “estimates,” “intends,” “targets,” “projects,” “forecasts” or negative versions thereof and other similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These statements may include, without limitation, statements regarding Northland’s expectations or ability to complete
the acquisition of the Portfolio in the third quarter of 2021, on the terms negotiated by Northland or at all, Northland’s ability to integrate the Portfolio if the acquisition closes, the source of proceeds to pay for the acquisition of the Portfolio, future expected adjusted EBITDA, Free Cash Flows (and as adjusted) and per share amounts, guidance, and the closing date of the Offering, the completion of construction, attainment of commercial operations, the potential for future production from project pipelines, cost and output of development projects, litigation claims, plans for raising capital, and the future operations, business, financial condition, financial results, priorities, ongoing objectives, strategies and outlook of Northland and its subsidiaries. These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements, including the design specifications of development projects, the provisions of contracts to which Northland or a subsidiary is a party, management’s current plans and its perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate in the circumstances. Although these forward-looking statements are based upon management’s current reasonable expectations and assumptions, they are subject to numerous risks and uncertainties. Some of the factors that could cause results or events to differ from current expectations include, but are not limited to, the ability to satisfy all closing conditions to the acquisition of the Portfolio and the Offering, respectively, risks associated with assets such as those in the Portfolio, Northland’s ability to integrate the Portfolio, revenue contracts, impact of COVID-19 pandemic, Northland’s reliance on the performance of its offshore wind facilities at Gemini, Nordsee One and Deutsche Bucht for approximately 60% of its adjusted EBITDA and Free Cash Flow, counterparty risks, contractual operating performance, variability of revenue from generating facilities powered by intermittent renewable resources, operational risks, permitting, construction risks, project development risks, acquisition risks, financing risks, interest rate and refinancing risks, liquidity risk, credit rating risk, currency fluctuation risk, variability of cash flow and potential impact on dividends, taxation, natural events, environmental risks, health and worker safety risks, market compliance risk, government regulations and policy risks, utility rate regulation risks, international activities, reliance on information technology, labour relations, reputational risk, insurance risk, risks relating to co-ownership, bribery and corruption risk, legal contingencies, and the other factors described in the “Risks Factors” section of Northland’s 2020 Annual Information Form, which can be found at www.sedar.com under Northland’s profile and on Northland’s website at northlandpower.com. Northland’s actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.
The forward-looking statements contained in this release are based on assumptions that were considered reasonable as of the date hereof. Other than as specifically required by law, Northland undertakes no obligation to update any forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
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