Irving Infrastructure Corp., a subsidiary of iCON Infrastructure Partners III, L.P., a fund advised by London, UK-based iCON Infrastructure LLP, has acquired all of the issued and outstanding common shares of Capstone and Class B exchangeable units of Capstone's subsidiary MPT LTC Holding LP for CAD4.90 (US$3.78) cash per share or unit.
The depositary for the transaction will make payments to registered holders of Common Shares, Class B Units, 6.75% extendible convertible unsecured subordinated debentures of Capstone Power Corp. due December 31, 2017 and 6.50% convertible unsecured subordinated debentures of Capstone due December 31, 2016 who have validly deposited their security certificates and a duly completed letter of transmittal within three business days.
The Common Shares, Class B Units and Debentures will be delisted from the Toronto Stock Exchange and cease trading as soon as practicable. The corporation's Cumulative Five-Year Rate Reset Preferred Shares, Series A will remain outstanding in accordance with their terms and continue to trade on the TSX under the symbol CSE.PR.A.
Capstone's strategy is to develop, acquire and manage a portfolio of utilities, power and transportation businesses, and public-private partnerships that operate in a regulated or contractually-defined environment and generate stable cash flow. Capstone currently has investments in utilities businesses in Europe and owns, operates and develops thermal and renewable power generation facilities in Canada with a total installed capacity of net 473 megawatts.
RBC Capital Markets and TD Securities acted as financial advisors to Capstone, with Blake, Cassels & Graydon LLP acting as legal counsel. CIBC World Markets and Scotia Capital acted as financial advisors to iCON III, with Osler, Hoskin & Harcourt LLP acting as legal counsel.
Michael Bernstein, President and CEO of Capstone, said:
"We are very pleased that this transaction has successfully closed and that we have crystalized the value of our portfolio for our investors. We look forward to the next stage in the evolution of Capstone as we grow with ICON Infrastructure. We appreciate the efforts of our teams at head office and the assets, our legal and financial advisors, and the guidance of our Board of Directors, all of whom worked hard to bring this transaction to a successful conclusion."
Paul Malan, Senior Partner of iCON Infrastructure, said:
"With the completion of this transaction, iCON has gained an excellent portfolio of well-managed assets and a talented team of professionals. We also have an expanded foothold in North America, which we view as strategically important to our future growth."