Emera Incorporated has announced (although not yet on their website):
that it will issue four million Cumulative Redeemable First Preferred Shares, Series E (the “Series E Shares”) at a price of $25.00 per share, for aggregate gross proceeds of $100 million on a bought deal basis to a syndicate of underwriters in Canada led by RBC Capital Markets, CIBC, Scotiabank and TD Securities Inc. RBC Capital Markets and CIBC are acting as joint bookrunners for the offering.
Emera has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the date of closing, to purchase up to an additional one million Series E Shares at the same offering price, for additional gross proceeds of up to $25 million.
The holders of Series E Shares will be entitled to receive fixed cumulative preferential cash dividends at an annual rate of $1.125 per share, payable quarterly, as and when declared by the board of directors of the Company yielding 4.5% per annum. The initial dividend, if declared, will be payable on August 15, 2013 and will be $0.2034 per share, based on an anticipated closing date of June 10, 2013.
The Series E Shares will not be redeemable by the Company prior to August 15, 2018. On or after August 15, 2018 the Company may redeem all or any part of the then outstanding Series E Shares, at the Company’s option without the consent of the holder, by the payment of: $26.00 per share if redeemed before August 15, 2019; $25.75 per share if redeemed on or after August 15, 2019 but before August 15, 2020; $25.50 per share if redeemed on or after August 15, 2020 but before August 15, 2021; $25.25 per share if redeemed on or after August 15, 2021 but before August 15, 2022; and $25.00 per share if redeemed on or after August 15, 2022, together, in each case, with all accrued and unpaid dividends up to but excluding the date fixed for redemption. The Series E Shares do not have a fixed maturity date and are not redeemable at the option of the holders of Series E Shares.
The offering is subject to the receipt of all necessary regulatory and stock exchange approvals. The net proceeds of the offering will be used for general corporate purposes.
The Series E Shares will be offered to the public in Canada by way of prospectus supplement to the Company’s short form base shelf prospectus dated May 2, 2013.
Update, 2013-6-10: Emera announced on June 4:
that in connection with its recently announced public offering of 4,000,000 Cumulative Redeemable First Preferred Shares, Series E (the “Series E Shares”), the underwriters have exercised their option (the “Underwriters’ Option”) to purchase an additional 1,000,000 Series E Shares at a price of $25.00 per share. Emera will receive additional gross proceeds of $25 million from the exercise of the Underwriters’ Option, increasing the total size of the offering to $125 million. Closing of the Underwriters’ Option is expected to occur concurrently with the scheduled closing of the public offering on June 10, 2013.