VSN / CPX Deal: Not Great for VSN, says DBRS

Veresen Inc. has announced:

it has entered into a suite of separate agreements to sell its power generation business for $1.18 billion.

Veresen has maximized the value of its power business by selling the assets in three separate packages.

Each of the agreements is subject to closing adjustments and conditions customary in transactions of this nature. Closing is expected to occur during the second quarter of 2017 subject to the receipt of all necessary approvals. Veresen anticipates the minimal amount of cash taxes arising from the sale of the power business will be recovered in the following year. The company expects to update its 2017 guidance for the divestiture of the power business upon the closing of the sale process. TD Securities Inc. acted as the company’s sole financial advisor on this divestiture.

… and Capital Power Corporation has announced:

that it has entered into an agreement to acquire the thermal power business of Veresen Inc., consisting of two gas-fired generation facilities and two waste heat assets.

Under the terms of the agreement, Capital Power will acquire 284 megawatts (MW, net) of generation from two natural gas-fired power assets in Ontario consisting of the 84 MW East Windsor Cogeneration Centre (East Windsor) and a 50% interest in the 400 MW York Energy Centre (York Energy), and will operate both facilities. Both East Windsor and York Energy are under long-term power purchase agreements (PPAs) with the Ontario Independent Electricity System Operator (IESO, A rated) with original terms expiring in 2029 and 2032, respectively. Both assets earn revenue through fixed capacity payments partly indexed to inflation and are compensated for operations and maintenance, and fuel (commodity and transportation) as well as start-up costs. Additionally, East Windsor is under a long-term steam supply agreement with Ford Motor Company (BBB rated).

The purchase price for the acquisition is $225 million in total cash consideration, subject to working capital adjustments and other closing adjustments, and the assumption of $275 million of project level debt (proportionate basis). Capital Power expects to finance the transaction through existing cash and its credit facilities. The transaction is expected to close in the second quarter of 2017, subject to regulatory approvals and satisfaction of closing conditions.

The acquisition is expected to increase adjusted funds from operations (AFFO) by an estimated $24 million in the first full year of operations, which will be accretive by 25 cents per share reflecting a 7% increase. The acquisition is expected to be accretive to earnings by 11 cents per share during its first full year of operations. The projected annual EBITDA generated by the assets is estimated to be $55 million per year.

With respect to VSN, DBRS comments:

DBRS had placed Veresen’s ratings Under Review with Negative Implications on August 4, 2016, following the Company’s announcement that it would sell its power generation business, suspend its Premium Dividend and Dividend Reinvestment Plan (DRIP) and maintain its current dividend payout. Proceeds from the sale of the power business will be invested to develop Veresen’s midstream projects in the core natural gas and natural gas liquids infrastructure business. DBRS believes that this announcement negatively affects Veresen’s business risk profile. Please refer to the DBRS press releases “DBRS Places Veresen Inc.’s Ratings Under Review with Negative Implications,” dated August 4, 2016, and “DBRS Maintains Veresen Inc.’s Ratings Under Review with Negative Implications Status,” dated November 18, 2016. DBRS notes that today’s announcement by the Company is consistent with its announcement on August 4, 2016. Consequently, DBRS is maintaining the Under Review with Negative Implications status on Veresen’s ratings. DBRS will further review the details relating to the sale transactions as they become available and aims to resolve the Under Review with Negative Implications status after the sale transactions have closed in Q2 2017.

With respect to CPX, DBRS comments:

DBRS views the Acquisition as having a modestly positive impact on CPC’s Business Risk Assessment factors as (1) the Acquisition assets are supported by long-term PPAs with highly rated counterparties; (2) cash flow from the Acquisition assets is expected to be stable reflecting the nature of capacity contract payments, which account for approximately 80% of the revenues of the Acquisition assets; and (3) the assets being located outside of Alberta also provides CPC with additional geographic diversification, away from the heightened political risk in the province. However, DBRS views the impact of the Acquisition to be modestly negative on CPC’s credit ratios as a result of additional debt from the Acquisition. Overall, DBRS does not view the Acquisition as having either a material positive or negative impact on CPC’s rating.

DBRS notes that CPC’s rating remains BBB with a Negative trend due to Alberta’s challenging wholesale power market environment and heightened political risk for the power market in Alberta. DBRS expects the Negative trend to be resolved upon the completion of its annual review of the Company, which is anticipated to occur in March 2017.

DBRS’ Review Negative of VSN was reported on PrefBlog here and here. The Negative Trend noted by DBRS with respect to CPX does not affect the preferred shares.

Affected VSN issues are VSN.PR.A, VSN.PR.C and VSN.PR.E.

Affected CPX issues are CPX.PR.A, CPX.PR.C, CPX.PR.E and CPX.PR.E.

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