Canadian Utilities Limited, an ATCO company, completed the sale of its entire Canadian fossil fuel-based electricity generation portfolio for, in aggregate, approximately $835 million. The transaction was completed in three stages: a sale of the interest of ATCO Power Canada Ltd. (ATCO Power) in the Cory facility and related assets located in Saskatchewan to SaskPower International Inc., a sale of ATCO Power's equity interests in Brighton Beach Power L.P. and Brighton Beach Power Ltd. to Ontario Power Generation Inc., and a sale of ATCO Power (2010) Ltd.'s direct equity interest in ATCO Power (and indirect interest in Alberta Power (2000) Ltd.) to Heartland Generation Ltd., an affiliate of Energy Capital Partners, the last of which closed on September 30, 2019.
The sale included 12 partly or fully owned natural gas-fired and coal-fired electricity generation assets located in Alberta, British Columbia, Saskatchewan and Ontario, with a combined generating capacity in excess of 2,500 megawatts.
With approximately 5,000 employees and assets of $22 billion, Canadian Utilities Limited is a diversified global energy infrastructure corporation in Electricity (electricity generation, transmission and distribution), Pipelines & Liquids (natural gas transmission, distribution and infrastructure development; and energy storage and industrial water solutions) and Retail Energy (electricity and natural gas retail sales).
Bennett Jones LLP was lead counsel to Canadian Utilities Limited, with a team led by David Macaulay and including Anu Nijhawan, Ashley White, James McClary, Denise Bright, Blake Williams, Loyola Keough, Bruce Mellett, Brad Gilmour, Stephen Burns, Beth Riley, Mark Powell, Luke Morrison, John Gilmore, Michael Chow, Joel Wiens, Samantha Lush and Kathryn Shaw.
RBC Capital Markets and J.P. Morgan acted as joint financial advisors to Canadian Utilities Limited. Energy Capital Partners (and Heartland Generation Ltd.) were represented by US counsel, Latham & Watkins LLP, with a team including David Kurzweil, Aaron Hullman, Patrick Tomlinson and Sara Almousa, and Canadian counsel, Blake Cassels & Graydon LLP, with a team including Keith Byblow, Nick Tropak, Jaye Stewart, Randon Slaney, and Ian Clarke.
MUFG Bank Ltd. acted as administrative agent, ATB Financial acted as collateral agent, and MUFG Bank Ltd., ATB Financial, CIBC, National Bank of Canada and other lenders provided financing for the acquisition.
Lenders to Energy Capital Partners were represented by McCarthy Tetrault LLP, with a team including Joe Palin, Trevor Morawski, Candace Pallone, Audrey Bouffard-Nesbitt, William Lee, Genevieve Loxley, Kerri Howard, Kim Howard, Michael Shahinian, Melissa Colborne, Niki Gill, Jamie Gibb.
SaskPower International Inc. was represented by McKercher LLP, with a team including John Pringle and Bruce Harrison.
Ontario Power Generation Inc. was represented by corporate counsel, Dentons Canada LLP, with a team led by Vivek Bakshi and including Andy Pushalik, Mark Jadd, Kelli Patel, Byron Reynolds, Kori Williams, Oana Chivaran, and Jamie Thomas, and competition counsel, Torys LLP, with a team including Dany Assaf and Ian Li.