On February 6, 2018, Innergex Renewable Energy Inc. (Innergex) completed the acquisition of Alterra Power Corp. (Alterra) by way of an arrangement agreement pursuant to which Innergex acquired all of the issued and outstanding common shares of Alterra for an aggregate consideration of $1.1 billion, including the assumption of Alterra’s debt. Alterra’s shares were delisted from the Toronto Stock Exchange on February 7, and Alterra has ceased to be a reporting issuer under applicable Canadian securities laws.
Concurrently with the closing, Innergex has successfully completed the financing of the cash portion of the acquisition with a $150-million subordinated unsecured 5-year term loan from Caisse de dépôt et placement du Québec. Innergex’s revolving credit facilities have also been increased from $225 million to $700 million.
With the acquisition, Innergex is now the largest independent renewable energy producer in British Columbia and among the largest in Canada. The acquisition will also enable Innergex to leverage Alterra’s US development expertise and expand its presence in the US market, as well as Canada, Latin America and Europe. The acquisition also brings Innergex an extensive pipeline of prospective projects in preliminary stages or in progress, with an estimated net capacity of more than 5,000 MW.
Innergex was represented by an in-house team led by Nathalie Théberge, Vice-President - Corporate Legal Affairs and Secretary, and was supported by McCarthy Tétrault LLP with a team led by Philippe Fortier and Hadrien Montagne that included Marc Dorion, Patrick Boucher, Sven Milelli, Morgan Troke, Xin Gao and Thomas Etienne (corporate), Ryley Mennie (labour & employment), Cameron Whyte and Parisa Gerami (real property & planning), Angelo Discepola (tax), François Dupuis (litigation) and Selina Lee-Andersen (environmental). McCarthy Tétrault LLP, with a team led by Richard O’Doherty, also advised Innergex on the financing of the acquisition.
Alterra was represented by an in-house team led by Shannon Webber, General Counsel of Alterra, and was supported by Borden Ladner Gervais LLP with a team led by Fred Pletcher that included Kent Kufeldt, Tom Ladner and Lauren DeGoey (securities and capital markets), Randy Morphy and Danielle Lewchuk (tax), Steve Warnett and Gordon Johnson (litigation), and Subrata Bhattacharjee and Denes Rothschild (competition).
Troutman Sanders LLP served as US Counsel to Alterra Power Corp., with a team led by partners Tom Rose and Shona Smith (corporate) that included Cliff Sikora and Dan Larcamp (FERC), Mitch Portnoy (HSR), Megan Rahman (government investigations) and Mark Goldsmith (tax).
The special committee of Alterra was advised by Blake, Cassels & Graydon LLP with a team led by Bob Wooder that included Riley Graydon.