The Securities Commission has granted Algonquin Power & Utilities Corp. (the Filer) an exemption from certain disclosure and filing requirements typically applicable to selling securityholders in the context of a remarketing of senior notes due 2026. The exemption pertains to the requirements under National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 33-105 Underwriting Conflicts, which would normally necessitate filings and disclosures by participating securityholders in a distribution.
The Filer’s equity units, which include an interest in the senior notes, were initially offered publicly in Canada and the U.S. The notes are expected to be remarketed primarily in the U.S. to reset the interest rate and fulfill payment obligations under related purchase contracts. The Filer plans to file a new base shelf prospectus and subsequent prospectus supplements for the remarketing.
The exemption was deemed appropriate because the participating securityholders, who are essentially passive and widely dispersed, would not be able to comply with the typical requirements due to practical impediments. The Filer argued that these securityholders do not have the same level of involvement or influence as typical selling securityholders.
The decision was made under the authority of the Ontario Securities Commission, which is the principal regulator in this case, and the exemption is intended to be relied upon in all Canadian provinces and territories. The decision was based on the Filer’s representations and the regulator’s satisfaction that the exemption meets the legislative test.