Capital Power Announces Pricing of US$1.2 Billion of Senior Notes

EDMONTON, Alberta, May 13, 2025 (GLOBE NEWSWIRE) — Capital Power Corporation (TSX: CPX) (“Capital Power” or the “Company”) announced today the pricing of a private offering of US$700 million aggregate principal amount of 5.257% senior notes due 2028 (the “2028 Notes”) and US$500 million aggregate principal amount of 6.189% senior notes due 2035 (the “2035 Notes” and, collectively, the “Notes”) to be issued by Capital Power (US Holdings) Inc., a U.S. wholly-owned subsidiary of the Company. The Notes will be guaranteed on the issue date by the Company and the Company’s subsidiaries that guarantee the Company’s revolving credit facilities. The offering is expected to close on or about May 28, 2025, subject to customary conditions.

The Company intends to use the net proceeds from the offering to fund a portion of the purchase price for the previously announced acquisition of 100% of the equity interests in Hummel Station, LLC, which owns the 1,124 MW Hummel Station, a combined-cycle natural gas facility in Shamokin Dam, Pennsylvania, and 100% of the equity interests in Rolling Hills Generating, L.L.C., which owns the 1,023 MW Rolling Hills plant, a combustion turbine natural gas facility in Wilkesville, Ohio (together, the “Acquisition”). The 2035 Notes will be subject to a special mandatory redemption if the Company does not consummate the Acquisition on or prior to the later of (i) January 15, 2026 or (ii) the date that is five business days after any later date to which the parties to the acquisition agreement may agree to extend the outside date in the acquisition agreement, or the Company notifies the trustee that it will not pursue the consummation of the Acquisition. If the Acquisition is not completed, the Company intends to use the net proceeds from the offering to fund such special mandatory redemption and the remaining to finance future growth opportunities including acquisitions, finance capital development expenditures, reduce outstanding indebtedness or for other general corporate purposes.

The offer and sale of the Notes have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any United States state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and non U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act. The offer and sale of the notes have not been qualified for sale under the securities laws of any province or territory of Canada. In Canada, the Notes are to be offered and sold on a private placement basis in certain provinces of Canada pursuant to exemptions from, or transactions not subject to, the prospectus requirements under applicable securities legislation in Canada. This news release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Forward-looking Information

This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. Such forward-looking information is provided to inform the Company’s shareholders and potential investors about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as “anticipate”, “proposed”, “estimated”, “estimates”, “would”, “expects”, “intends”, “plans”, “may”, “will”, and similar expressions, although not all forward-looking information contain these identifying words.

This press release includes forward-looking information and statements pertaining to expectations regarding the use of proceeds and expected closing of the offering of the Notes.

These statements are based on certain assumptions and analyses made by Capital Power considering its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate, including in respect of the completion of the Acquisition.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions are subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company’s expectations. Such material risks and uncertainties include matters relating to the completion of the Acquisition including obtaining regulatory approvals required for closing of the Acquisition.

The forward-looking information in this news release reflects the Company’s current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.

Territorial Acknowledgement

In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the Indigenous Peoples of Turtle Island, or North America. Capital Power’s head office is located within the traditional and contemporary home of many Indigenous Peoples of the Treaty 6 region and Métis Nation of Alberta Region 4. We acknowledge the diverse Indigenous communities that are located in these areas and whose presence continues to enrich the community.

About Capital Power

Capital Power is a growth-oriented power producer with approximately 10 GW of power generation at 30 facilities across North America. We prioritize safely delivering reliable and affordable power communities can depend on, building lower-carbon power systems, and creating balanced solutions for our energy future. We are Powering Change by Changing Power^TM.

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