ST. JOHN'S, NEWFOUNDLAND AND LABRADOR - Fortis Inc. ("Fortis" or the "Corporation") (TSX:FTS)(NYSE:FTS) announced today the closing and results of its offer to exchange (the "Exchange Offer") US$2.0 billion aggregate principal amount of its new senior unsecured notes (the "New Notes") registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") for a like principal amount of its outstanding unregistered senior unsecured notes (the "Old Notes").
The Old Notes include US$500 million principal amount of 2.100% notes due 2021 (the "2021 Notes") and US$1.5 billion principal amount of 3.055% notes due 2026 (the "2026 Notes"). The Old Notes were issued by Fortis in October 2016 to qualified institutional buyers under Rule 144A of the Securities Act and to non-U.S. persons under Regulation S of the Securities Act and were not offered for sale in Canada.
The Exchange Offer expired at 5:00 p.m., New York City time, on June 28, 2017. The Bank of New York Mellon, the exchange agent for the Exchange Offer, has advised that an aggregate principal amount of US$499,900,000 of the 2021 Notes and US$1,499,435,000 of the 2026 Notes were validly tendered and not withdrawn. This represents approximately 99.98% and 99.96% of the aggregate principal amount of the 2021 Notes and the 2026 Notes outstanding, respectively.
Fortis issued an equal principal amount of New Notes of each series in exchange for the Old Notes of each series that were validly tendered and not withdrawn. Settlement of the Exchange Offer and delivery of the New Notes occurred on July 7, 2017.
In connection with the issuance of the Old Notes, Fortis entered into a registration rights agreement with the initial purchasers of the Old Notes in which it undertook to conduct the Exchange Offer. The purpose of the Exchange Offer was to fulfill the Corporation's obligations under the registration rights agreement. Fortis did not receive any proceeds from the Exchange Offer.
The New Notes have substantially identical terms as the Old Notes, except that the New Notes are registered under the Securities Act, do not contain restrictions on transfer, additional interest provisions or special mandatory redemption provisions, bear different CUSIP numbers from the Old Notes and do not entitle their holders to registration rights.
The Exchange Offer was made pursuant to the Corporation's shelf prospectus and registration statement on Form F-10 previously filed with the U.S. Securities and Exchange Commission (the "SEC") under the U.S./Canadian multijurisdictional disclosure system. A prospectus supplement related to the Exchange Offer was filed on SEDAR (www.sedar.com) and with the SEC on EDGAR (www.sec.gov) on May 31, 2017.
This press release is neither an offer to buy nor a solicitation of an offer to sell any of the Corporation's securities. The Exchange Offer was made only pursuant to the Exchange Offer documents, which have been filed with the SEC, and include the Exchange Offer prospectus and letter of transmittal that were distributed to holders of the Old Notes.
About Fortis
Fortis is a leader in the North American regulated electric and gas utility industry with total assets of approximately C$48 billion as of March 31, 2017. The Corporation's 8,000 employees serve utility customers in five Canadian provinces, nine U.S. states and three Caribbean countries.
Fortis shares are listed on the TSX and NYSE and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
Fortis includes forward-looking statements in this media release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation, the expected issuance and delivery of the New Notes and the timing of settlement of the Exchange Offer.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Fortis cautions readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors and risk factors relating to the New Notes, reference should be made to the Corporation's prospectus supplement filed on May 31, 2017 together with the short form base shelf prospectus to which it relates dated November 30, 2016 and the continuous disclosure materials filed from time to time by Fortis with Canadian securities regulatory authorities and the Securities and Exchange Commission. Fortis disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.