There's a healthy appetite for shares in Capital Power
New firm will be able to tap into equity markets
Gary Lamphier
The Edmonton Journal
Saturday, May 09, 2009
North America's electric power-generating industry is dominated by big players, with pockets as deep as the Grand Canyon, and an ability to access billions of dollars in debt or equity capital to fund their operations.
Provincially owned Crown corporations like B.C. Hydro, Ontario
Hydro and Quebec Hydro run huge budgets with massive capital spending programs. Ditto for major U.S. power producers like Duke Power and Florida Power & Light, which trade on the New York Stock Exchange.
In an industry filled with big fish, Epcor Utilities is a small fry. So on Friday it did what it had to do.
While some taxpayers will cry foul at the secretive way the deal was hatched -- Edmonton city council gave it a thumbs-up in mid-April,
behind closed doors -- Epcor has taken a key step toward joining the power industry's big leagues.
The city-owned utility unveiled plans to create a new publicly traded subsidiary -- Capital Power Corp. -- that will assume ownership of all of Epcor's sprawling $5-billion portfolio of electric power generating assets.
More importantly, Capital Power will be able to do something its bureaucratic, parochial, politically handcuffed parent has long been unable to do.
By listing Capital Power's shares on the Toronto Stock Exchange, the new firm will be able to tap the equity markets to fund future growth, while financing the huge capital investments that lie ahead (particularly for coal-fired power producers) in an increasingly carbon-constrained world.
Capital Power's proposed $500-million initial public offering of common shares, expected to be completed in July, will immediately make it one of the largest electric power utility players on the TSX. It will also be the largest IPO in Canada since 2007.
With no other assets besides its network of power-generating plants, Capital Power will be the second-largest pure play power producer on the Toronto exchange, behind only Calgary-based giant TransAlta Corp.
Overnight, Capital Power will zoom to the top of Edmonton's corporate ranks. Stantec Inc., the Edmonton-based engineering and infrastructure design consulting giant, is currently the largest publicly traded firm in the city, with a market cap of about $1.2 billion.
Capital Power will top that, once it goes public. Based on the size of its IPO, Capital Power's implied initial stock market value is expected to be in the $2-billion range, or about half the size of TransAlta.
The new firm, which by corporate edict must remain headquartered in Edmonton, will have interests in 31 power plants across North America, including a wide range of coal, natural gas, hydro and wind-power generating facilities.
Capital Power will also assume ownership of Epcor Utilities' current 30.6-per-cent stake in Epcor Power LP, a struggling, capital-constrained TSX-listed company that has stakes in 20 smaller Canadian and U.S. power plants.
In total, Capital Power's portfolio will boast 3,300 megawatts of generating power. Brian Vaasjo, who currently heads Epcor Power LP, will assume the top job at Capital Power, while Don Lowry remains CEO of Epcor Utilities.
Epcor, for its part, will pocket roughly $500 million in proceeds from the IPO, and will generate additional funds in coming years as it gradually reduces its stake in Capital Power over the coming decade.
Epcor will appoint as many as four board members to the Capital Power board, but it won't exercise outright control. Lowry says it's important that Capital Power function as an independent, market-driven entity, so it can maximize value for shareholders -- especially Epcor.
As it grows, the newly created subsidiary is expected to generate a regular stream of dividend income for Epcor, which forked over $130 million in dividends to the city last year. Since 1996, Epcor has generated roughly $1.8 billion of dividends, taxes and other fee income, thus helping to keep a lid on city tax hikes.
Epcor has been on a growth track for years. It has built six power stations in the last seven years, and its current projects include the massive 495-megawatt Keephills 3 coal-fired power plant, west of Edmonton.
Although it is hiving off its power business, Epcor will continue to own and operate its power transmission and distribution networks, along with its water and waste-water treatment facilities.
Since Epcor has ambitious growth plans in the water-treatment market, where it is already one of the biggest players in North America, the monetization of its power generating assets will help fund that growth.
It's a complicated tale, but it essentially comes down to this:
Under the current city ownership structure, Epcor doesn't have access to the billions of dollars in capital it needs to operate and grow its power generating business, while addressing the looming costs of carbon mitigation in a world that seems intent on penalizing coal-fired power producers.
This deal changes that. By spinning off its power assets in a newly created public company, Epcor has created a way to address this looming capital crunch, while ensuring that it -- and the city of Edmonton -- continue to share in the growth of the power business.
"You consider what the capital requirements are of two fairly prosperous and aggressive businesses, and you quickly recognize that it takes a lot of capital," Vaasjo told Reuters news service. "What this does is, it allows both organizations to continue to grow."
Epcor has retained TD Securities Inc. and Goldman Sachs Canada to market the IPO, and a prospectus is expected to be filed with securities regulators next week.
The shares will be listed in Toronto, but not the U.S.
The timing of the offering couldn't be better.
After sagging to a six-year low earlier this year, the TSX's lead index has been on a tear in recent weeks. The S&P/TSX Composite Index soared almost 271 points on Friday, closing at 10,237.99.
The index has jumped 35 per cent since early March. Major indexes in the U.S. have also skyrocketed, as investors bet that the worst of the global recession is already behind, and job losses begin to slow.
The Dow Jones industrial average gained almost 165 points on Friday, to close at 8,574.65, and the S&P 500 Index rose 22 points, to 929.23.
The TSX's utilities sector is still down about 28 per cent versus a year ago, but like other industry groups, it has rebounded lately. It's up about six per cent over the past month.
That should mean there's a ready appetite for Capital Power's shares -- if they're not too richly priced. We'll soon find out.
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© The Edmonton Journal 2009
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