TORONTO, ONTARIO--(Marketwire - April 15, 2011) - Macquarie Power and Infrastructure Corporation (TSX:MPT)(TSX:MPT.DB.A)("MPIC") today announced that it has completed the internalization of all management and administration functions performed by Macquarie Power Management Ltd. and its affiliates (collectively, "Macquarie"). In conjunction with the internalization, MPIC has adopted the name Capstone Infrastructure Corporation (the "Corporation").
"Today is the start of an exciting new phase for our company," said Michael Bernstein, President and Chief Executive Officer. "Our team intends to extend our track record and to grow our portfolio across core infrastructure categories and geographies, including both operating businesses and development-stage opportunities. Our mission is to deliver a superior total return to our shareholders."
Following the change in name, the Corporation's common shares and 6.50% convertible debentures (the "Debentures") will trade on the Toronto Stock Exchange ("TSX") under the symbols "CSE" and "CSE.DB.A", respectively, subject to satisfaction of the customary conditions of the TSX.
Macquarie has used a portion of the payment it received in consideration for terminating the management and administration agreements to subscribe for 855,746 common shares of the Corporation at a price of $8.18, which is the three-month volume-weighted average price as at the close of trading on March 14, 2011, the date the internalization was agreed to with Macquarie. Macquarie has committed to hold these shares for at least 12 months.
Board of Directors
Upon completion of the internalization, Mr. Stephen Mentzines resigned from the Board of Directors. Mr. Mentzines is a Senior Managing Director of Macquarie and was appointed to the Board of Directors pursuant to Macquarie's previous right to appoint one director under the terms of its agreement with the Corporation, which was terminated as part of the internalization transaction.
The Corporation's dividend policy is to pay a dividend of $0.055 per common share monthly, or $0.66 per common share on an annualized basis. This dividend level is expected to be sustainable through 2014 based on the Corporation's existing portfolio and outlook and barring any significant unexpected events.
About the New Corporate Name and Brand
The word capstone refers to a crowning achievement, element or event. Architecturally, a capstone is the top or finishing stone of a building or structure. The name Capstone Infrastructure reflects management's commitment to excellence, quality and growth and to realizing the Corporation's vision of becoming the pre-eminent infrastructure company in Canada.
Erie Shores Refinancing
The Corporation also confirmed today that on April 1, 2011 it completed the previously announced refinancing of the Erie Shores Wind Farm Tranche C debt, establishing a new $40-million fully amortizing loan that matures on April 1, 2026 and bears interest at a rate of 6.145%.
About Capstone Infrastructure Corporation
Capstone Infrastructure Corporation's mission is to build and responsibly manage a high quality portfolio of infrastructure businesses in Canada and internationally in order to deliver a superior total return to shareholders through a combination of stable dividends and capital appreciation. The Corporation's portfolio currently includes investments in gas cogeneration, wind, hydro and biomass power generating facilities, representing approximately 350 MW of installed capacity, and a 33.3% interest in a district heating business in Sweden. The Corporation is also currently developing a 20 MW solar power facility in Ontario. Please visit www.capstoneinfrastructure.com for more information.
Notice to Readers
Certain of the statements contained in this news release are forward-looking and reflect management's expectations regarding the Corporation's future growth, results of operations, performance and business based on information currently available to the Corporation. Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements use forward-looking words, such as "anticipate", "continue", "could", "expect", "may", "will", "estimate", "believe" or other similar words. These statements are subject to significant known and unknown risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results. The forward-looking statements in this news release are based on information currently available and what the Corporation currently believes are reasonable assumptions, including the material assumptions for each of the Corporation's assets set out in its fiscal 2010 Annual Report under the heading "Asset Performance" as updated in subsequently filed Quarterly Financial Reports of the Corporation and other filings made by the Corporation with the Canadian securities regulatory authorities (such documents are available on the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com). Other material factors or assumptions that were applied in formulating the forward-looking statements contained herein include the assumption that the business and economic conditions affecting the Corporation's operations will continue substantially in their current state, including, with respect to industry conditions, general levels of economic activity, regulations, weather, taxes and interest rates, that there will be no unplanned material changes to the Corporation's facilities, equipment or contractual arrangements.
Although the Corporation believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons, including risks related to: power infrastructure (operational performance; power purchase agreements; fuel costs and supply; contract performance; development risk; technology risk; default under credit agreements; land tenure and related rights; regulatory regime and permits; and force majeure) and the Corporation (variability and payment of dividends, which are not guaranteed; geographic concentration and non-diversification; reliance on key personnel; insurance; environmental, health and safety regime; availability of financing; shareholder dilution; the volatile market price for common shares of the Corporation; changes in legislation and administrative policy; and International Financial Reporting Standards). There are also a number of risks related to the Corporation's investment in the district heating business in Sweden, including: general business risks inherent in the district heating business; geographic concentration; minority interest; government regulation; termination of supply and customer contracts; enforcement of indemnities against the vendors of the district heating business; environmental health and safety liabilities; liability and insurance; and reliance on key personnel. There is also a risk that the district heating business may not achieve expected results.
For a more comprehensive description of these and other possible risks, please see the Corporation's Annual Information Form dated March 24, 2011 for the year ended December 31, 2010 as updated in subsequently filed Quarterly Financial Reports and other filings made by the Corporation with the Canadian securities regulatory authorities. These filings are available on SEDAR. The assumptions, risks and uncertainties described above are not exhaustive and other events and risk factors could cause actual results to differ materially from the results and events discussed in the forward-looking statements. These forward-looking statements reflect current expectations of the Corporation as at the date of this news release and speak only as at the date of this news release. Except as may be required by applicable law, the Corporation does not undertake any obligation to publicly update or revise any forward-looking statements.