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Algonquin Power & Utilities Corp. Announces Commencement of Consent Solicitations for Three Series of Subordinated Notes

  • Algonquin Power & Utilities Corp. (AQN) initiated consent solicitations for holders of its U.S. Notes (2019-A & 2022-B Series) and Canadian Notes (2022-A Series) to approve amendments deleting the "Automatic Conversion" feature from their indentures.
  • The proposed amendments ensure Notes remain as subordinated indebtedness rather than converting to preferred shares upon bankruptcy or insolvency events, a change made because rating agencies no longer assign equity credit to this feature.
  • AQN will pay consent payments of US$0.025 per US$25 principal for 2019-A Notes, US$1.00 per US$1,000 for 2022-B Notes, and C$1.00 per C$1,000 for 2022-A Notes to eligible holders who respond by the deadlines.
  • U.S. Solicitations expire at 5:00 p.m. New York City time on November 23, 2026, requiring a majority of outstanding principal to approve amendments for each series independently.
  • The Canadian Solicitation requires a 66⅔% extraordinary resolution for the 2022-A Notes, with a written consent deadline of 5:00 p.m. Toronto time on November 23, 2026, or a special meeting scheduled for December 11, 2026, if the written threshold is not met.
  • Only holders of record as of November 10, 2026, are eligible to deliver consents or vote, with non-consenting holders bound by the amendments but ineligible for the consent fees.
  • The interest rates, maturity dates, redemption provisions, and subordination levels of the Notes will remain unchanged by these proposed amendments.
  • AQN has retained RBC Capital Markets as the U.S. Solicitation Agent, RBC Dominion Securities as the Canadian Solicitation Agent, and D.F. King & Co. as the U.S. Information Agent.
  • The amendments will not become operative until the relevant consent payments are made following the expiration of the solicitation periods.