Innergex Renewable Energy to acquire Alterra Power Corp.

• $1.1 billion transaction to meaningfully diversify Innergex's asset portfolio in terms of geography and energy sources
• Transaction to solidify Innergex's position as a leading renewable energy independent power producer by adding eight operating projects (net 364 MW), three projects under construction (net 118 MW), three prospective projects at an advanced stage (net 686 MW), other U.S. PTC-qualified prospective projects (net 490 MW), and an extensive pipeline of prospective projects in preliminary stages or in progress (net 4,350 MW)
• Transaction expected to be accretive to Innergex's distributable cash flow per share upon completion of Alterra's projects currently under construction and some of the advanced-stage prospective projects
• Transaction to be fully funded and supported by a new subordinated unsecured loan from Caisse de dépôt et placement du Québec ("la Caisse"); commitments obtained from two leading Canadian banks to backstop and upsize Innergex's existing credit facility in order to maintain a strong and flexible balance sheet and provide ample liquidity to fully fund Innergex's development portfolio pro forma for the transaction
• Alterra shareholders to receive $8.25 per Alterra common share, payable in $2.06 cash and 0.4172 of a common share of Innergex, after the effect of full pro-ration, for a total transaction value of $1.1 billion, including the assumption of Alterra's debt
• Alterra shareholders to realize an immediate immediate premium and an opportunity to continue to participate in the go-forward growth of Innergex

LONGUEUIL, QC and VANCOUVER, Oct. 30, 2017 /CNW Telbec/ - Innergex Renewable Energy Inc. (TSX: INE) ("Innergex") and Alterra Power Corp. (TSX: AXY) ("Alterra") are pleased to announce today that they have entered into an arrangement agreement (the "Arrangement Agreement") pursuant to which Innergex will acquire all of the issued and outstanding common shares of Alterra (the "Alterra Common Shares") for an aggregate consideration of $1.1 billion, including the assumption of Alterra's debt (the "Transaction"). The Transaction is subject to approval by Alterra's shareholders and other customary closing conditions. Pursuant to the Transaction, Alterra shareholders will receive an aggregate consideration which will consist of approximately 25% in cash and 75% in common shares of Innergex (the "Innergex Common Shares"). The price of $8.25 per Alterra Common Shares implies a premium of 58% to Alterra's 20-day volume weighted average price of $5.21 on the TSX as of October 27, 2017.

"This transaction is highly strategic and accretive for Innergex as we believe it significantly accelerates Innergex's growth profile with a path to reach a net installed capacity of over 2,000 MW by 2020," said Michel Letellier, President and Chief Executive Officer of Innergex. "The geographic and energy sources profile of Alterra's portfolio further diversifies Innergex's asset base by adding operating hydro and wind projects in Canada, a large number of operating, under construction and prospective wind projects in the U.S. and operating geothermal assets in Iceland. Further, we believe that the addition of Alterra's seasoned and experienced team to Innergex's team enhances our ability to concurrently develop multiple projects across many geographies."

"This is an excellent transaction for Alterra shareholders," said Ross Beaty, Executive Chairman of Alterra. "It offers a significant premium and the opportunity for Alterra shareholders to remain exposed to Alterra's assets, including our growth pipeline. Innergex is an outstanding Canadian clean energy company with highly complementary renewable energy assets to those of Alterra and a similar corporate culture. The combined company will have a lower cost of capital, stronger balance sheet, more diversified asset base and greater capacity to grow rapidly and efficiently. I look forward to tendering my Alterra shares into Innergex and remaining a significant shareholder for many years to come."

OPERATIONAL AND FINANCIAL HIGHLIGHTS
Alterra will complement Innergex's current operating, under construction and prospective projects, resulting in increased geographic and technological diversification through meaningful presence in the United States and Icelandic power markets as well as the addition of geothermal power generation to Innergex's production mix. We believe that the transaction significantly accelerates Innergex's growth profile.

• Innergex's overall net power generation capacity will be of 1,606 MW, up over 40 %, pro forma the Transaction, including assets under construction
• Addition of three advanced-stage prospective projects with capacity of net 686 MW
• A number of other prospective U.S. renewable electricity production tax credit ("PTC") qualified projects totalling approximately 490 MW
• Extensive pipeline of prospective projects in preliminary stages or in progress estimated at a net capacity of 4,350 MW to be added to Innergex's pipeline of net capacity of approximately net 3,560 MW

Alterra's and Innergex's experienced management teams, with a track record of successfully developing and operating renewable energy projects in various jurisdictions, will play an important role in developing the large growth pipeline of the combined company.

The Transaction is expected to be accretive to Innergex's distributable cash flow per share upon completion of Alterra's projects currently under construction and some of the advanced-stage prospective projects.

TRANSACTION DETAILS
Under the terms of the Arrangement Agreement, Innergex is offering to acquire all of the issued and outstanding Alterra Common Shares by way of a plan of arrangement.  Alterra shareholders will receive, at the election of each such shareholder, either (i) $8.25 in cash or (ii) 0.5563 Innergex Common Shares for each Alterra Common Share, subject in each case to the pro-ration, such that the aggregate consideration paid to all of Alterra shareholders will consist of approximately 25% in cash and 75% in Innergex Common Shares. Giving full effect to the proration, the consideration of each Alterra Common Share represents $2.06 in cash and 0.4172 Innergex Common Shares. The share consideration is based on Innergex's common share closing price of $14.83 on the TSX on October 27, 2017.

The price of $8.25 per Alterra Common Share represents a premium of 58% to Alterra's 20-day volume weighted average price of $5.21 on the TSX as of October 27, 2017. The Transaction is valued at approximately $1.1 billion, including the assumption of Alterra's debt.

The Innergex Common Shares issuable to Alterra shareholders in connection with the Transaction represent a pro forma ownership of approximately 19% of the combined company. One member of the current Board of Directors of Alterra will join the Board of Directors of Innergex upon closing of the Transaction.

The Transaction is subject to approval of at least 66 ⅔% Alterra Common Shares represented in person or by proxy at a special meeting of Alterra shareholders to be called to consider the Transaction – expected to be held in December 2017 (the "Special Meeting"). The Board of Directors of Alterra, having received a unanimous recommendation from a special committee comprised solely of independent directors (the "Special Committee"), has unanimously approved the Transaction and recommends that Alterra shareholders vote in favour of the Transaction. The Special Committee of Alterra has received an opinion from its financial advisor, Raymond James Ltd., that the consideration to be received pursuant to the Arrangement Agreement is fair, from a financial point of view, to the Alterra shareholders.

In addition to Alterra shareholder approval, the Transaction is subject to court and certain regulatory approvals in Canada and U.S., key third party consents and other customary closing conditions. The Transaction is not subject to approval by Innergex shareholders.

The Arrangement Agreement provides for customary non-solicitation covenants on the part of Alterra and a right in favour of Innergex to match any unsolicited superior proposal. If Innergex does not exercise its right to match, Innergex would receive a termination fee of approximately $18 million from Alterra in the event the Arrangement Agreement is terminated as a result of a superior proposal. Subject to the receipt of all required regulatory approvals and key third-party consents, closing of the Transaction is expected to occur in the first quarter of 2018.

SUPPORT OF KEY SHAREHOLDERS
Innergex has entered into a support and voting agreement with Mr. Ross Beaty, Executive Chairman of Alterra, and certain related entities who have control over approximately 31% of Alterra's issued and outstanding common shares. Pursuant to the support and voting agreement, Mr. Beaty, together with these related entities, have agreed to: (i) vote all of their Alterra Common Shares in favour of the Transaction at the Special Meeting (ii) a 12-month holding period with respect to the Innergex Common Shares to be received by them as a result of the Transaction; and (iii) elect to receive Innergex Common Shares for the entirety of the Alterra Common Shares held by them. In addition, directors and senior officers of Alterra who beneficially own Alterra Common Shares have also entered into support and voting agreements pursuant to which they have agreed to vote all of their Alterra Common Shares in favour of the Transaction at the Special Meeting. Alterra's directors and senior officers, including Mr. Beaty and related entities, hold approximately 32% of Alterra Common Shares in the aggregate.

Further information regarding the Transaction will be contained in a management proxy circular that Alterra will prepare, file and mail to Alterra shareholders in advance of the Special Meeting. Copies of the Arrangement Agreement, support and voting agreements and management proxy circular will be available on SEDAR under Alterra's profile at www.sedar.com.

FINANCING
Innergex has structured the financing of the cash portion of the Transaction in order to maintain a strong and flexible balance sheet that provides for ample liquidity to fully fund Innergex's development portfolio pro forma for the Transaction. To that end, la Caisse has made a commitment to provide Innergex with a 5-year $150 million subordinated unsecured term loan at a competitive interest rate to be fixed at closing.

"Through this new loan and its existing stake in the company, la Caisse continues to support the development of major renewable energy projects managed by Innergex. The acquisition announced today accelerates Innergex's growth plan by opening doors to new markets," says Marc Cormier, Executive Vice-President, Fixed Income at la Caisse. "In addition to supporting a Québec company's international expansion, this transaction is in line with la Caisse's focus on increasing its investments in low carbon assets."

Innergex has also obtained commitments from two leading Canadian banks to backstop its existing credit facilities, to implement the Transaction and to upsize its revolving credit facility to an aggregate amount of up to $700 million, representing a $275 million increase from the principal amount of $425 million under its existing revolving credit facility.

SUMMARY OF ALTERRA'S PROJECTS

Alterra owns a 54% interest in a subsidiary which owns a 30% stake of the Blue Lagoon Geothermal Spa and Resort located in Iceland. Innergex intends to review the future ownership of this non-core asset.

ADVISORS
BMO Capital Markets is acting as financial advisor and McCarthy Tétrault LLP is acting as legal counsel to Innergex.

National Bank Financial Inc. and Marathon Capital are acting as financial advisors and Borden Ladner Gervais LLP is acting as legal counsel to Alterra. Raymond James is acting as a financial advisor and Blake, Cassels & Graydon LLP  are acting as legal counsel to the Special Committee.

CONFERENCE CALL
Innergex and Alterra will host a conference call and a webcast accompanied by slides on October 30, 2017 at 5 PM EDT. Analysts and institutional investors are invited to access the conference call by dialing 1-888-231-8191 or 647-427-7450 and to access the webcast at http://bit.ly/2y7GSFn or via Innergex's website at www.innergex.com. Journalists as well as the public may access this conference call via a listen mode only. A replay of the conference call will be available after the event via the website www.innergex.com or www.alterrapower.ca.

ABOUT INNERGEX RENEWABLE ENERGY INC.
The Corporation develops, owns and operates run-of-river hydroelectric facilities, wind farms and solar photovoltaic farms and carries out its operations in Quebec, Ontario and British Columbia, Canada, France and Idaho, U.S. Its portfolio of assets currently consists of: (i) interests in 52 operating facilities with an aggregate net installed capacity of 1,078 MW (gross 1,781 MW), including 31 hydroelectric facilities, 20 wind farms and one solar farm; (ii) interests in two projects under construction with a net installed capacity of 46 MW (gross 66 MW), for which power purchase agreements have been secured; and (iii) prospective projects with an aggregate net capacity totalling 3,560 MW (gross 3,940 MW). Innergex is rated BBB- by S&P.

The Corporation's strategy for building shareholder value is to develop or acquire high-quality facilities that generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital and to distribute a stable dividend.

Innergex trades on the Toronto Stock Exchange under the symbol INE.

ABOUT ALTERRA POWER CORP.
Alterra Power Corp. is a global renewable energy company that manages operations of eight power plants totalling 825 MW of hydro, wind, geothermal and solar generation capacity in Canada, the USA and Iceland. Alterra owns a 364 MW share of this capacity, generating over 1,500 GWh of clean power annually.

Alterra is also constructing the 200 MW Flat Top wind project in central Texas, which is expected to be in operation by mid-2018 (51% owned by Alterra). Upon the completion of Flat Top, Alterra will operate nine power plants totalling 1,025 MW of capacity and will own a 465 MW share of this capacity, generating almost 2,000 GWh of clean power annually. Alterra also has an extensive portfolio of development projects and a skilled team of developers, builders and operators to support its growth plans.

Alterra trades on the Toronto Stock Exchange under the symbol AXY.

NON-IFRS Measures Disclaimer
Readers are cautioned that Gross Adjusted EBITDA and Net Adjusted EBITDA are not measures recognized by IFRS and have no standardized meaning prescribed by them, and therefore may not be comparable to those presented by other issuers. Innergex and Alterra believe that this indicator is important, as it provides management and the reader with additional information about cash generation capabilities and facilitates the comparison of results over different periods. References in this press release to "Gross Adjusted EBITDA" are to Projected Revenues less operating expenses, general and administrative expenses and cost of power (if applicable). Readers are cautioned that Gross Adjusted EBITDA should not be construed as an alternative to revenues as determined in accordance with IFRS. "Net Adjusted EBITDA" corresponds to Gross Adjusted EBITDA multiplied by the ownership percentage.

References in this press release to "Projected Revenues" are to expected gross production of a project multiplied by the price of the associated power purchase agreement, the projected merchant price of electricity or secured financial power hedge contract.  Any pricing mechanisms within these contracts which stipulate price adjustment depending on merchant prices reflect management's current views and expectations, subject to change, of the merchant prices. HS Orka Projected Revenues are calculated from total generation produced by HS Orka assets multiplied by a mix of long- and short-term industrial and retail contracts, as well as revenue from hot and cold water sales and other revenues. Projected Revenues excludes revenue generated from purchased power subsequently re-sold.

Forward-Looking Information Disclaimer
This press release contains forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements relating to the anticipated completion of the Transaction and timing for such completion, sources and impact of funding of the Transaction, and strategic, operational and financial benefits and accretion expected to result from the Transaction, Innergex and/or Alterra's power production, prospective projects, successful development, construction and financing of the projects under construction and the advanced-stage prospective projects, estimates of recoverable geothermal energy resources, business strategy, future development and growth prospects, business integration, governance, business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. Forward-looking information can generally be identified by the use of words such as "may", "will", "should", "estimate", "expect", "anticipate", "plan", "budget", "scheduled", "forecasts", "intend", "believe", "projected", "potential", or other comparable terminology that states that certain events will or will not occur. It represents the estimates and expectations of Innergex and Alterra relating to their future results and developments as of the date of this press release.

Forward-Looking Information includes future-oriented financial information or financial outlook within the meaning of securities laws, such as expected production, projected revenues, Projected Gross Adjusted EBITDA and Projected Net Adjusted EBITDA, to inform readers of the potential financial impact of expected results, of the expected commissioning of projects under construction and prospective projects and of the potential financial impact of the Transaction. Such information may not be appropriate for other purposes.

Forward-looking statements are based on certain key expectations and assumptions made by Innergex and Alterra, including expectations and assumptions concerning availability of capital resources; economic and financial conditions; project performance and the timing of receipt of the requisite shareholder, court, regulatory and other third-party approvals. Although Innergex and Alterra believe that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Innergex and Alterra can give no assurance that they will prove to be correct.

Since forward-looking statements address future events and conditions, they are by their very nature subject to inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the renewable energy industry in general such as execution of strategy; ability to develop Innergex's and Alterra's projects on time and within budget; capital resources; derivative financial instruments; current economic and financial condition; hydrology and wind regime; geothermal resources and solar irradiation; construction, design and development of new facilities; performance of existing projects; equipment failure; interest rate and refinancing risk; currency exchange rates, variation in merchant price of electricity, financial leverage and restrictive covenants; and relationship with public utilities.

There are also risks inherent to the Transaction, including incorrect assessments of the value of the other entity; failure to satisfy the closing conditions; exercise of termination rights by Innergex or Alterra; failure to obtain the requisite shareholder, court, regulatory and other third-party approvals, including approval by the Competition Bureau, the Federal Energy Regulatory Commission (FERC), the Federal Trade Commission and similar authorities in other jurisdictions, as well as the TSX. Accordingly, there can be no assurance that the Transaction will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this news release. The Transaction could be modified, restructured or terminated. There can also be no assurance that the strategic, operational or financial benefits expected to result from the Transaction will be realized.

If the Transaction is not completed, and Innergex and Alterra continue as separate entities, there are risks that the announcement of the Transaction and the dedication of substantial resources of Alterra and Innergex to the completion of the Transaction could have an impact on their business and strategic relationships (including with future and prospective employees, customers, distributors, suppliers and partners), operating results and businesses generally, and could have a material adverse effect on the current and future operations, financial condition and prospects of Alterra and Innergex. Furthermore, the failure of Alterra to comply with the terms of the Arrangement Agreement may, in certain circumstances, result in Alterra being required to pay a fee to Innergex, the result of which could have a material adverse effect on Alterra's financial position and results of operations and its ability to fund growth prospects and current operations.

Innergex and Alterra  are relying on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare meeting materials for mailing, the timing of receipt of the shareholder, court, regulatory and other third-party approvals and the time necessary to satisfy the conditions to the closing of the Transaction. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory or court approvals in a timely manner or the need for additional time to satisfy the conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release concerning these times.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Innergex and Alterra (including Innergex following closing of the Transaction) are included in Innergex and Alterra' annual information forms filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com).

The forward-looking statements contained in this press release are made as of the date hereof and Innergex and Alterra undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The following table outlines the future oriented financial information contained in this press release, which Innergex and Alterra consider important to better inform readers of the financial impact of the Transaction, together with the principal assumptions used to derive this information and the principal risks and uncertainties that could cause actual results to differ materially from this information.

SOURCE Innergex Énergie Renouvelable Inc.