FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration No. 333-260501
October 26, 2021
October 26, 2021 Algonquin to Acquire Kentucky Power Company & AEP Kentucky Transmission Company,
Inc. An amended and restated preliminary short form prospectus containing important information relating to the securities and the acquisition described in this presentation has not yet been filed with the securities regulatory authorities in
each of the provinces of Canada. A copy of the amended and restated preliminary short form prospectus is required to be delivered to any investor that received this presentation and expressed an interest in acquiring the securities. There will
not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered.
Investors should read the amended and restated preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an
investment decision.The Company (as defined herein) has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for an offering to which this communication may relate. Before you invest, an
investor in the United States should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and any offering. You may get these documents for free
by visiting EDGAR on the SEC Web site at www.sec.gov.
2 2 Disclosure Forward-Looking StatementsCertain written statements included herein and/or oral
statements made in connection with the presentation contained herein constitute “forward-looking information” within the meaning of applicable securities laws in each of the provinces of Canada and the respective policies, regulations and rules
under such laws and “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). The words “will”, “expects”, “intends”, “should”, “would”,
“anticipates”, “projects”, “forecasts”, “plans”, “estimates”, “may”, “outlook”, “aims”, “pending” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Specific forward-looking statements contained in or made in connection with this presentation include, but are not limited to statements regarding: Algonquin Power & Utilities Corp.’s (“AQN”, “Algonquin” or the “Company”)
proposed acquisition of the Acquired Entities (as defined herein), including the expected timing for the completion of the Transaction, the purchase price of the Transaction (as defined herein), expectations regarding satisfaction of closing
conditions and receipt of regulatory approvals and the expected financing of the Transaction; the anticipated benefits of the Transaction, including the impact of the Transaction on the Company’s business, operations, financial condition, cash
flows and results of operations; the expected performance and growth of the Company, including expectations regarding 2021 Adjusted Net EPS (as defined herein); expectations regarding the Company’s generation capacity, customer base, regulated
rate-base, electric rate base, distribution and transmission infrastructure and business mix following completion of the Acquisition; expectations regarding the Company’s credit rating following the completion of the Transaction; the expected
size of the concurrent bought deal offering; expectations regarding the issuance of additional common equity by the Company; the Company’s sustainability and decarbonization targets, initiatives and goals; expectations regarding the impact of the
Transaction on the business of the Acquired Entities and their stakeholders, including opportunities for regulatory enhancements; the Company’s “greening the fleet” plans with respect to the Acquired Entities, including with respect to the
Mitchell coal plant; expectations regarding the Acquired Entities’ sourcing of coal-fired generation; expectations regarding the benefits, outcomes and impacts of transitioning to renewable energy; the closing of the Company’s acquisition of New
York American Water (as defined in the Company’s Annual Information Form dated March 4, 2021 for the year ended December 31, 2020) and the Company’s sustainability and environmental, social and governance goals. These statements are based on
factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future developments. Since forward-looking statements relate to
future events and conditions, by their nature they rely on assumptions and involve inherent risks and uncertainties. AQN cautions that although it is believed that the assumptions are reasonable in the circumstances, actual results may differ
materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include those set out in this presentation or contained in AQN’s preliminary short form prospectus dated the date hereof, AQN’s
Management Discussion and Analysis for the three and six months ended June 30, 2021 (the “Interim MD&A”), AQN’s Management Discussion and Analysis for the three and twelve months ended December 31, 2020 (the “Annual MD&A”), and AQN’s
Annual Information Form for the year ended December 31, 2020, each filed with securities regulatory authorities in Canada and the United States. Given these risks, undue reliance should not be placed on these forward-looking statements, which
apply only as of their dates. Other than as specifically required by law, AQN undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise.CurrencyIn this presentation, unless otherwise
specified or the context requires otherwise, all dollar amounts are expressed in U.S. dollars.Non-GAAP Financial MeasuresThe terms “Adjusted Net Earnings” and “Adjusted Net Earnings per share” (or “Adjusted Net EPS”) may be used in this
presentation and discussion. The terms “Adjusted Net Earnings” and “Adjusted Net EPS” are not recognized measures under U.S. GAAP. There is no standardized measure of “Adjusted Net Earnings” or “Adjusted Net EPS”; consequently, AQN’s method of
calculating these measures may differ from methods used by other companies and therefore they may not be comparable to similar measures presented by other companies. An explanation, calculation and analysis of “Adjusted Net Earnings” and
“Adjusted Net EPS”, including a reconciliation to the most directly comparable U.S. GAAP measure, where applicable, can be found in the Interim MD&A and the Annual MD&A.
Agenda and Presenters Arun BanskotaPresident and Chief Executive Officer Jeffery NormanChief
Development Officer Arthur KacprzakChief Financial Officer 4 Kentucky Power & Kentucky TransCo Overview 7 Combined Business Profile 6 Greening the Fleet Opportunity 1 Transaction Overview 2 Strategic
Rationale 3 Mergers & Acquisitions (“M&A”) Track Record 9 Key Milestones & Timeline 8 Financing Plan Presenters 3 Regulatory Overview 5
Transaction Overview 4 Transaction and Purchase Price Liberty Utilities Co., an indirect subsidiary of
Algonquin, agreed to acquire Kentucky Power Company (“Kentucky Power”) and AEP Kentucky Transmission Company, Inc. (“Kentucky TransCo” and collectively, the “Acquired Entities”) from American Electric Power Company Inc. (“AEP”), and American
Electric Power Transmission Company, LLC (the “Transaction”)Kentucky Power is a state and U.S. Federal Energy Regulatory Commission (“FERC”) regulated, vertically integrated electric utility that provides services to approximately [166,000]
customer connections1 in twenty Eastern Kentucky countiesKentucky TransCo is a FERC regulated electric transmission utility operating in the Kentucky portion of the Pennsylvania-New Jersey-Maryland regional transmission organization (“PJM”)2Total
purchase price of approximately $2.846 billion including the assumption of approximately $1.221 billion in debt3Expected mid-year 2022 rate base acquisition multiple of 1.3x based on $2.2 billion of mid-year 2022 rate base Financing
Plan Following closing of the underwritten public offering of common shares announced concurrently with the Acquisition, Algonquin does not expect to raise additional capital by way of the issuance of common equity through mid-2022, being the
expected timing for closing of the TransactionRemainder of the cash purchase price, after accounting for the proceeds of the concurrent common equity offering, expected to be funded through a combination of hybrid debt, equity units and/or
monetization of non-regulated assets or investmentsFinancing plan is designed to maintain Algonquin’s investment grade credit ratingsSecured approximately $2.725 billion acquisition financing commitment Transaction Timing &
Approvals Regulatory approvals include FERC, the Committee on Foreign Investment in the Unites States (“CFIUS”), the expiration or termination of the waiting period under the Hart-Scott-Rodino Act (“HSR”), and state approvals in Kentucky and
West Virginia (for the termination and replacement of the existing operating agreement for the Mitchell facility)Final regulatory approvals and Transaction close are expected by mid-2022 1 – Includes active and inactive customer connections.2 –
Regional Transmission organization that coordinates the movement of wholesale electric in the mid-Atlantic.3 – Subject to customary closing adjustments.
Strategic Rationale 5 Consistent with Algonquin’s strategy of completing accretive add-on regulated
acquisitions at attractive valuesIncreases pro forma regulated rate base to approximately $9 billion1 and overall pro forma business mix to nearly 80%1 regulated businessesIncreases pro forma electric rate base from 63% to 72% of total rate
base2Expected to increase service territory footprint and provide greater regulatory jurisdiction diversification Significant Growth in Regulated Electric Utility Operations 1 Significant opportunities to transition the existing rate based
fossil fuel generation with rate-regulated renewables sourcesReinforces Algonquin’s competitive position in the energy transition and leverages its experience in greening the fleetKentucky Power greening the fleet initiatives would align with
Algonquin’s target of achieving net-zero greenhouse gas emissions (scope 1 and 2) by 2050 Leverages Greening the Fleet Experience & Re-Confirms Leadership in the Energy Transition 2 Expected to be accretive to Adjusted Net EPS in first
full year and mid-single digit percentage accretion thereafterExpected to support growth in Algonquin’s Adjusted Net EPS over the long-termFinancing plan designed to maintain Algonquin’s investment grade credit rating Expected to be Accretive to
Earnings and Maintain Investment Grade Credit Profile3 3 1 – Includes New York American Water.2 – 2022E Mid-year rate base, including pending acquisition of New York American Water.3 – Please see “Non-GAAP Financial Measures” on page 2 of this
presentation.
5 utility acquisitions successfully integrated since 2017, New York American Water closing pending, and
acquisition of Kentucky Power and Kentucky TransCo expected to close in mid-2022Expertise in integrating utilities of scale (Empire District Electric Company (“Empire”), California Pacific Electric Company (“CalPeco”), Granite State Electric
Inc., and Energy North Natural Gas Inc.)Focus on providing safe, reliable and affordable service to customersAlgonquin's commitment to existing communities, customers and employees is a foundation of its track record of successful
integration 2020 2021 (Expected) 2017 2019 Empire District Electric CompanyPurchase Price: $2.4 billionClosing Period: ~11 monthsCustomer connections: ~218,000 New Brunswick GasPurchase Price: C$339 millionClosing
Period: ~10 months St. Lawrence GasPurchase Price: $70 millionClosing Period: ~26 monthsCustomer connections: ~16,000 Empresa de Servicios Sanitarios de Los Lagos S.A. ("ESSAL")Purchase Price: $162 million2Closing Period: ~1 monthCustomer
connections: ~230,000 AscendantPurchase Price: $365 millionClosing Period: ~17 monthsCustomer connections: ~35,000 NY American Water Company Inc.Purchase Price: $608 millionClosing Period: pendingCustomer connections: ~125,000 Kentucky Power
& Kentucky TransCoPurchase Price: $2.8 billion1Closing Period: pendingCustomer connections: [166,000]3 2022 (Expected) 6 Track Record of Successful M&A Execution 1 – Includes assumption of debt. Subject to customary closing
conditions.2 – Aggregate purchase price for 94% stake in ESSAL.3 – Includes active and inactive customer connections.
Kentucky Power & Kentucky TransCo: Fully Regulated Electric Utilities 7 Residential Industrial
and Other Commercial Energy Sales (2020) Rate Base (Mid-Year 2022E) Kentucky Public Service Commission FERC Company Head Office Ashland, Kentucky Regulated Asset Rate Base(Mid-Year 2022E) $2.2B2 Infrastructure Transmission
& Distribution: 11,152 mi.Owned Generation: 1,060 MW Regulatory Framework Jurisdictions Kentucky & FERC (PJM) S&P RRA Rating Average 1 Authorized Return3 Generation & Distribution: ROE4: ~9.3%5FERC Transmission: ROE4:
~10.4%6 Equity Thickness3 ~43% Engages in the generation, transmission, and distribution of electricity[~166k] customer connections1 in 20 eastern Kentucky counties ~93% of rate base regulated under the Kentucky Public Service
Commission (“KPSC”) and ~7% of rate base FERC-regulated transmission linesOpportunity to build a strong relationship with the KPSC and work towards future regulatory outcomes beneficial to all stakeholders 7 Service Area Transmission
Lines Generation 1 – Includes active and inactive customer connections.2 – Expected 2022 mid-year rate base comprised of Kentucky Power ($2.0bn) and Kentucky TransCo ($0.2bn).3 – Approved Rate Case in January 2021.4 – ROE defined as “Return
on Equity”.5 – Reflects authorized ROE made effective in January 2021; authorized ROE for riders with an approved equity return (Decommissioning Rider and Environmental Surcharge) is 9.1%.6 – Reflects base ROE of ~9.9% plus 0.5% RTO incentive
adder. Opportunities for improved regulatory outcomesTransmission and distribution investments to ensure system reliability and integrityAnticipated build out of renewable generation
KPSC Regulatory Environment 8 8 Rated Average/1 by S&P Global; top third of all states
rankedCommissioners appointed by Governor for 4 year terms; provides continuityMerger approval standard "consistent with public interest"; maximum four months to issue orderStrong regulatory regime with attractive featuresMechanisms in place to
some mitigate regulatory lag; including fuel costs, environmental compliance, switching to a prospective test year, etc.Surcharge Supportive Integrated Resource planning (“IRP”) process; recent review supports retiring coal in favor of
renewables Kentucky Power had an average earned ROE of 6.6% from 2016-2020 as compared to an authorized ROE of 9.3%1, and an average time of 33 months between electric utility rate cases filed in the last seven yearsAnticipated transfer of or
retirement (for rate-marking purposes) of Kentucky Power’s 50% ownership interest (representing 780 MW) in the Mitchell coal plant in 2028 allows opportunity for rate-regulated renewables to be added to Kentucky Power's rate baseOpportunity to
switch to prospective test year from current historical regimeKentucky Power’s current equity thickness is lower than peers’ 1 – Reflects authorized ROE made effective in January 2021; authorized ROE for riders with an approved equity return
(Decommissioning Rider and Environmental Surcharge) is 9.1%.
Earned ROEs for Kentucky Utilities1,2,5 9 9 Time Between Rate Case Applications4
(months) 33 24 24 24 1 – Average Earned ROE from 2016-2020.2 – Earned ROE calculated Net Income/Total Proprietary Capital from FERC Form 1.3 – Reflects authorized ROE made effective in January 2021; authorized ROE for riders with an approved
equity return (Decommissioning Rider and Environmental Surcharge) is 9.1%.4 – Average time between electric utility rate cases filed in the last 7 years.5 – These comparables (as defined by applicable Canadian securities laws) are intended to
allow a potential investor to evaluate the business of Kentucky Power as compared to the other entities identified. The other entities were selected because they are each regulated utilities operating in the State of Kentucky, like Kentucky
Power, and are affected by relatively similar trends, growth prospects and risks as those affecting Kentucky Power, and therefore Algonquin believes that they are an appropriate basis for comparison with Kentucky Power. This information was
obtained from public sources and has not been verified by Algonquin or any of the underwriters. The business, assets and financial results of the other entities may not be completely comparable to that of Kentucky Power in all respects and such
entities may face different risks and industry conditions than Kentucky Power. Additionally, the comparable information presented herein is presented for the periods indicated, and such information may change in the future. As a result, potential
investors should not rely solely on the comparables set forth in this presentation in deciding whether or not to purchase the securities described in this presentation. If the comparables presented herein contain a misrepresentation, a purchaser
of the securities described in this presentation will not have a remedy in respect of such misrepresentation under applicable Canadian securities laws. 9.3%3 Kentucky Power Duke Energy Louisville Gas & Electric KU Energy Source: FERC
Form 1 Opportunity for improved regulatory outcomes
10 Rockport UPA Termination 393 MW leased coal capacity under a Unit Power Agreement (“UPA”) that expires
in 2022Algonquin does not intend for the UPA to be renewed by Kentucky Power Mitchell Operating Agreement Operation of the Mitchell coal plant expected to be transferred to a subsidiary of AEP upon closing of Transaction Replacing Mitchell
Coal Capacity Opportunity to replace the capacity provided by the Mitchell coal plant with emissions-free renewable generation or lower emissions generation fuelsAlgonquin expects that Kentucky Power will not directly source any generation from
coal-fired facilities after 2028 Renewables Build-Out Expiring Rockport UPA and transfer of or retirement (for rate-making purposes) of Kentucky Power’s 50% ownership interest in the Mitchell coal plant in 2028 reinforcing need for new
generation sources Expected levelized cost of energy from renewables lower than market purchases and current fossil-fuel owned generation assets 1+ GW of potential regulated renewables investment opportunities Opportunity for Significant
Reduction to Non-Renewable Generation1,2 (MW) Renewable Generation 10 Greening the Fleet Opportunity at Kentucky Power 1 – Mitchell (Coal) 780 MW based on proportionate capacity.2 – 2023 reduction based on Rockport UPA termination; 2029
reduction based on Mitchell transfer or retirement. Greening the Fleet initiatives at Kentucky Power are aligned with Algonquin’s target of achieving net-zero for scope 1 and scope 2 emissions by 2050 Decrease of 1,173 MW
11 Transaction Details Acquired in January 2017Fully regulated electric, gas, and water utility based in
Missouri serving electric customers in the Midwest (Missouri, Kansas, Oklahoma and Arkansas) Energy Transition Highlights Owned primarily coal- and gas-fired power plants with limited renewables investments when acquiredRetired 200 MW Asbury
coal-fired power in 2020, ahead of scheduleAdded 600 MW of new build wind capacity in 2021Total investment of $1.1 billion Annual Emissions(Thousands of Mt CO2e) Transaction Details Jointly acquired with Emera from NV Energy in 2011;
subsequently acquired Emera’s equity interest in 2012Fully regulated electric utility serving customers in California Energy Transition Highlights Aligned with California Renewable Portfolio Standard with a goal of 100% renewables generation
and zero carbon footprintAdded Luning 1 in 2017 with 50 MWAdded Turquoise Solar in 2019 with 10 MWCurrently developing Luning II with 60 MW Solar and 240 MWh of storage Annual Emissions(Mt CO2e) CalPeco Emissions reduced by 38% Emissions
reduced by 33% 11 Empire District Electric Algonquin’s Greening the Fleet Track Record
Enhances Algonquin’s Scale and Regulated Business Mix 12 Algonquin (Pre-Transaction) Acquired
Entities Algonquin (Pro Forma)6 % Increase Total Generation Capacity 5.7 GW1 1.1 GW2 6.8 GW Rate Base (Rate Base 2022E Mid-Year) $6.8 B5 $2.2 B $9.0 B Transmission & Distribution Line Miles 29,8183 11,152 40,970 Total
Customer Connections 1.2 MM5 0.2 MM 1.3 MM Enterprise Value4 $17.9 B $2.8 B $20.8 B 12 Regulated Unregulated Business Mix Rate Base Gas Water Electric 1 - Includes owned generation and investments in
generating assets including pro-rata share of Atlantica generation; does not include minority investments (such as Plum Point and Iatan).2 – 780 MW coal, 280 MW natural gas, excluding 393 MW under a UPA which expires in December 2022.3 –
Transmission comprised of gas distribution lines, electricity distribution lines, and water distribution mains.4 – S&P Capital IQ data as of October 25, 2021.5 – Includes pending acquisition of New York American Water.6 – Pro Forma numbers
include New York American Water and Acquired Entities. 2022E Mid-Year (Pre-Transaction)5 2022E Mid-Year (Post-Transaction)6
13 Assumed debt (~$1.2B) ~$2.8B ~$1.6B ~$0.7B - $0.8B ~$0.8B - $0.9B Multiple Options Hybrid
debt and equity unitsMonetization of non-regulated assets or investments 13 Indicative Financing Plan ($B) 1 – Subject to customary closing adjustments. 1 Financing Plan Designed to Maintain Investment Grade Credit Ratings $2.725B
acquisition financing commitment to support the TransactionFollowing closing of the concurrent equity offering, Algonquin does not expect to raise capital by way of the issuance of common equity through mid-2022, being the expected timing for
closing of the TransactionVarious tools available to satisfy remainder of purchase price
Q4 2021 Q1 2022 Q2 2022 14 Announcement (Transaction and Underwritten
Public Offering) Secure Approvals from FERC, CFIUS, and State Commissions in Kentucky & West Virginia Commence Regulatory Filings with U.S. Federal + State Regulatory Agencies Department of Justice HSR Order Supplemental Financings for
Transaction Transaction Close 14 Illustrative Transaction Timeline
15 Closing Remarks Significant growth in regulated electric utility operationsLeverages greening the
fleet thesis and re-confirms leadership in the energy transition Expected to be accretive to Adjusted Net EPS and supportive of long-term growth outlook¹Financing plan designed to maintain investment grade credit ratings P P P P 15 1 -
Please see “Non-GAAP Financial Measures” on page 2 of this presentation.
