-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KFOyCMNgUq4oH0/LE5GKCLacdCnZoG30aP3H39b48+tX3MxkUq9lcjG/3TTTZQ0Y c02dbVZ8WOwQwuBeWA2VmA== 0001193125-10-286538.txt : 20101222 0001193125-10-286538.hdr.sgml : 20101222 20101222152125 ACCESSION NUMBER: 0001193125-10-286538 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20101222 FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALGONQUIN POWER & UTILITIES CORP. CENTRAL INDEX KEY: 0001174169 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53808 FILM NUMBER: 101268514 BUSINESS ADDRESS: STREET 1: 2845 BRISTOL CIRCLE CITY: OAKVILLE STATE: A6 ZIP: 00000 BUSINESS PHONE: 0000000000 MAIL ADDRESS: STREET 1: 2845 BRISTOL CIRCLE CITY: OAKVILLE STATE: A6 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ALGONQUIN POWER INCOME FUND DATE OF NAME CHANGE: 20020523 6-K 1 d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

Date: December 22, 2010

Commission File Number: 000-53808

 

 

Algonquin Power & Utilities Corp.

(Translation of registrant’s name into English)

 

 

2845 Bristol Circle

Oakville, Ontario, L6H 7H7, Canada

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ¨            Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):               

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):               

Indicate by check mark whether by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

 

 

 


EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

 

Exhibit

  

Description

99.1    Material Change Report, dated December 16, 2010.
99.2    Early Warning Report, dated December 16, 2010.
99.3    Press release, dated December 17, 2010.
99.4    Press release, dated December 21, 2010.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    ALGONQUIN POWER & UTILITIES CORP.
    (registrant)
Date: December 22, 2010     By:  

/s/ David Bronicheski

    Name:   David Bronicheski
    Title:   Chief Financial Officer
EX-99.1 2 dex991.htm MATERIAL CHANGE REPORT, DATED DECEMBER 16, 2010 Material Change Report, dated December 16, 2010

EXHIBIT 99.1

FORM 51-102F3

Material Change Report

 

Item 1 Name and Address of Company

Algonquin Power & Utilities Corp. (“Algonquin”)

2845 Bristol Circle

Oakville, Ontario

L6H 7H7

 

Item 2 Date of Material Change

December 9, 2010

 

Item 3 News Release

A press release was issued and disseminated through Canada Newswire on December 9, 2010. A copy of the news release is attached as Schedule A.

 

Item 4 Summary of Material Change

Algonquin announced that Liberty Energy Utilities Co., a subsidiary of Algonquin, has entered into agreements to acquire all issued and outstanding shares of Granite State Electric Company, a regulated electric utility, and EnergyNorth Natural Gas Inc., a regulated natural gas utility, from National Grid USA, for total consideration of US$285.0 million.

 

Item 5 Full Description of Material Change

On December 9, 2010, Algonquin announced that Liberty Energy Utilities Co. (“Liberty Energy”), Algonquin’s regulated utility subsidiary, has entered into agreements to acquire all issued and outstanding shares of Granite State Electric Company (“Granite State”) and EnergyNorth Natural Gas Inc. (“EnergyNorth”) from National Grid USA for total consideration of US$285.0 million.

Granite State is a regulated electric distribution company providing electric service to over 43,000 customers in 21 communities in New Hampshire. EnergyNorth is a regulated natural gas distribution utility providing natural gas services to over 83,000 customers in five counties and 30 communities in New Hampshire. Granite State and EnergyNorth are anticipated to have regulatory assets at closing of approximately US$72.0 million and US$178.8 million, respectively.

Liberty Energy intends to make offers of continuing employment to all current Granite State and EnergyNorth employees.

The closings of the transactions are subject to certain conditions including state and federal regulatory approval, and are expected to occur in the fall of 2011. Financing of the acquisitions is expected to occur simultaneously with the closings of the transactions. Liberty Energy is targeting a capital structure of 52.5% debt to total capitalization, consistent with investment grade regulated utilities.


In connection with these acquisitions, Emera Inc. (“Emera”) has agreed to a treasury subscription of subscription receipts convertible into 12.0 million APUC common shares upon closing of the transactions at a purchase price of $5.00 per share. The issuance of these subscription receipts is subject to regulatory approval, and is in addition to the previously announced subscription receipts issued pursuant to the strategic partnership under which Emera will be acquiring 8.5 million APUC common shares upon closing of the California Pacific Electric Company utility acquisition.

Macquarie Capital Markets Canada Ltd. acted as exclusive financial advisor to APUC on the transaction.

A copy of the news release is attached as Schedule A and has been filed on Algonquin’s SEDAR profile at www.sedar.com.

 

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

 

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

 

Item 8 Executive Officer

For further information please contact David Bronicheski, (905) 465-4500

 

Item 9 Date of Report

December 16, 2010

 

- 2 -


Schedule A

News Release

Algonquin Power & Utilities Corp. Announces Agreement to Acquire Granite State Electric Company

and EnergyNorth Natural Gas Inc.

Acquisition Continues Building Liberty Energy’s Regulated Utility Footprint

OAKVILLE, ON, Dec. 9 /CNW/ - Algonquin Power & Utilities Corp. (“APUC”) (TSX: AQN) today announced that Liberty Energy Utilities Co. (“Liberty Energy”), APUC’s regulated utility subsidiary, has entered into agreements to acquire all issued and outstanding shares of Granite State Electric Company (“Granite State”), a regulated electric utility, and EnergyNorth Natural Gas Inc. (“EnergyNorth”), a regulated natural gas utility from National Grid USA (“National Grid”) for total consideration of US$285.0 million.

Granite State is a regulated electric distribution company providing electric service to over 43,000 customers in 21 communities in New Hampshire. Granite State’s load and customer count have shown a consistent 1.6% compounded annual growth over the past 10 years. EnergyNorth is a regulated natural gas distribution utility providing natural gas services to over 83,000 customers in five counties and 30 communities in New Hampshire. EnergyNorth has a well diversified customer base with no individual customer accounting for more than 3% of gas volumes delivered. Granite State and EnergyNorth are anticipated to have regulatory assets at closing of approximately US$72.0 million and US$178.8 million, respectively; the agreed upon purchase price represents a multiple of aggregate expected regulatory assets of 1.136x.

Both Granite State and EnergyNorth have capable and experienced work forces. Liberty Energy intends to make offers of continuing employment to all current Granite State and EnergyNorth employees.

Closings of the transactions are subject to certain conditions including state and federal regulatory approval, and are expected to occur in the fall of 2011. Financing of the acquisitions is expected to occur simultaneously with the closing of the transactions. Liberty Energy is targeting a capital structure of 52.5% debt to total capitalization consistent with investment grade regulated utilities.

In connection with these acquisitions, Emera Inc. (“Emera”) has agreed to a treasury subscription of subscription receipts convertible into 12.0 million APUC common shares upon closing of the transactions at a purchase price of $5.00 per share representing a premium to the closing price on December 8, 2010. The issuance of these subscription receipts is subject to regulatory approval, and is in addition to the previously announced subscription receipts issued pursuant to the strategic partnership under which Emera will be acquiring 8.5 million APUC common shares upon closing of the California Pacific Electric Company (“CalPeco”) utility acquisition.

“The acquisition of these attractive businesses represent the continuation of APUC’s regulated utility growth strategy, and will provide long-term, predictable and accretive earnings to APUC”, commented Chief Executive Officer Ian Robertson. “The expansion of our regulated utility footprint into the attractive New Hampshire regulatory environment and a geographic region where we already have a substantial presence through our renewable energy business is consistent with our plan to maximize synergies between our power and utilities businesses”.

Macquarie Capital Markets Canada Ltd. acted as exclusive financial advisor to APUC on the transaction.

A summary fact sheet on the Granite State and EnergyNorth businesses being acquired can be found on Algonquin Power & Utilities Corp.’s web site at www.algonquinpowerandutilities.com.

APUC will hold a conference call on this matter at 10:00 a.m. eastern time on Friday, December 10, 2010, hosted by Chief Executive Officer Ian Robertson and Chief Financial Officer David Bronicheski.


Conference call details are as follows:

Date: Friday, December 10, 2010

Start Time: 10:00 a.m. eastern

Phone Number: Toll free within North America 877-974-0446 or local 416-644-3415

Conference ID#: 4393210

For those unable to attend the live call, a digital recording will be available for replay two hours after the call by dialing 1-877-289- 8525 or 416-640-1917 access code 4393210# from December 10, 2010 until December 17, 2010.

About Algonquin Power & Utilities Corp.

Through its distinct operating subsidiaries, APUC owns and operates a diversified portfolio of approximately $1 billion of clean renewable electric generation and sustainable utility distribution businesses in North America. Algonquin Power Co., APUC’s electric generation subsidiary, includes 45 renewable energy facilities and 14 thermal energy facilities representing more than 480 MW of installed capacity. Liberty Water Co., APUC’s water utility subsidiary, provides regulated utility services to more than 70,000 customers with a portfolio of 19 water distribution and wastewater treatment utility systems. Pursuant to previously announced agreements, APUC, through its electric utility Liberty Energy, is committed to acquiring CalPeco, the California based regulated utility assets of NV Energy, Granite State Electric Company, a New Hampshire electric distribution company, and EnergyNorth Natural Gas Inc., a regulated natural gas distribution utility, which in total serve over 173,000 customers. APUC and its operating subsidiaries deliver continuing growth through an expanding pipeline of greenfield and expansion renewable power and clean energy projects, organic growth within its regulated utilities and the pursuit of accretive acquisition opportunities. APUC’s common shares and convertible debentures are traded on the Toronto Stock Exchange under the symbols AQN, AQN.DB, AQN.DB.A and AQN.DB.B. Visit Algonquin Power & Utilities Corp. on the web at www.AlgonquinPowerandUtilities.com.

Caution Regarding Forward-Looking Information

Certain statements included in this news release contain information that is forward-looking within the meaning of certain securities laws, including information and statements regarding prospective results of operations, financial position or cash flows. 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 very nature they require making assumptions and involve inherent risks and uncertainties. APUC cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Material risk factors include those set out in the management’s discussion and analysis section of APUC’s 2009 annual report and 2010 third quarter report, and APUC’s Annual Information Form dated March 31, 2010. 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, APUC undertakes no obligation to update any forward-looking statements or information to reflect new information, subsequent or otherwise.

For further information:

Kelly Castledine

Algonquin Power

905-465-4500

 

- 4 -

EX-99.2 3 dex992.htm EARLY WARNING REPORT, DATED DECEMBER 16, 2010 Early Warning Report, dated December 16, 2010

EXHIBIT 99.2

EARLY WARNING REPORT

FILED UNDER NATIONAL INSTRUMENT 62-103

1. Name and address of the Offeror

Emera Incorporated

1894 Barrington Street

Barrington Tower

Halifax, Nova Scotia

B3J 2A8

Emera Incorporated is hereinafter referred to as the “Offeror”.

2. The designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

On December 9, 2010 the Offeror agreed to acquire, on a private placement basis, beneficial ownership and control of 12,000,000 subscription receipts (“2010 Subscription Receipts”) of Algonquin Power & Utilities Corp. (formerly Algonquin Power Income Fund, the “Issuer”) at a purchase price of U.S. $5.00 per Subscription Receipt. The private placement will be completed upon execution and delivery of a subscription agreement (the “2010 Subscription Agreement”) and on satisfaction of customary regulatory and other conditions.

The net proceeds of the 2010 Subscription Receipts, when released to the Issuer, will be used to partially finance a portion of the acquisition, by an affiliate of the Issuer, of certain electrical and natural gas distribution assets located in New Hampshire presently owned by National Grid USA (the “New Hampshire Acquisition”).

Payment for the 2010 Subscription Receipts will be satisfied by delivery by the Offeror of a non-interest bearing promissory note in the principal amount of U.S.$60,000,000. Upon receipt by the Subscriber of written confirmation in a form acceptable to the Subscriber, acting reasonably, from each of the parties to the New Hampshire Acquisition that all conditions precedent to closing of the New Hampshire Acquisition have been satisfied (other than payment of the purchase price), the promissory note will become due and payable and the rights evidenced by the 2010 Subscription Receipts will be deemed to have been satisfied by the delivery by the Issuer of common shares on a one-for-one basis, subject to customary anti-dilution adjustments. In the event of termination of the 2010 Subscription Agreement, the promissory note will be returned to the Offeror for cancellation, the parties will have no further obligations under the 2010 Subscription Receipts and the Offeror will return the 2010 Subscription Receipts for cancellation.

 

1


On April 22, 2009 the Offeror entered into a subscription agreement (“2009 Subscription Agreement”) with the Issuer under which the Offeror acquired, on a private placement basis, beneficial ownership and control of 8,520,000 subscription receipts (the “2009 Subscription Receipts”) of the Issuer. Each 2009 Subscription Receipt represents the right to receive one common share of the Issuer upon the conclusion of the acquisition of the electricity distribution and related assets of Sierra Pacific Power Company by California Pacific Electric Company, a company jointly owned by the Issuer and the Offeror (the “CalPECo Acquisition”). The CalPECo Acquisition has not yet closed. The Offeror was also entitled under the 2009 Subscription Agreement to purchase beneficial ownership and control of additional equity interests in the Issuer, to a maximum of 15% of the issued and outstanding common shares of the Issuer (assuming issuance of all common shares which the Offeror is entitled to acquire). The acquisition of the 2010 Subscription Receipts reflects the exercise by the Offeror of its rights to acquire the up to 15% ownership position.

In the event that all of the 12,000,000 common shares issuable pursuant to the 2010 Subscription Receipts are issued, the common shares so issued, together with the 8,520,000 common shares issuable pursuant to the 2009 Subscription Receipts, would represent approximately 14.6% of the Issuer’s issued and outstanding common shares (calculated on a fully diluted basis, including the issuance of common shares pursuant to the 2009 Subscription Receipts and 2010 Subscription Receipts).

3. The designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.

Following completion of the subscription for 2010 Subscription Receipts described in item 2 above, the Offeror will beneficially own and control subscription rights entitling the Offeror to receive an aggregate of 20,520,000 common shares of the Issuer, representing approximately 14.6% of the Issuer’s issued and outstanding common shares (calculated on a fully diluted basis, including issuance of common shares pursuant to the 2009 Subscription Receipts and the 2010 Subscription Receipts).

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

i) The Offeror, either alone or together with joint actors, has ownership and control,

Following completion of the subscription for 2010 Subscription Receipts described in item 2 above, the Offeror will beneficially own and control subscription rights entitling the Offeror to receive an aggregate of 20,520,000 common shares of the Issuer, representing approximately 14.6% of the Issuer’s issued and outstanding common shares (calculated on a fully diluted basis, including the issuance of common shares pursuant to the 2009 Subscription Receipts and the 2010 Subscription Receipts).

 

2


ii) the Offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor,

Not applicable.

(iii) the Offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

The 2010 Subscription Receipts will be issued on a private placement basis.

6. The value, in Canadian dollars, of any consideration offered per security if the Offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.

The 2010 Subscription Receipts will be issued at a purchase price of U.S. $5.00 per Subscription Receipt, which, based on the Bank of Canada noon exchange rate expressed in Canadian dollars per US$1.00 on December 8, 2010, is equal to approximately CAD$5.05 per share. Each 2010 Subscription Receipt represents the right to receive, without the payment of further consideration, one common share of the Issuer upon completion of the New Hampshire Acquisition.

7. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

This transaction is accretive and will further the strategic partnership contemplated by Offeror when it entered into the 2009 Subscription Agreement with the Issuer. The 2009 Subscription Receipts have been, and the 2010 Subscription Receipts will be acquired for investment purposes only, and the Offeror has no current intention of acquiring control of the Issuer. Depending upon relevant economic, market or business conditions prevailing from time to time, the Offeror may determine to acquire or to dispose of common shares of the Issuer in TSX traded or privately negotiated transactions or otherwise. The 2009 Subscription Agreement provides for a standstill period expiring three years after certain trigger events, including completion of the CalPECo Acquisition, pursuant to which the Offeror has agreed not to acquire any additional securities of the Issuer except in accordance with the 2009 Agreement.

8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the Offeror, or any joint actor, and the issuer of the securities of the reporting

 

3


issuer, entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

As described in item 2 above, the 2009 Subscription Agreement gave the Offeror the right to acquire additional securities of the Issuer. The acquisition of the 2010 Subcription Rights reflects the execution of its rights to acquire the up to 15% ownership position. The 2009 Subscription Agreement also includes anti-dilution rights whereby if the Issuer issues additional common shares, then the Offeror has the right to subscribe for additional common shares (or securities convertible into or exchangeable for common shares) on the same terms as those that applied to the acquisition of the 2009 Subscription Receipts, so that the Offeror maintains its ownership percentage. Further, if outstanding securities convertible into or exchangeable for common shares are converted or exchanged by the holders into or for common shares, the Offeror has the right to purchase in the public markets sufficient additional common shares as would maintain its ownership percentage. The 2009 Subscription Agreement provides for a standstill agreement expiring three years after certain trigger events, including completion of the CalPECo Acquisition, pursuant to which the Offeror has agreed not to acquire any additional securities of the Issuer except in accordance with the 2009 Subscription Agreement.

9. The names of any joint actors in connection with the disclosure required by this form.

Not applicable.

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the Offeror.

See item 6 above.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities.

Not applicable.

 

4


12. If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance.

Not applicable.

DATED December 16, 2010

 

EMERA INCORPORATED
By:  

LOGO

  Nancy Tower
  Chief Financial Officer

 

5

EX-99.3 4 dex993.htm PRESS RELEASE, DATED DECEMBER 17, 2010 Press release, dated December 17, 2010

EXHIBIT 99.3

ALGONQUIN POWER & UTILITIES CORP. DECLARES FOURTH QUARTER 2010 DIVIDEND

OAKVILLE, ON, Dec. 17 /CNW/ - Algonquin Power & Utilities Corp. (“APUC”) (TSX:AQN) of Oakville, Ontario announced today that its Directors have declared a dividend on its shares. The dividend is $0.06 per share payable on January 17, 2011 to the shareholders of record on December 31, 2010 for the period from October 1, 2010 to December 31, 2010. For Canadian resident shareholders, dividends declared are considered as "eligible dividends" for purposes of the dividend tax credit rules contained in the Income Tax Act (Canada).

About Algonquin Power & Utilities Corp.

Through its distinct operating subsidiaries, APUC owns and operates a diversified portfolio of approximately $1 billion of clean renewable electric generation and sustainable utility distribution businesses in North America. Liberty Water Co., APUC’s water utility subsidiary, provides regulated utility services to more than 70,000 customers with a portfolio of 19 water distribution and wastewater treatment utility systems. Pursuant to previously announced agreements, APUC, through its electric utility Liberty Energy Utilities Co., is committed to acquiring the California based regulated utility assets of NV Energy, as well as Granite State Electric Company, a New Hampshire electric distribution company, and Energy North Natural Gas Inc., a regulated natural gas distribution utility, which utilities in total serve over 173,000 customers. Algonquin Power Co., APUC’s electric generation subsidiary, includes 45 renewable energy facilities and 14 thermal energy facilities representing more than 480 MW of installed capacity. APUC and its operating subsidiaries deliver continuing growth through an expanding pipeline of greenfield and expansion renewable power and clean energy projects, organic growth within its regulated utilities and the pursuit of accretive acquisition opportunities. APUC’s common shares and convertible debentures are traded on the Toronto Stock Exchange under the symbols AQN, AQN.DB, AQN.DB.A and AQN.DB.B. Visit Algonquin Power & Utilities Corp. on the web at www.AlgonquinPowerandUtilities.com.

Caution Regarding Forward-Looking Information

Certain statements included in this news release may contain information that is forward-looking within the meaning of certain securities laws, including information and statements regarding prospective results of operations, financial position or cash flows. 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 very nature they require making assumptions and involve inherent risks and uncertainties. APUC cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Material risk factors include those set out in the management’s discussion and analysis section of APUC’s 2009 annual report, most recent 2010 quarterly report, and APUC’s Annual Information Form dated March 31, 2010. 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, APUC undertakes no obligation to update any forward-looking statements or information to reflect new information, subsequent or otherwise.

%SEDAR: 00014832E

For further information:

Kelly Castledine

Telephone: (905) 465-4500

Algonquin Power & Utilities Corp.

2845 Bristol Circle

Oakville, Ontario L6H 7H7

CO: Algonquin Power & Utilities Corp.

CNW 17:00e 17-DEC-10

EX-99.4 5 dex994.htm PRESS RELEASE, DATED DECEMBER 21, 2010 Press release, dated December 21, 2010

EXHIBIT 99.4

ALGONQUIN POWER & UTILITIES CORP. ANNOUNCES THE ACCEPTANCE OF TWO WIND PROJECTS BY HYDRO-QUÉBEC DISTRIBUTION

TORONTO, Dec. 21 /CNW/—Algonquin Power & Utilities Corp. (“APUC”) (TSX: AQN) announced today that Hydro-Québec Distribution has accepted proposals for the purchase of energy from the 24MW Saint-Damase and 24MW Val-Éo wind power generating projects. The projects were submitted with support from APUC in response to the community based call for offers announced in the spring of 2009.

Saint-Damase Wind Project is located in the local municipality of Saint-Damase which is within the regional municipality of la Matapédia. The project proponents include the Municipality of Saint-Damase and APUC. The project is currently envisioned to consist of twelve 2MW ENERCON Canada Inc. (“ENERCON”) E-82 wind turbine generators, producing approximately 86,000 MWh annually. Construction of the project is estimated to begin in early 2013 with a commercial operations date in late 2013.

Val-Éo Wind Project is located in the local municipality of Saint-Gédéon de Grandmont, which is within the regional municipality of Lac-Saint-Jean-Est. The project proponents include the Val-Éo wind cooperative formed by community based landowners and APUC. The project is expected to be comprised of eight 3MW ENERCON E-101 wind turbine generators, producing approximately 66,000 MWh annually. Construction of the project is expected to begin in early 2015 with commercial operations occurring in late 2015.

The quantum of the interests of APUC in the Saint-Damase and Val- Éo projects is subject to final negotiations with the partners in the projects but, in any event, will not be less than 50% and 25%, respectively. Final funding of the projects will be arranged and announced when all required permitting has been met, and all other pre-construction conditions have been satisfied.

Preliminary permitting will begin for both projects in early 2011, with all major authorizations targeted for completion by the end of 2012.

“We would like to thank the community of Saint-Damase and Val-Éo for their significant contribution in preparing the Hydro-Québec Distribution bid submissions”, commented Ian Robertson, Chief Executive Officer of APUC. “While APUC has been an active participant in the Quebec market for many years with twelve hydroelectric facilities, we look forward to working directly with our local partners on the development of these significant infrastructure projects that will provide community benefits to both regions for many years”.

About Algonquin Power & Utilities Corp.

Through its distinct operating subsidiaries, APUC owns and operates a diversified portfolio of approximately $1 billion of clean renewable electric generation and sustainable utility distribution businesses in North America. Liberty Water Co., APUC’s water utility subsidiary, provides regulated utility services to more than 70,000 customers with a portfolio of 19 water distribution and wastewater treatment utility systems. Pursuant to previously announced agreements, APUC, through its electric utility Liberty Energy Utilities Co., is committed to acquiring the California based regulated utility assets of NV Energy, as well as Granite State Electric Company, a New Hampshire electric distribution company, and EnergyNorth Natural Gas Inc., a regulated natural gas distribution utility, which utilities in total serve over 173,000 customers. Algonquin Power Co., APUC’s electric generation subsidiary, includes 45 renewable energy facilities and 14 thermal energy facilities representing more than 480 MW of installed capacity. APUC and its operating subsidiaries deliver continuing growth through an expanding pipeline of greenfield and expansion renewable power and clean energy projects, organic growth within its regulated utilities and the pursuit of accretive acquisition opportunities. APUC’s common shares and convertible debentures are traded on the Toronto Stock Exchange under the symbols AQN, AQN.DB, AQN.DB.A and AQN.DB.B. Visit Algonquin Power & Utilities Corp. on the web at www.AlgonquinPowerandUtilities.com.

Caution Regarding Forward-Looking Information

Certain statements included in this news release contain information that is forward-looking within the meaning of certain securities laws, including information and statements regarding prospective results of operations, financial position or cash flows. 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 very nature they require making assumptions and involve inherent risks and uncertainties. APUC cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Material risk factors include those set out in the management’s discussion and analysis section of APUC’s 2009 annual report and 2010 third quarter report, and APUC’s Annual Information Form dated March 31, 2010. 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, APUC undertakes no obligation to update any forward-looking statements or information to reflect new information, subsequent or otherwise.

%SEDAR: 00014832E

 

For further information:

Kelly Castledine

Algonquin Power & Utilities Corp.

2845 Bristol Circle, Oakville, Ontario, L6H 7H7

Telephone: (905) 465-4500

Website: www.AlgonquinPowerandUtilities.com

CO: Algonquin Power & Utilities Corp.

CNW 07:00e 21-DEC-10

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