EX-4.10 11 a2235909zex-4_10.htm EX-4.10

Exhibit 4.10

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

1.                                      Name and Address of Company:

 

AltaGas Ltd. (“AltaGas”)
1700, 355 — 4th Avenue S.W.
Calgary, AB
T2P 0J1

 

2.                                      Date of Material Change:

 

June 13, 2018.

 

3.                                      News Release:

 

A news release disclosing the nature and substance of the material change was issued by AltaGas on June 13, 2018 through the news wire services of Cision.

 

4.                                      Summary of Material Change:

 

On June 13, 2018 AltaGas announced that it entered into a definitive agreement to indirectly sell 35 percent of its interest in the Northwest British Columbia Hydro Electric Facilities (the “Northwest Hydro Facilities”) for approximately $922 million subject to customary closing adjustments (the “Transaction”).

 

5.                                      Full Description of Material Change:

 

AltaGas together with its wholly-owned subsidiaries, Northwest Hydro Limited Partnership (“Coast LP”) and Northwest Hydro GP Inc. (“Coast GP” and together with Coast LP, the “Coast Entities”) entered into a contribution and purchase agreement (the “CPA”) in respect of the Transaction with Northwestern Hydro Acquisition Co Inc. (“New Coast Entity”), an entity indirectly owned by Axium Infrastructure Inc., as manager of Axium Infrastructure Canada II Limited Partnership, and Manulife Financial Corporation. The Transaction will be completed by way of cash contribution for limited partner units in the capital of Coast LP (the proceeds of which will subsequently be directed to AltaGas as described in the CPA) and the sale of common shares in the capital of Coast GP by AltaGas. The Coast Entities collectively own a majority of the limited partner units of Coast Mountain Hydro Limited Partnership and all of the securities of its general partners which collectively hold the Northwest Hydro Facilities.

 

AltaGas will remain the majority owner of the Coast Entities and continue to provide all operational and maintenance functions in respect of the Northwest Hydro Facilities. The rights among the partners of Coast LP and the shareholders of Coast GP will be governed by a limited partnership agreement and a unanimous shareholder agreement, respectively, to be entered into in connection with the closing of the Transaction.  The Transaction is subject to customary closing adjustments and closing conditions, and is expected to close prior to the end of June 2018.

 


 

6.                                      Reliance on Subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

7.                                      Omitted Information:

 

Not applicable.

 

8.                                      Executive Officer:

 

Inquiries in respect of the material change referred to herein may be made to:

 

Brad Grant
Vice President and General Counsel
AltaGas Ltd.
Tel:                           (403) 691-7575

 

9.                                      Date of Report:

 

June 13, 2018.

 

Cautionary Statement Regarding Forward-Looking Information

 

This document contains forward-looking information (forward-looking statements). Words such as “may”, “can”, “would”, “could”, “should”, “will”, “expect”, “opportunity” and similar expressions suggesting future events or future performance, as they relate AltaGas or any affiliate of AltaGas, are intended to identify forward-looking statements. Specifically, such forward-looking statements included in this document include, but are not limited to, statements with respect to the expected closing and timing of the closing of the Transaction. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events and achievements to differ materially from those expressed or implied by such statements. Such statements reflect AltaGas’ current expectations, estimates and projections based on certain material factors and assumptions at the time the statement was made.  AltaGas’ forward-looking statements are subject to certain risks and uncertainties which could cause results or events to differ from current expectations. Many factors could cause AltaGas’ performance or achievements to vary from those described in this document. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this document, and such forward-looking statements included in this document, should not be unduly relied upon. The impact of any one assumption, risk, uncertainty or other factor on a particular forward-looking statement cannot be determined with certainty because they are interdependent and AltaGas’ future decisions and actions will depend on management’s assessment of all information at the relevant time. Such statements speak only as of the date of this document. AltaGas does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law. The forward-looking statements contained in this document are expressly qualified by these cautionary statements.