AltaGas Closes $403M Subscription Receipt Offering

AltaGas Ltd. completed the issuance of 13,915,000 subscription receipts at a price of $29.00 per subscription receipt for aggregate gross proceeds of approximately $403 million. Net proceeds of the offering will be used to partially fund the acquisition of Semco Holding Corporation (“SEMCO”).

On February 1, 2012, AltaGas entered into an agreement with Continental Energy Systems LLC to acquire SEMCO for US$1.135 billion. SEMCO is the sole shareholder of SEMCO Energy, Inc. a privately held regulated public utility company headquartered in Port Huron, Michigan. SEMCO indirectly holds a regulated natural gas distribution utility in Alaska through ENSTAR Natural Gas Company and an interest in a regulated natural gas storage utility in Alaska under construction called Cook Inlet Natural Gas Storage Alaska, LLC. SEMCO also indirectly holds a regulated natural gas distribution utility and an interest in an unregulated natural gas storage facility in Michigan.

Upon closing of the acquisition each subscription receipt will entitle the holder to receive one common share of AltaGas plus an amount equal to the dividends declared on the common shares for record dates, which occur during the period from closing of the offering until the date of issuance of common shares, pursuant to the subscription receipt agreement.

The syndicate of underwriters was co-led by BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and TD Securities Inc., and included CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Macquarie Capital Markets Canada Ltd., Beacon Securities Limited, FirstEnergy Capital Corp. and Peters & Co. Limited.

AltaGas was represented in-house by Dennis Dawson, Vice President, General Counsel and Corporate Secretary, Michael Halpen, Associate General Counsel, and Linda Garratt, Senior Corporate Counsel, and by Christopher Nixon, Keith Chatwin, Kyle Banbury and Kelly Galloway (securities); Bradley Grant (commercial) and David Weekes (tax) of Stikeman Elliott LLP.

The underwriters were represented by Ross Bentley, Chris Prokop, Colin Ritchie and Richard Maclean (securities) and Ted Thiessen (tax) of Blake, Cassels & Graydon LLP; and Andrew Foley, Alexis Fink and Philippe Savard of Paul, Weiss, Rifkind, Wharton & Garrison LLP.


Michael C. Halpen Richard Maclean Ross Bentley Linda J. Garratt Kelly Allison Galloway Colin Ritchie Kyle Banbury Chris D. Prokop Ted Thiessen Dennis A. Dawson David G. Weekes Christopher W. Nixon Andrew J. Foley Keith R. Chatwin


Stikeman Elliott LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Blake, Cassels & Graydon LLP