TransCanada Corporation will issue 12 million cumulative redeemable first preferred shares, series 3 at a price of $25.00 per share, for aggregate gross proceeds of $300 million on a bought deal basis to a syndicate of underwriters in Canada led by Scotia Capital Inc., and RBC Capital Markets.
The holders of Series 3 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.00 per share, payable quarterly, as and when declared by the board of directors of TransCanada, yielding 4.00 per cent per annum, for the initial five-year period ending June 30, 2015 with the first dividend payment date scheduled for June 30, 2010. The dividend rate will reset on June 30, 2015 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus 1.28 per cent. The Series 3 Preferred Shares are redeemable by TransCanada, at its option, on June 30, 2015 and on June 30 of every fifth year thereafter.
The holders of Series 3 Preferred Shares will have the right to convert their shares into cumulative redeemable first preferred shares, series 4, subject to certain conditions, on June 30, 2015 and on June 30 of every fifth year thereafter. The holders of Series 4 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the board of directors of TransCanada, at a rate equal to the sum of the then 90-day Government of Canada treasury bill rate plus 1.28 per cent.
TransCanada has granted to the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the offering, to purchase up to an additional two million Series 3 Preferred Shares at a price of $25.00 per share.
The anticipated closing date is March 11, 2010. The net proceeds of the offering will be used to partially fund capital projects, for other general corporate purposes and to reduce short term indebtedness of TransCanada and its affiliates, which short term indebtedness was used to fund TransCanada's capital program and for general corporate purposes.
The Series 3 Preferred Shares will be offered to the public in Canada pursuant to a prospectus supplement that will be filed with securities regulatory authorities in Canada under TransCanada's short form base shelf prospectus dated September 21, 2009. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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