NEW YORK, March 15, 2019 /CNW Telbec/ - Cove Key Bluescape Holdings LP (the "Acquiror") announced that today it acquired 50,000 common shares ("Common Shares") of TransAlta Corporation (the "Company") on the Toronto Stock Exchange for aggregate cash consideration (excluding commissions) of C$420,000, representing a price of C$8.40 per Common Share (the "Acquisition").
Prior to giving effect to the Acquisition, the Acquiror owned 8,152,433 Common Shares, representing approximately 2.86% of the issued and outstanding Common Shares as of the date hereof, calculated on an undiluted basis. Following the Acquisition, the Acquiror owns 8,202,433 Common Shares, representing approximately 2.88% of the issued and outstanding Common Shares as of the date hereof, calculated on an undiluted basis, an increase of approximately 0.02%.
On March 6, 2019, Mangrove Partners, Bluescape Energy Partners LLC ("Bluescape Energy Partners"), and the Acquiror entered into a cooperation agreement (the "Cooperation Agreement") whereby, among other things, they agreed to coordinate and cooperate in certain activities related to their ownership of the Common Shares of the Company any other voting or equity securities of the Company, any securities convertible into voting or equity securities of the Company, and related derivative contracts. As a result of the Acquisition, as of the date hereof, the Mangrove Cooperating Parties (as defined below), the Cove Key Cooperating Parties (as defined below) and the Bluescape Cooperating Parties (as defined below) (collectively, the "Cooperating Parties") collectively own and control 28,534,296 Common Shares, representing approximately 10.02% of the issued and outstanding Common Shares, calculated on an undiluted basis.
The Acquiror may be considered a joint actor of the Mangrove Cooperating Parties, the Cove Key Cooperating Parties and the Bluescape Cooperating Parties. The "Mangrove Cooperating Parties" are the following individuals and entities, each of which may be considered to be a joint actor with the Acquiror: (i) The Mangrove Partners Master Fund, Ltd; (ii) Mangrove Partners; and (iii) Nathaniel August. The "Cove Key Cooperating Parties" are the following individuals and entities, each of which may be considered to be a joint actor with the Acquiror: (i) Cove Key Fund GP LP; (iii) Cove Key GP LLC; (iv) Cove Key Management LP; (v) Cove Key GP Management LLC; and (v) Jeff Coviello. The "Bluescape Cooperating Parties" are the following individuals and entities, each of which may be considered to be a joint actor with the Acquiror: (i) Bluescape Energy Partners, (ii) Bluescape Cove Key GP LLC; (iii) Bluescape Energy Partners III GP LLC; (iv) Bluescape Resources GP Holdings LLC; (v) Bluescape Resources Company LLC; and (vi) Charles John Wilder, Jr.
Mangrove Partners, Bluescape Energy Partners and the Acquiror entered into the Cooperation Agreement and the Cooperating Parties purchased the Common Shares over which they have ownership and control as of the date hereof based on their belief that such Common Shares were undervalued and that the Company can create significantly more value for shareholders through improved execution and focus. Certain Cooperating Parties have spoken to, and intend to continue to speak with, representatives of the Company's board of directors and management to discuss enhancing shareholder value and seeking board representation. The Cooperating Parties believe that there exist numerous opportunities to increase shareholder value, including through operational and cost excellence, asset optimization, capital allocation and broader strategic initiatives. The Cooperating Parties believe that Charles John Wilder, Jr. and his team have directly relevant experience in effecting such improvements at non-regulated electricity generation and energy marketing companies as well as a long track record of creating value for all shareholders. The Cooperating Parties look forward to holding discussions with the Company's board of directors to address these opportunities as well as to implement appropriate board-level oversight. Depending upon other factors, including overall market conditions, other investment opportunities available to the Cooperating Parties, and the availability of securities of the Company at prices that would make the purchase or sale of such shares desirable, the Cooperating Parties may endeavor (i) to increase or decrease their respective positions in the Company through, among other things, the purchase or sale of securities of the Company on the open market or in private transactions or otherwise on such terms and at such times as the Cooperating Parties may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Shares without affecting their beneficial ownership of Common Shares. The Cooperating Parties are also evaluating the nomination of one or more individuals for election as directors of the Company at the 2019 annual and special meeting of shareholders of the Company.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (k) of Item 5 of the Early Warning Report filed by the Acquiror on the date hereof except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Cooperating Parties may take positions regarding or make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Company's: operations, management, certificate of incorporation and bylaws, composition of the board of directors of the Company or its committees, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, including the sales thereof, strategy and/or plans of the Company as a means of enhancing shareholder value. The Cooperating Parties may change their intention with respect to any and all matters referred to in Item 5 of the Early Warning Report filed by the Acquiror on the date hereof. The Cooperating Parties intend to review their investment in the Company on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the board of directors of the Company, other shareholders or third parties, including, potential acquirors, service providers and financing sources, and/or may formulate plans or proposals regarding the Company, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) - (k) of Item 5 of the Early Warning Report filed by the Acquiror on the date hereof.
The Acquiror is a Delaware limited partnership whose principal business address is 200 Crescent Court, Suite 1900, Dallas, Texas (United States of America) 75201. The principal business of the Acquiror is investments.
The head office of the Company is located at 110 - 12th Avenue S.W., Calgary, Alberta, T2R 0G7.
For further information and to obtain a copy of the early warning report filed by the Acquiror under applicable Canadian securities laws in connection with the Acquisition, please see the Company's profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com or please contact:
SOURCE Cove Key Bluescape Holdings LP
For further information: Nathaniel August, President and Portfolio Manager, Mangrove Partners, [email protected], (212) 897-9535