NEW YORK, April 19, 2019 /CNW/ - Cove Key Bluescape Holdings LP ("Cove Key") announced today that on April 19, 2019, in accordance with Section 7 of the Cooperation Agreement, Mangrove Partners, Bluescape Energy Partners LLC ("Bluescape Energy Partners") and Cove Key, on their own behalf and on behalf of the Mangrove Cooperating Parties, the Bluescape Cooperating Parties and the Cove Key Cooperating Parties, mutually agreed to terminate the Cooperation Agreement (the "Cooperation Agreement") entered into on March 6, 2019 among Mangrove Partners, Bluescape Energy Partners and Cove Key (the "Termination Agreement") and to cease to act jointly or in concert. Effective as of the execution of the Termination Agreement, Cove Key, the Mangrove Cooperating Parties, the Bluescape Cooperating Parties and the Cove Key Cooperating Parties shall no longer be deemed to be acting jointly or in concert for purposes of Canadian securities laws. No securities were acquired in connection with the amendment to the Early Warning Report to be filed by Cove Key on April 22, 2019.
Immediately prior to the execution of the Termination Agreement, Cove Key and the Mangrove Cooperating Parties, the Bluescape Cooperating Parties and the Cove Key Cooperating Parties collectively had ownership and control over 28,729,196 Common Shares, representing approximately 10.1% of the issued and outstanding Common Shares as of the date hereof, calculated on an undiluted basis. As a result of the execution of the Termination Agreement, the Cooperating Parties (as defined below) are no longer acting jointly or in concert with the Mangrove Cooperating Parties and the Cooperating Parties have ownership and control over 8,397,333 Common Shares, representing approximately 2.95% of the issued and outstanding Common Shares as of the date hereof, calculated on an undiluted basis.
The "Mangrove Cooperating Parties" are the following individuals and entities: (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: (i) Cove Key Fund GP LP; (ii) Cove Key GP LLC; (iii) Cove Key Management LP; (iv) Cove Key GP Management LLC; and (v) Jeff Coviello. The "Bluescape Cooperating Parties" are the following individuals and entities: (i) Bluescape Energy Partners, (ii) Bluescape Cove Key GP LLC; (iii) Bluescape Energy Partners III GP LLC; (iv) Bluescape Resources GP Holdings LLC; (v) Resources Company LLC; and (vi) Charles John Wilder, Jr. Each of the Cove Key Cooperating Parties and the Bluescape Cooperating Parties (collectively and together with Cove Key, the "Cooperating Parties") may be considered to be a joint actor with Cove Key.
Depending upon certain factors, including overall market conditions, other investment opportunities available to the Cooperating Parties, and the availability of securities of TransAlta Corporation (the "Company") at prices that would make the purchase or sale of such Common 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.
No Cooperating Party 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 to be filed by Cove Key on April 22, 2019 except as set forth therein or such as would occur upon or in connection with completion of, or following, any of the actions discussed therein. 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 to be filed by Cove Key on April 22, 2019. 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 to be filed by Cove Key on April 22, 2019.
Cove Key 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 Cove Key is investments.
The head office of the Company is located at 110 - 12th Avenue S.W., Calgary, Alberta, T2R 0G7.
This press release does not constitute a solicitation of proxies and is being filed in accordance with legal requirements under applicable Canadian securities laws. For further information and to obtain a copy of the early warning report to be filed by Cove Key under applicable Canadian securities laws in connection with the matters descried herein, please see the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com or please contact:
SOURCE Cove Key Bluescape Holdings LP
For further information: Jeff Coviello, Cove Key Management, LP, (516) 260-6100