New York, NY – Northampton Capital Partners LLC has announced a definitive agreement through its affiliate, Northampton Purchaser, to acquire Altius Renewable Royalties Corp. (ARR) for C$12.00 per share. This acquisition is set to bring significant changes to ARR’s shareholder structure and future direction within the renewable energy sector.
The deal, formalized through an Arrangement Agreement, will see Northampton Purchaser acquire all publicly traded shares of ARR. Currently, Altius Minerals Corporation holds a majority stake of 58% in ARR. Upon completion of this transaction, Northampton Purchaser will hold 43% of ARR’s issued and outstanding common shares, while Altius Minerals will retain an indirect 57% ownership. This strategic acquisition highlights Northampton Capital Partners’ growing interest and investment in the renewable energy infrastructure space.
Geoffrey Strong, Chief Executive Officer of Northampton Capital Partners, expressed enthusiasm about the acquisition and the future partnership. “We are excited to announce this transaction today and the beginning of a long-term partnership,” Strong stated. “We are greatly impressed with the accomplishments to-date of ARR, the underlying Great Bay Renewables joint venture team and look forward to contributing to the support and resources required for the business to reach its full potential.” This statement underscores Northampton’s commitment to fostering growth and leveraging the existing strengths of ARR in the renewable energy market.
Transaction Details and Approvals
According to the terms of the Arrangement Agreement, ARR minority shareholders, excluding Altius Minerals, will receive C$12.00 in cash for each ARR share they hold. The transaction will proceed as a statutory plan of arrangement under the Business Corporations Act (Alberta), requiring court approval and the endorsement of ARR shareholders.
Specifically, the agreement necessitates approval from 66 2/3% of votes cast by all ARR shareholders and a simple majority of votes from minority shareholders, excluding Altius Minerals and certain other shareholders as per Canadian securities laws. These approvals will be sought at a Special Meeting of ARR shareholders. The completion of the transaction is also contingent on customary closing conditions and other regulatory approvals. Current expectations are for the deal to close in the fourth quarter of 2024, pending all necessary clearances.
Support from Key Shareholders
The transaction has garnered significant support from key stakeholders. Altius Minerals, along with ARR’s directors and officers, and other significant shareholders, collectively known as the “Supporting Shareholders,” have entered into Support Agreements. These agreements commit them to voting their ARR shares in favor of the transaction, subject to standard exceptions.
Collectively, the Supporting Shareholders represent approximately 81% of all ARR Shares, and 55% when excluding shares held by Altius Minerals and other specified shareholders. This robust support from major shareholders indicates a strong likelihood of the transaction moving forward as planned.
Advisors and Legal Counsel
ARR’s Special Committee has enlisted National Bank Financial Inc. as an independent valuator and financial advisor for this transaction. Legal counsel for ARR is being provided by McCarthy Tétrault LLP and Pierce Atwood LLP. On the Northampton side, Kirkland & Ellis LLP and Mintz LLP are serving as legal counsel. The involvement of these leading financial and legal firms highlights the significance and complexity of this acquisition.
About Northampton Capital Partners LLC
Northampton Capital Partners LLC is a prominent alternative asset management firm focusing on middle-market infrastructure investments. The firm targets key sectors including energy, digital infrastructure, and other critical infrastructure areas. Founded by Geoffrey Strong, John MacWilliams, Scott McBride, Don McCarthy, and other experienced professionals, Northampton operates from offices in New York City and Miami. The firm’s strategic focus on essential infrastructure aligns with the growing demand for investments in sustainable and critical sectors. For additional information about Northampton Capital Partners, stakeholders are encouraged to reach out via email.
About Altius Renewable Royalties Corp.
Altius Renewable Royalties Corp. is a specialized renewable energy royalty company. ARR provides long-term investment capital, structured as royalties, to renewable power developers, operators, and originators. ARR’s portfolio includes 35 renewable energy royalties, representing approximately 2.6 GW of operating renewable power projects and an additional 5.6 GW in projects under construction and development across various U.S. power pools. Furthermore, ARR anticipates future royalties from indirect investments in entities such as Bluestar Energy Capital, Hodson Energy, and Hexagon Energy, expanding its total project pipeline to approximately 18.7 GW. ARR plays a crucial role in facilitating the global energy transition through innovative and partnership-focused financial solutions within the renewable energy sector. For further details regarding Altius Renewable Royalties Corp., interested parties can contact them via email or phone.
This acquisition marks a significant step for both Northampton Capital Partners and Altius Renewable Royalties Corp., promising to leverage the strengths of both entities to further advance renewable energy infrastructure development and investment.
