Mangrove and Bluescape Ask: Is the Brookfield Investment in the Best Interest of all TransAlta Shareholders?

NEW YORK and DALLAS, March 29, 2019 /PRNewswire/ - A group led by Mangrove Partners ("Mangrove") and Bluescape Energy Partners ("Bluescape"), together one of the largest shareholders of TransAlta Corporation ("TransAlta" or the "Company") (TSX:TA) (NYSE:TAC) with aggregate ownership of 10.1% of the Company's outstanding shares, today raised significant questions about the Company's decision to accept a large investment from Brookfield Renewable Partners ("Brookfield"), including about the rushed process coinciding with the proxy nomination deadline, the favorable valuation and terms given to Brookfield, and the deal's implications for the future accountability of TransAlta's Board and management to shareholders. 

Nathaniel August, President and Portfolio Manager at Mangrove Partners, said, "TransAlta's announcement and subsequent disclosures of the Brookfield investment leave many important questions unanswered.  Most critically, is it the best deal for TransAlta shareholders or are there potentially superior transactions available?  We call on TransAlta's CEO, who has enthusiastically promoted the deal's benefits, to be more forthcoming about its rationale and the process undertaken to ensure TransAlta achieves the best outcome for all shareholders.  Until then, we have submitted a notice under the Company's by-laws that we intend to nominate five candidates for election to the Board at the upcoming annual meeting.  If at least two are elected, the Company has the option to terminate the Brookfield Investment under the terms of the agreement.  Let me be clear: our goal is not to stop this transaction, but rather to ensure that the Company retains the option to pursue or renegotiate a better one."

Key questions raised by Mangrove and Bluescape include:

• Given that only two business days passed between the signing of the confidentiality agreement (when a competitive process normally begins) and execution of the investment agreement with Brookfield, how could the Company have rigorously demonstrated the value of the assets and negotiated the best deal for the Company?
  
  
• To what extent did the Company conduct a broadly marketed process to determine the fair market value for the hydroelectric assets before engaging in confidential discussions with Brookfield?
  
  
• How did the TransAlta Board determine to give Brookfield the option to buy up to 49% of the Company's Alberta hydroelectric assets for 13x EBITDA, less $10mm capex, when Brookfield told its own investors only last October: "When you see merchant hydro trade today it's generally trading at 20x to 20x+."
  
  
• Why is Brookfield's investment split into debt and preferred equity – both priced with larger coupons than TransAlta's unsecured debt, despite the option to convert to equity – instead of being structured as common equity, so that Brookfield is aligned with TransAlta's shareholders?
  
  
• Knowing that no other major shareholder has even a single Board seat, why was Brookfield granted two seats on the Board, despite the fact that its interest in the Company is primarily in the form of debt and preferred equity and thus not aligned with TransAlta shareholders generally?
  
  
• By imposing a 36-month standstill that runs through the Company's 2022 annual shareholders meeting and giving management control over the voting of Brookfield's common shares on all matters, does this agreement not make TransAlta leadership even less accountable to shareholders?

C. John Wilder, Executive Chairman, Bluescape Group, added, "Brookfield are astute investors that excel in purchasing assets below true value for the benefit of their shareholders, not the other side's.  We acknowledge that adding the Brookfield nominees to the board  would bring greatly needed industry expertise.  But at what cost?  Until the Company provides more details, we believe all shareholders have reason to question the financial costs of this deal, as well as its potential to further entrench and protect the current TransAlta Board from being accountable to its shareholders."

About Mangrove Partners

Mangrove Partners is a value-oriented investment manager founded in 2010. Mangrove's investment objective is to organically compound net worth while minimizing the chances of a permanent loss of capital.

About Bluescape Energy Partners

Bluescape Energy Partners is a value-oriented energy investment company that follows a value-driven philosophy. Bluescape's experience in energy principal investing, as investor and asset manager, spans market cycles and captures every level of the capital structure. Its investing team leverages its deep knowledge, and extensive industry relationships to pursue investment opportunities across all dimensions of the energy value chain. Bluescape seeks to create long term value through rigorous asset management and a disciplined risk return mindset.

Forward-Looking Statements

Certain statements and information contained herein constitute "forward-looking information" and/or "forward-looking statements" within the meaning of applicable securities laws (collectively, the "forward-looking statements"). All statements and information, other than statements of historical fact, included herein are forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "would", "could", "should", "potential", "will", "seek", "expect", "intend", "plan", "estimate", "anticipate", "believe", "continue" or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur or, even if they do occur, will result in the performance, events or results expected. We caution readers not to place undue reliance on forward-looking statements contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements. These factors include: changes in TransAlta's strategies, plans or prospects; general economic, industry, business, regulatory and market conditions; actions of TransAlta and its subsidiaries or competitors; conditions in the energy industry; risks relating to government regulation and changes thereto; the state of the economy including general economic conditions globally and economic conditions in the jurisdictions in which TransAlta operates; the unpredictability and volatility of TransAlta's share price; the interest of third parties in potential transactions with TransAlta that would be alternatives to the Brookfield investment; changes in commodity prices and tax rates and government regulation of carbon emissions; and currency fluctuations. These factors should not be construed as exhaustive. Shareholders are cautioned that all forward-looking statements involve known and unknown risks and uncertainties, including those risks and uncertainties detailed in the continuous disclosure and other filings of TransAlta and certain members of TransAlta's industry and other noted peer groups with applicable securities regulators, copies of which are available on SEDAR at www.sedar.com or on the Electronic Data Gathering, Analysis, and Retrieval at www.sec.gov. We urge you to carefully consider those risks and uncertainties. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Mangrove and Bluescape do not assume responsibility for the accuracy or completeness of the forward-looking statements. The forward-looking statements included herein are made as of the date of press release and Mangrove and Bluescape undertake no obligation to publicly update or revise such forward-looking statements, except as required by applicable law.

SOURCE Mangrove Partners