Algonquin (TSX/NYSE: AQN) prices $1.15B Liberty Utilities senior notes
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Algonquin Power & Utilities Corp., through its U.S. subsidiary Liberty Utilities, has priced a private offering of $650 million 5.100% senior unsecured notes due May 15, 2031 and $500 million 5.650% senior unsecured notes due May 15, 2036.
Liberty Utilities plans to use the net proceeds to repay an intercompany loan from Algonquin expected to be about $690 million on June 15, 2026 and to lend funds to Liberty Utilities (America) Co. to repay additional amounts owing to Algonquin. Algonquin intends to use these repayments, together with cash on hand, to refinance all $1.15 billion of its outstanding 5.365% notes due 2026 and pay related fees and expenses.
The new notes are unsecured, unsubordinated obligations of Liberty Utilities and rank equally with its other unsecured, unsubordinated debt. Algonquin is not a guarantor or obligor of the notes. The offering is expected to close on May 15, 2026, after which Liberty Utilities will terminate all commitments under its $1.15 billion senior unsecured syndicated delayed draw term facility dated April 17, 2026.
Positive
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Insights
Liberty Utilities raises $1.15B in new notes to refinance Algonquin’s 2026 debt.
Liberty Utilities is issuing $650 million 5.100% notes due 2031 and $500 million 5.650% notes due 2036 in a private placement. The proceeds will largely flow back to Algonquin via intercompany loan repayments.
Algonquin plans to use those repayments, plus cash on hand, to refinance all $1.15 billion of its 5.365% notes due 2026 and cover related costs. This shifts upcoming maturities further out the curve while keeping the debt within the regulated utility group.
The new notes are senior unsecured obligations of Liberty Utilities, ranking equally with its other unsecured debt, and Algonquin is not a guarantor. The offering is expected to close on May 15, 2026, when Liberty Utilities will also terminate its $1.15 billion delayed draw term facility, simplifying its funding structure.
Key Figures
2031 Notes size: $650 million 5.100% notes
2036 Notes size: $500 million 5.650% notes
AQN 2026 notes refinanced: $1.15 billion 5.365% notes
+2 more
5 metrics
2031 Notes size
$650 million 5.100% notes
Senior unsecured notes due May 15, 2031
2036 Notes size
$500 million 5.650% notes
Senior unsecured notes due May 15, 2036
AQN 2026 notes refinanced
$1.15 billion 5.365% notes
Algonquin notes due 2026 planned to be refinanced
Intercompany loan balance
Approximately $690 million
Expected Liberty Utilities loan from Algonquin on June 15, 2026
Term facility commitments
$1.15 billion
Senior unsecured syndicated delayed draw term facility to be terminated
Key Terms
senior unsecured notes, aggregate principal amount, Regulation S, Delayed Draw Term Loan, +1 more
5 terms
senior unsecured notes financial
"Algonquin Power & Utilities Corp. Announces Pricing of $650 Million of Senior Unsecured Notes due 2031 and $500 Million of Senior Unsecured Notes due 2036"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
aggregate principal amount financial
"priced an offering of $650 million aggregate principal amount of 5.100% senior notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Regulation S regulatory
"transactions outside the United States pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Delayed Draw Term Loan financial
"its $1.15 billion senior unsecured syndicated delayed draw term facility dated April 17, 2026 (the “Delayed Draw Term Loan”)"
A delayed draw term loan is a financing agreement that lets a borrower take one or more lump-sum loans from a lender at agreed future dates within a set time window instead of receiving all funds up front. It matters to investors because it changes when and how much debt a company will carry, affecting cash flexibility, interest costs and risk exposure—think of it like an approved credit line you only tap when you need cash for a project.
forward-looking statements regulatory
"constitute “forward-looking information” ... and “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Date: May 12, 2026
Commission File Number: 001-37946
Algonquin Power & Utilities Corp.
(Translation of registrant’s name into English)
354 Davis Road
Oakville, Ontario, L6J 2X1, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
The following exhibits are filed as part of this Form 6-K:
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Exhibit
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Description
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99.1
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Press Release dated May 12, 2026
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ALGONQUIN POWER & UTILITIES CORP.
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(registrant)
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| Date: May 12, 2026 |
By:
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/s/ Robert Stefani
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Name:
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Robert Stefani | |
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Title:
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Chief Financial Officer
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Exhibit 99.1
Algonquin Power & Utilities Corp. Announces Pricing of $650 Million of Senior Unsecured Notes due 2031 and $500 Million of Senior Unsecured Notes due 2036
OAKVILLE, Ontario, May 12, 2026 – Algonquin Power & Utilities Corp. (TSX/NYSE: AQN)
(“AQN”) today announced that Liberty Utilities Co. (“Liberty Utilities”), AQN’s U.S. regulated distribution utility holding company, priced an offering of $650 million aggregate principal amount of 5.100%
senior notes due May 15, 2031 (the “2031 Notes”) and $500 million aggregate principal amount of 5.650% senior notes due May 15, 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”).
Liberty Utilities intends to use the net proceeds from the sale of the Notes to (i) repay its intercompany loan from AQN, which is expected to have a balance of approximately $690
million (including accrued interest) on the expected repayment date of June 15, 2026, and (ii) make a loan to Liberty Utilities (America) Co. (“LUA”), with LUA using such funds to repay existing amounts owing to AQN. AQN intends to use the funds,
together with cash on hand, to refinance all $1.15 billion of the aggregate principal amount of AQN’s outstanding 5.365% notes due 2026 and to pay related fees and expenses. Liberty Utilities may invest funds which it does not immediately require in
short-term investment instruments.
The Notes are unsecured and unsubordinated obligations of Liberty Utilities and will rank equally with all of Liberty Utilities’ existing and future unsecured and unsubordinated
indebtedness and senior in right of payment to any existing and future Liberty Utilities subordinated indebtedness. AQN is not a guarantor or obligor of the Notes. The 2031 Notes were priced at an issue price of 99.991% of their face value and will
mature on May 15, 2031. The 2036 Notes were priced at an issue price of 99.676% of their face value and will mature on May 15, 2036. The offering is expected to close on May 15, 2026, subject to the satisfaction of customary closing conditions.
Following the closing of the offering, Liberty Utilities will terminate all commitments under its $1.15 billion senior unsecured syndicated delayed draw term facility dated April 17, 2026 (the “Delayed Draw Term Loan”) in accordance with the terms of
the Delayed Draw Term Loan.
The Notes are being offered and will be sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or
sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
About Algonquin Power & Utilities Corp. and Liberty Utilities
Algonquin Power & Utilities Corp., parent company of Liberty Utilities, is a diversified international generation, transmission, and distribution utility. AQN is committed to
providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United
States and Canada. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A
subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.
Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.
Caution Regarding Forward-Looking Information
Certain written statements included herein constitute “forward-looking information” within the meaning of applicable securities laws in each of the provinces and territories of Canada and the
respective policies, regulations and rules under such laws and “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, ‘‘forward-looking statements”). The words “will”, “may”,
“shall”, “expects”, “intends” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements contained herein
include, but are not limited to statements regarding the ranking of the Notes, closing of the offering, the expected balance of Liberty Utilities’ intercompany loan from AQN; the termination of commitments under the Delayed Draw Term Loan and the use
of proceeds from the offering. These statements are based on factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future
developments. Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. Each of AQN and Liberty Utilities cautions that although it is
believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Material risk
factors and assumptions include those set out in AQN's most recent annual and interim management’s discussion and analysis and most recent annual information form, each of which is available on SEDAR+ and EDGAR. Given these risks, undue reliance
should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, neither AQN nor Liberty Utilities undertakes any obligation to update any forward-looking statements to reflect
new information, subsequent or otherwise.
Investor Inquiries:
Brian Chin
Vice President, Investor Relations
Algonquin Power & Utilities Corp.
E-mail: InvestorRelations@APUCorp.com
Telephone: (905) 465-4500
Media Inquiries:
Stephanie Bose
Director, Corporate Communications
Liberty
Liberty
E-mail: Corporate.Communications@libertyutilities.com
Telephone: (905) 465-4500
FAQ
What debt offering did Algonquin Power & Utilities (AQN) announce?
Algonquin’s subsidiary Liberty Utilities priced $650 million 5.100% senior notes due 2031 and $500 million 5.650% senior notes due 2036. These unsecured notes are being sold in a private placement to qualified institutional buyers and certain non-U.S. persons under Regulation S.
How will Algonquin (AQN) and Liberty Utilities use the $1.15 billion note proceeds?
Liberty Utilities plans to repay an intercompany loan from Algonquin expected to be about $690 million and lend funds to Liberty Utilities (America) Co. Algonquin intends to use these repayments and cash on hand to refinance all $1.15 billion of its 5.365% notes due 2026.
What are the interest rates and maturities of Liberty Utilities’ new notes for AQN?
The offering includes $650 million aggregate principal amount of 5.100% senior notes maturing May 15, 2031 and $500 million aggregate principal amount of 5.650% senior notes maturing May 15, 2036. The 2031 notes were priced at 99.991% of face value and the 2036 notes at 99.676%.
Is Algonquin Power & Utilities (AQN) a guarantor of the new Liberty Utilities notes?
Algonquin is not a guarantor or obligor of the new notes. The notes are unsecured and unsubordinated obligations of Liberty Utilities, ranking equally with all existing and future unsecured, unsubordinated Liberty Utilities indebtedness and senior to any Liberty Utilities subordinated debt.
What happens to Liberty Utilities’ $1.15 billion delayed draw term facility after this AQN-related offering?
Following closing of the notes offering, Liberty Utilities will terminate all commitments under its $1.15 billion senior unsecured syndicated delayed draw term facility dated April 17, 2026. This replaces the undrawn term loan capacity with long-term fixed-rate notes funding.
Where will Algonquin (AQN) and Liberty Utilities place the new notes and are they registered?
The notes are being offered in a private placement to qualified institutional buyers and in transactions outside the United States under Regulation S. They have not been registered under the U.S. Securities Act or state securities laws and may only be resold under applicable exemptions.