Northland Power Preferred Equity Inc. completes C$150 million offering of cumulative rate reset preferred shares, series 1

Date Closed: 7/28/2010

Value: C$150 million

On July 28, 2010, Northland Power Preferred Equity Inc. (the Corporation) completed an offering of 6,000,000 cumulative rate reset preferred shares, series 1 (the Series 1 Preferred Shares). The Series 1 Preferred Shares were issued at $25.00 per share for gross proceeds of $150 million. The obligations of the Corporation with respect to the Series 1 Preferred Shares are fully and unconditionally guaranteed by its parent, Northland Power Income Fund (the Fund), and will yield 5.25% annually at the issue price for the initial five-year period ending September 30, 2015. The holders of Series 1 Preferred Shares will have the right to convert their shares into cumulative floating rate preferred shares, series 2 (Series 2 Preferred Shares), subject to certain conditions, on September 30, 2015 and on September 30 of every fifth year thereafter. The obligations of the Corporation with respect to the Series 2 Preferred Shares, when issued, will be fully and unconditionally guaranteed by the Fund. The holders of Series 2 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors of the Corporation, at a rate equal to the then three month Government of Canada Treasury Bill yield plus 2.80%.

The Fund is an income trust that is in the business of developing, constructing, financing, owning, managing and operating power projects. The offering was made on a bought deal basis, with a underwriting syndicate led by CIBC World Markets Inc. and including BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., RBC Dominion Securities Inc., TD Securities Inc., Macquarie Capital Markets Canada Ltd., Canaccord Genuity Corp., FirstEnergy Capital Corp. and Cormark Securities Inc. (collectively, the Underwriters).

The Corporation and the Fund were represented by BLG with a team led by Linda Bertoldi and consisting of Paul Findlay, Dyana McLellan and Andrew Bunston (securities) and Tracy Robillard (corporate), Bruce Fowler (banking), and Stephen Fyfe and Daniel Lang (tax).