iCON Infrastructure III closes acquisition of Capstone Infrastructure

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iCON Infrastructure III closes acquisition of Capstone Infrastructure

Capstone Infrastructure Corporation has announced the completion of the transactions contemplated by the Corporation's previously announced Plan of Arrangement under which, among other things, Irving Infrastructure Corp., a subsidiary of iCON Infrastructure Partners III, L.P, a fund advised by UK-based iCON Infrastructure LLP, acquired all of the issued and outstanding common shares of Capstone and Class B exchangeable units  of Capstone's subsidiary MPT LTC Holding LP for US$4.90 cash per share or unit, as applicable.

The depositary for the transaction will make payments to registered holders of Common Shares, Class B Units, 6.75% extendible convertible unsecured subordinated debentures of Capstone Power Corp. due December 31, 2017 and 6.50% convertible unsecured subordinated debentures of Capstone due December 31, 2016 (collectively, the "Debentures") who have validly deposited their security certificates and a duly completed letter of transmittal within three business days.

The cash to be paid to beneficial security holders is expected to be credited to the beneficial shareholder's broker, trustee, financial institution, dealer, bank, trust company, custodian, nominee or other intermediary account through the procedures in place for such purposes between CDS and such intermediaries. Beneficial shareholders should contact their intermediary if they have any questions regarding this process.

The common shares, Class B Units and Debentures will be delisted from the Toronto Stock Exchange and cease trading as soon as practicable. The Corporation's Cumulative Five-Year Rate Reset Preferred Shares, Series A will remain outstanding in accordance with their terms and continue to trade on the TSX under the symbol CSE.PR.A.

RBC Capital Markets and TD Securities acted as financial advisors to Capstone, with Blake, Cassels & Graydon LLP acting as legal counsel. CIBC World Markets and Scotia Capital acted as financial advisors to iCON III, with Osler, Hoskin & Harcourt LLP acting as legal counsel.

Michael Bernstein, President and CEO of Capstone, said:

"We are very pleased that this transaction has successfully closed and that we have crystalized the value of our portfolio for our investors. We look forward to the next stage in the evolution of Capstone as we grow with iCON Infrastructure. We appreciate the efforts of our teams at head office and the assets, our legal and financial advisors, and the guidance of our Board of Directors, all of whom worked hard to bring this transaction to a successful conclusion."

Paul Malan, Senior Partner of iCON Infrastructure, said:

"With the completion of this transaction, iCON has gained an excellent portfolio of well-managed assets and a talented team of professionals. We also have an expanded foothold in North America, which we view as strategically important to our future growth."

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