Obligation TransAltaCorp 4.5% ( US89346DAF42 ) en USD

TransAltaCorp

100 % ▲

Canada

US89346DAF42 ( en USD )

4.5% par an ( paiement semestriel )

14/11/2022 - Obligation échue

Prospectus brochure de l'obligation TransAlta US89346DAF42 en USD 4.5%, échue

2 000 USD

400 000 000 USD

89346DAF4

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

TransAlta est une société canadienne d'énergie renouvelable et d'énergie propre qui génère, détient et exploite des centrales électriques à partir de sources diverses, notamment l'énergie éolienne, l'hydroélectricité, le gaz naturel et le charbon.

L'obligation TransAlta (US89346DAF42, CUSIP 89346DAF4), émise au Canada pour un montant total de 400 000 000 USD, à un taux d'intérêt de 4,5%, avec une maturité le 14/11/2022, a été remboursée à son prix nominal de 100%, avec un paiement semestriel, une taille minimale d'achat de 2000 USD, et notée BB+ par S&P et Ba1 par Moody's.

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SUPPL 1 a2211568zsuppl.htm SUPPL
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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to General Instruction II.L of Form F-10
File No. 333-170465
PROSPECTUS SUPPLEMENT
(To short form base shelf prospectus dated November 18, 2010)
4.500% Senior Notes due 2022
The Notes (as hereinafter defined) will bear interest at the rate of 4.500% per annum. Interest on the Notes is payable on May 15 and November 15 of each year, beginning on
May 15, 2013. The Notes will mature on November 15, 2022.
We may redeem some or all of the Notes at any time at the redemption prices described in this Prospectus Supplement (as hereinafter defined). We will also have the option to
redeem the Notes in whole and not in part at 100% of the aggregate principal amount of the Notes, plus accrued interest to the date of redemption in the event of certain changes to
Canadian withholding tax laws or the enforcement or interpretation thereof.
We will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase upon the
occurrence of a Change of Control Triggering Event (as hereinafter defined). See "Description of the Notes -- Repurchase Upon Change of Control Triggering Event".
The Notes will be direct unsecured obligations and will rank equally and ratably with all of our other unsubordinated and unsecured indebtedness.
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Investing in the Notes involves risks. See "Risk Factors" in this Prospectus Supplement beginning on page S-5 and under the heading "Risk Factors" beginning on
page 29 of the accompanying Prospectus (as hereinafter defined).

Per Senior Note

Total

Public Offering Price(1)

98.266% US$
393,064,000
Underwriting Commission

0.650% US$
2,600,000
Proceeds to TransAlta (before expenses)(1)

97.616% US$
390,464,000
(1)
The public offering price of the Notes will also include accrued interest, if any, from November 7, 2012 to the date of delivery.
The Notes will not be listed on any securities exchange or quotation system and, consequently, there is no market through which these securities may be sold and
purchasers may not be able to resell securities purchased under this Prospectus Supplement.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR
ANY UNITED STATES STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY UNITED STATES STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This offering is made by a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted by the United States, to prepare this Prospectus
Supplement and the accompanying Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are
different from those of the United States. The financial statements incorporated herein have been prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting Standards Board and they are subject to Canadian auditing and auditor independence standards. As a
result, such financial statements may not be comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition of the securities described in this Prospectus Supplement and the accompanying Prospectus may have tax
consequences both in the United States and Canada. Such tax consequences for investors who are resident in, or citizens of, the United States may not be described fully
in this Prospectus Supplement or the accompanying Prospectus. You should read the tax discussion under "Certain Income Tax Considerations".
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that we are incorporated and organized
under the laws of Canada, that most of our officers and directors are residents of Canada, that some or all of the underwriters or experts named in this Prospectus
Supplement are residents of Canada, and that a substantial portion of our assets and the assets of said persons are located outside the United States.
The earnings coverage ratio on long term debt for the twelve month period ended September 30, 2012 is less than one-to-one and, since the Corporation had a loss for
such period, the coverage ratio is negative. See "Earnings Coverage".
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC") and its direct and indirect participants on or about
November 7, 2012.
Joint Book-Running Managers
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BofA Merrill Lynch
Citigroup

HSBC
Co-Managers
Mitsubishi UFJ

RBS
Securities
November 2, 2012
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement (this "Prospectus Supplement"), which describes the specific terms of the senior notes we are
offering (the "Notes") and also adds to and updates certain information contained in the short form base shelf prospectus of the Corporation dated November 18, 2010
(the "Prospectus") and the documents incorporated by reference into this Prospectus Supplement or the accompanying Prospectus. The second part, the accompanying Prospectus,
gives more general information. Defined terms used in this Prospectus Supplement that are not defined herein have the meanings ascribed thereto in the
accompanying Prospectus.
Except as set forth under "The Offering" and "Description of the Notes" in this Prospectus Supplement or under "Description of Debt Securities" in the accompanying
Prospectus, and unless the context otherwise requires, all references in this Prospectus Supplement to "TransAlta", the "Corporation", "we", "us" and "our" mean TransAlta
Corporation and its consolidated subsidiaries including any consolidated partnerships of which the Corporation or any of its subsidiaries are partners.
If the description of the Notes varies between this Prospectus Supplement and the accompanying Prospectus, you should rely on the information in this Prospectus
Supplement.
You should rely on the information contained in or incorporated by reference into this Prospectus Supplement and the accompanying Prospectus and any term sheet
or other free writing prospectus for this offering that we file with the securities regulatory authorities in Canada or the SEC. We have not, and the underwriters have
not, authorized anyone to provide you with different or additional information. We are not, and the underwriters are not, making an offer to sell the Notes in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this Prospectus Supplement or the accompanying Prospectus
is accurate as of any date other than the date on the front of this Prospectus Supplement.
In this Prospectus Supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. "U.S. dollars" or "US$"
means the lawful currency of the United States. Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus is determined using IFRS. Therefore, our consolidated financial statements incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus, copies of which are available on SEDAR at www.sedar.com and on the SEC's website at www.sec.gov, may not be comparable to financial statements
of U.S. companies prepared in accordance with U.S. generally accepted accounting principles.
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TABLE OF CONTENTS

Page
Prospectus Supplement
EXCHANGE RATE INFORMATION

i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

i
DOCUMENTS INCORPORATED BY REFERENCE

ii
CERTAIN AVAILABLE INFORMATION

iv
THE OFFERING

S-1
TRANSALTA CORPORATION

S-4
RECENT DEVELOPMENTS

S-4
RISK FACTORS

S-5
USE OF PROCEEDS

S-6
CHANGES IN CONSOLIDATED CAPITALIZATION

S-6
DESCRIPTION OF THE NOTES

S-6
EARNINGS COVERAGE
S-13
CERTAIN INCOME TAX CONSIDERATIONS
S-13
UNDERWRITING (CONFLICTS OF INTEREST)
S-16
LEGAL MATTERS
S-18
AUDITORS
S-19
AUDITOR'S CONSENT
S-20
Prospectus
ABOUT THIS PROSPECTUS

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DOCUMENTS INCORPORATED BY REFERENCE

2
CERTAIN AVAILABLE INFORMATION

3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

4
TRANSALTA CORPORATION

4
USE OF PROCEEDS

5
CHANGES IN CONSOLIDATED CAPITALIZATION

5
EARNINGS COVERAGE RATIOS

6
DESCRIPTION OF SHARE CAPITAL

7
DESCRIPTION OF WARRANTS

9
DESCRIPTION OF SUBSCRIPTION RECEIPTS

10
DESCRIPTION OF DEBT SECURITIES

10
PRIOR SALES

22
MARKET FOR COMMON SHARES

22
CERTAIN INCOME TAX CONSIDERATIONS

23
PLAN OF DISTRIBUTION

23
RISK FACTORS

24
LEGAL MATTERS

24
EXPERTS

24
INTEREST OF EXPERTS

24
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

24
ENFORCEMENT OF CIVIL LIABILITIES

25
CONSENT OF ERNST & YOUNG LLP

26
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EXCHANGE RATE INFORMATION
The following table sets forth certain rates of exchange for the Canadian dollar based on the noon buying rate as provided by the Bank of Canada (the "noon buying rate").
These rates are set forth as U.S. dollars per $1.00 and are the inverse of rates quoted by the Bank of Canada for Canadian dollars per US$1.00. On November 1, 2012, the inverse
of the noon buying rate was US$1.0027 equals $1.00.
Nine Months Ended
Year Ended

September 30,

December 31,

2012

2011

2010

2009

High
for
period
US$
1.0299 US$
1.0583 US$
1.0054 US$
0.9716
Low
for
period
US$
0.9599 US$
0.9430 US$
0.9278 US$
0.7692
Rate at end of period
US$
1.0166 US$
0.9833 US$
1.0054 US$
0.9555
Average rate for the period(1)
US$
0.9977 US$
1.0110 US$
0.9709 US$
0.8757
(1)
The average of the inverse of the noon buying rate on the last day of each month during the applicable period.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus contain both historical and forward-looking statements within the meaning of Section 27A of the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act").
All forward-looking statements are based on TransAlta's beliefs as well as assumptions based on information available at the time the assumption was made and on management's
experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Forward-
looking statements are not facts, but only predictions and generally can be identified by the use of statements that include phrases such as "may", "will", "believe", "expect",
"anticipate", "intend", "plan", "foresee", "potential", "enable", "continue" or other comparable terminology. These statements are not guarantees of TransAlta's future performance
and are subject to risks, uncertainties and other important factors that could cause TransAlta's actual performance to be materially different from those projected.
With respect to forward-looking statements contained in this Prospectus Supplement, we have made assumptions regarding, among other things: our ability to close this
offering on a timely basis and on the terms expected; fulfillment by the underwriters of their obligations pursuant to the underwriting agreement; and that no event will occur which
would allow the underwriters to terminate their obligations under the underwriting agreement.
In particular, this Prospectus Supplement and the accompanying Prospectus contain forward-looking statements pertaining to the following: the anticipated closing of the
offering of the Notes and the use of the proceeds of the offering; expectations relating to the timing of the completion and commissioning of projects under development, including
uprates and major projects, and their attendant costs; our estimated spend on growth and sustaining capital and productivity projects; expectations in terms of the cost of operations,
capital spend, and maintenance, and the variability of those costs; the impact of certain hedges on future reported earnings and cash flows; expectations related to future earnings
and cash flow from operating and contracting activities; estimates of fuel supply and demand conditions and the costs of procuring fuel; our estimated spend on growth and
sustaining capital projects; expectations for demand for electricity in both the short-term and long-term, and the resulting impact on electricity prices; expectations in respect of
generation availability and production; expectations in terms of the cost of operations and maintenance, and the variability of those costs; expected financing of our capital
expenditures; expected governmental regulatory regimes and legislation and their expected impact on us, as well as the cost of complying with resulting regulations and laws; our
trading strategy and the risk involved in these strategies; estimates of future tax rates, future tax expense, and the adequacy of tax provisions; accounting estimates;
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expectations for the outcome of existing or potential legal and contractual claims; expectations for the ability to access capital markets at reasonable terms; the impact of certain
hedges on future reported earnings; the estimated impact of changes in interest rates and the value of the Canadian dollar relative to the U.S. dollar; the monitoring of our exposure
to liquidity risk.
Factors that may adversely impact the Corporation's forward-looking statements include risks relating to: fluctuations in market prices and availability of fuel supplies
required to generate electricity and in the price of electricity; the regulatory and political environments in the jurisdictions in which the Corporation operates; environmental
requirements and changes in, or liabilities under, these requirements; changes in general economic conditions including interest rates; operational risks involving our facilities,
including unplanned outages at such facilities; disruptions in the transmission and distribution of electricity; effects of weather; disruptions in the source of fuels, water, or wind
required to operate the Corporation's facilities; natural disasters; the threat of terrorism and cyber-attacks; equipment failure; energy trading risks; industry risk and competition;
fluctuations in the value of foreign currencies and foreign political risks; need for additional financing; structural subordination of securities; counterparty credit risk; insurance
coverage; the Corporation's provision for income taxes; legal and contractual proceedings involving the Corporation; reliance on key personnel; labour relations matters; and
development projects and acquisitions.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking
statements. The forward-looking statements included in this document are made only as of the date hereof and the Corporation does not undertake to publicly update these forward-
looking statements to reflect new information, future events or otherwise, except as required by applicable laws. In light of these risks, uncertainties and assumptions, the forward-
looking events might occur to a different extent or at a different time than the Corporation has described or might not occur. The Corporation cannot assure you that projected results
or events will be achieved. The foregoing risk factors, among others, including risks relating to the nature of the Notes, are described in further detail under the heading "Risk
Factors" in this Prospectus Supplement and in the accompanying Prospectus and in the documents incorporated by reference into this Prospectus Supplement and the accompanying
Prospectus, including the Annual MD&A and the Annual Information Form (each as hereinafter defined).
DOCUMENTS INCORPORATED BY REFERENCE
Various documents are incorporated or deemed to be incorporated by reference into the accompanying Prospectus and reference should be made to the accompanying
Prospectus for full details. See "Documents Incorporated by Reference" in the accompanying Prospectus. As of the date of this Prospectus Supplement, the following documents
filed with the securities commissions or similar authorities in each of the provinces of Canada and with the SEC are specifically incorporated by reference into and form an
integral part of this Prospectus Supplement and the accompanying Prospectus:
(a)
consolidated audited financial statements as at December 31, 2011 and 2010, which comprise the consolidated statements of financial position as at December 31,
2011 and 2010 and January 1, 2010 and the consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years ended
December 31, 2011 and 2010, the notes thereto, the auditors' report thereon and the auditors' report on our internal control over financial reporting (incorporated by
reference to Exhibit 13.3 to our annual report on Form 40-F filed with the SEC on March 2, 2012, File No. 001-15214, as amended);
(b)
management's discussion and analysis of financial condition and results of operations as at and for the year ended December 31, 2011 ("Annual MD&A")
(incorporated by reference to Exhibit 13.2 to our annual report on Form 40-F filed with the SEC on March 2, 2012, File No. 001-15214, as amended);
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(c)
annual information form dated March 1, 2012 (the "Annual Information Form") for the year ended December 31, 2011 (incorporated by reference to Exhibit 13.1
to our annual report on Form 40-F filed with the SEC on March 2, 2012, File No. 001-15214, as amended);
(d)
consolidated comparative interim unaudited financial statements as at and for the three- and nine-month periods ended September 30, 2012 and 2011 and the notes
thereto (incorporated by reference to Exhibit 13.1 to our report on Form 6-K filed with the SEC on October 30, 2012, File No. 001-15214);
(e)
management's interim discussion and analysis of financial condition and results of operations as at and for the three- and nine-month periods ended September 30,
2012 (incorporated by reference to Exhibit 13.2 to our report on Form 6-K filed with the SEC on October 30, 2012, File No. 001-15214);
(f)
management proxy circular dated March 9, 2012 prepared in connection with our annual and special meeting of shareholders held on April 26, 2012 (incorporated
by reference to Exhibit 99.1 to our report on Form 6-K filed with the SEC on March 9, 2012, File No. 001-15214); and
(g)
the material change report dated July 26, 2012 (incorporated by reference to Exhibit 99.1 to our report on Form 6-K filed with the SEC on July 26, 2012, File
No. 001-15214).
Any documents of the type required to be incorporated by reference in a short form prospectus pursuant to National Instrument 44-101 -- Short Form Prospectus Distributions
("NI 44-101") of the Canadian Securities Administrators, including any documents of the type referred to above or under "Documents Incorporated by Reference" in the
accompanying Prospectus, material change reports (excluding confidential material change reports) and business acquisition reports we subsequently file with any securities
commissions or similar authorities in Canada after the date of this Prospectus Supplement and prior to the termination of any offering of the Notes under this Prospectus Supplement
shall be deemed to be incorporated by reference into this Prospectus Supplement and the accompanying Prospectus. These documents are available through the internet on the
System for Electronic Document Analysis and Retrieval ("SEDAR"), which can be accessed at www.sedar.com. In addition, any similar documents we file on Form 6-K or
Form 40-F with the SEC after the date of this Prospectus Supplement shall be deemed to be incorporated by reference into this Prospectus Supplement or the accompanying
Prospectus and the registration statement on Form F-10 of which this Prospectus Supplement and the accompanying Prospectus form a part, if and to the extent expressly provided
in such report. Our reports on Form 6-K, and our annual reports on Form 40-F, are available on the SEC's website at www.sec.gov.
Any statement contained in this Prospectus Supplement or the accompanying Prospectus, or in a document incorporated or deemed to be incorporated by reference
herein or therein, shall be deemed to be modified or superseded for the purposes of this Prospectus Supplement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding
statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.
The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made,
constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a
statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus Supplement.
Copies of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in such
documents) may be obtained on request without charge from the Vice-President and Corporate Secretary of the Corporation at Box 1900, Station "M", 110-12th Avenue S.W.,
Calgary, Alberta, Canada T2P 2M1, Telephone (403) 267-7110.
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