DEDHAM, Mass., June 16, 2016 /PRNewswire/ -- Atlantic Power
Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power" or the
"Company") announced today that its Board of Directors has approved
a substantial issuer bid (the "Offer") pursuant to which the
Company will offer to purchase for cancellation up to US$65 million aggregate principal amount of the
Company's issued and outstanding 5.75% Series C Convertible
Unsecured Subordinated Debentures maturing June 30, 2019 (the "Debentures").
The purchase price under the Offer is US$965 in cash per US$1,000 principal amount of Debentures.
Holders of Debentures (each, a "Debentureholder") who tender and do
not withdraw their Debentures under the Offer will receive a cash
payment in respect of all accrued and unpaid interest on such
debentures up to, but excluding, the date they are taken up by the
Company pursuant to the Offer.
The Debentures are listed and posted for trading on the Toronto
Stock Exchange (the "TSX") under the symbol "ATP.DB.U". On
June 15, 2016, the last full trading
day prior to the announcement by the Company of the approval of the
Offer by its directors, the closing price per Debenture on the TSX
was US$928. As of June 15, 2016, there was US$105.3 million principal amount of Debentures
issued and outstanding.
Certain institutional Debentureholders have agreed, pursuant to
lock-up agreements with the Company dated June 16, 2016, to tender an aggregate of
approximately US$29.7 million
principal amount of Debentures held by them to the Offer.
If the principal amount of the Debentures tendered and not
withdrawn under the Offer exceeds in the aggregate US$65 million (or such larger principal amount as
determined by the Company), such debentures to be purchased by the
Company will be subject to pro-ration.
The Company will fund any purchases of Debentures pursuant to
the Offer from available cash on hand. Management of the
Company believes that repurchases of the Debentures will create
value for the Company's shareholders by reducing the Company's cash
interest payments, de-levering its balance sheet and improving its
debt maturity profile.
The Offer is not conditional upon any minimum number of
Debentures being deposited, but is subject to various other
conditions as detailed in the formal offer to purchase, issuer bid
circular and the related letter of transmittal, containing the
terms and conditions of the Offer and instructions for depositing
such debentures (the "Offer Documents"). The Offer Documents
will be mailed to registered Debentureholders on June 17, 2016 and will be filed with the
applicable securities regulators and available on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov.
Alexander Capital Group Inc. ("Alexander Capital") was engaged
by the Company as the independent valuator to prepare a formal
valuation of the Debentures in accordance with applicable Canadian
securities laws (the "Valuation"). The Valuation contains
Alexander Capital's opinion that, based on the scope of its review
and subject to the assumptions, qualifications and limitations
provided therein, as of June 15,
2016, the fair market value of the Debentures falls within
the range of US$930 to US$970 per
US$1,000 principal amount of
Debentures. A copy of the Valuation will be attached to the
Offer Documents.
The Offer will commence on June 17,
2016 and expire at 5:00 pm
(Toronto time) on July 22, 2016 (the "Expiration Date"), unless
extended, varied or withdrawn by the Company.
In accordance with applicable Canadian and U.S. securities laws,
the Company will suspend purchases of the Debentures pursuant to
its current normal course issuer bid ("NCIB") commenced on
December 29, 2015 until after the
Expiration Date or date of termination of the Offer. As of
June 16, 2016, the Company had
purchased an aggregate principal amount of US$24.7 million of the Debentures under the
current NCIB and its previous NCIB, which expired in November 2015.
Kingsdale Shareholder Services ("Kingsdale") has been engaged by
the Company to act as Information Agent for the Offer.
Debentureholders who have questions with respect to the Offer, or
require any assistance with respect to the Offer, including how to
tender Debentures pursuant to the Offer, may contact
Kingsdale by telephone at 1-888-518-1554 (toll-free in
North America) or at 416-867-2272
(collect call outside North
America) or by email at:
contactus@kingsdaleshareholder.com.
RBC Capital Markets is acting as dealer manager ("Dealer
Manager") and financial advisor to the Company in connection with
the Offer.
None of Atlantic Power, its directors, the Dealer Manager,
Kingsdale, or Computershare Trust Company of Canada, the depositary for the Offer, or any
of their respective affiliates, makes any recommendation to any
Debentureholder as to whether to deposit or refrain from depositing
all or any portion of their Debentures under the Offer.
Debentureholders must make their own decisions as to whether
to deposit or refrain from depositing their Debentures, and, if
deposited, the amount of such debentures to deposit.
Debentureholders are strongly urged to review and evaluate
carefully all information in the Offer Documents, to consult their
own financial, tax and legal advisors, and to make their own
decisions as to whether to deposit Debentures to the Offer and, if
so, what principal amount of such debentures to deposit.
Debentureholders should carefully consider the income tax
consequences of accepting the Offer and depositing Debentures to
the Offer.
About Atlantic Power
Atlantic Power owns and operates a diverse fleet of power
generation assets in the United
States and Canada. The Company's power generation
projects sell electricity to utilities and other large commercial
customers largely under long-term power purchase agreements, which
seek to minimize exposure to changes in commodity prices.
Atlantic Power's power generation projects in operation have an
aggregate gross electric generation capacity of approximately 2,138
megawatts ("MW") in which its aggregate ownership interest is
approximately 1,500 MW. The Company's current portfolio
consists of interests in twenty-three operational power generation
projects across nine states in the United
States and two provinces in Canada.
Atlantic Power's common shares trade on the New York Stock
Exchange under the symbol AT and on the TSX under the symbol
ATP. For more information, please visit the Company's website
at www.atlanticpower.com or contact:
Atlantic Power Corporation
Investor Relations
(617) 977-2700
info@atlanticpower.com
Copies of the Company's financial data and other publicly filed
documents are filed on SEDAR at www.sedar.com or on EDGAR at
www.sec.gov/edgar.shtml under "Atlantic Power Corporation" or on
the Company's website.
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Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news release may constitute
forward-looking information or forward-looking statements within
the meaning of applicable securities laws (collectively,
"forward-looking statements"), which reflect the expectations of
management regarding the future growth, results of operations,
performance and business prospects and opportunities of the Company
and its projects. These statements, which are based on
certain assumptions and describe the Company's future plans,
strategies and expectations, can generally be identified by the use
of the words "may," "will," "project," "continue," "believe,"
"intend," "anticipate," "expect" or similar expressions that are
predictions of or indicate future events or trends and which do not
relate solely to present or historical matters. Examples of
such statements in this press release include, but are not limited,
to statements with respect to the following:
- the expiration of the Offer;
- the timing of the take up and payment for Debentures deposited
to the Offer; and
- the Company's objectives, plans, goals, strategies, future
growth, results of operations, financial and operating performance
and business prospects and opportunities.
Forward-looking statements involve significant risks and
uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such
performance or results will be achieved. Please refer to the
factors discussed under "Risk Factors" and "Forward-Looking
Information" in the Company's periodic reports as filed with the
U.S. Securities and Exchange Commission (the "SEC") from time to
time for a detailed discussion of the risks and uncertainties
affecting the Company, including, without limitation, the outcome
or impact of the Company's business plan, including the objective
of enhancing the value of its existing assets through optimization
investments and commercial activities, de-levering its balance
sheet to improve its cost of capital and ability to compete for new
investments, and utilizing its core competencies to create
proprietary investment opportunities, and the Company's ability to
raise additional capital for growth and/or debt reduction, and the
outcome or impact on the Company's business of any such actions.
Although the forward-looking statements contained in this
news release are based upon what are believed to be reasonable
assumptions, investors cannot be assured that actual results will
be consistent with these forward-looking statements, and the
differences may be material. These forward-looking statements
are made as of the date of this news release and, except as
expressly required by applicable law, the Company assumes no
obligation to update or revise them to reflect new events or
circumstances. The Company's ability to achieve its
longer-term goals, including those described in this news release,
is based on significant assumptions relating to and including,
among other things, the general conditions of the markets in which
it operates, revenues, internal and external growth opportunities,
its ability to sell assets at favorable prices or at all and
general financial market and interest rate conditions. The
Company's actual results may differ, possibly materially and
adversely, from these goals.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection
with the proposed transaction, Atlantic Power will file with the
SEC a Tender Offer Statement under Section 13(e)(1) of the
Securities Exchange Act of 1934, as amended (the "Tender
Offer Statement"). This communication is not intended to be,
and is not, a substitute for such filings or any other document
that Atlantic Power may file with the SEC in connection with the
Offer. Investors and security holders are urged to read the
Tender Offer Statement and its exhibits regarding the proposed
transaction when it becomes available, because it will contain
important information that you should consider before making any
decision regarding the Offer. You may obtain a free copy of
the Tender Offer Statement and its exhibits and other related
documents filed by Atlantic Power with the SEC at the SEC's website
at www.sec.gov, or from Atlantic Power's website at
www.atlanticpower.com, or from the depositary, Computershare Trust
Company of Canada, at
1-800-564-6253 (toll-free in North
America) or at 1-514-982-7555 (collect call outside
North America) or by e-mail at:
corporateactions@computershare.com.
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SOURCE Atlantic Power Corporation