Atlantic Power Corporation Announces Cdn$70 Million Offering of Convertible Unsecured Subordinated Debentures
January 22 2018 - 4:14PM
Atlantic Power Corporation (NYSE:AT) (TSX:ATP) (“Atlantic Power” or
the “Company”) announced today that it has entered into an
agreement with a syndicate of underwriters, led by RBC Capital
Markets, for the purchase by the underwriters of Cdn$70
million aggregate principal amount of 6.00% convertible
unsecured subordinated debentures due January 31, 2025 (the
“Debentures”). The Debentures will be convertible, at the
option of the holder, into common shares of Atlantic Power at a
conversion price of Cdn$4.20 per common share, being a ratio of
approximately 238.0952 common shares per Cdn$1,000 principal
amount of Debentures, subject to customary adjustments.
Atlantic Power has granted an over-allotment option to the
underwriters, exercisable at any time up to 30 days after
completion of the initial offering, to acquire up to Cdn$10.5
million aggregate principal amount of additional Debentures to
cover the underwriters’ over-allotment position as of the closing
date, if any.
Atlantic Power intends to file a prospectus
supplement to its short form base shelf prospectus dated December
19, 2017 with the securities commissions and other similar
regulatory authorities in each of the provinces and territories of
Canada and to its base prospectus dated December 19, 2017 with the
U.S. Securities and Exchange Commission (the “SEC”), containing
details relating to the issuance of the Debentures. The offering is
expected to close on or about January 29, 2018, subject to
customary closing conditions, including stock exchange
approvals.
Atlantic Power intends to use the net proceeds
from the offering of the Debentures to fund the redemption of all
of the Company’s 5.75% Series C convertible unsecured subordinated
debentures (current outstanding balance of US$42.5 million) that
mature on June 30, 2019 and have a par call date of June 30,
2017. The Company intends to use the remainder of the net
proceeds, if any, to fund the partial redemption of the Company’s
6.00% Series D extendible convertible unsecured subordinated
debentures (current outstanding balance of Cdn$81.0 million) that
mature on December 31, 2019 and have a par call date of December
31, 2017. The foregoing does not constitute a notice of
redemption or an obligation to issue a notice of redemption for
either the Series C or Series D debentures.
The Company has filed a registration statement
(including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the
Company has filed with the SEC, including the related prospectus
supplement, for more complete information about the Company and
this offering. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. In Canada, the Company has
filed a short form base shelf prospectus for the offering to which
this communication relates, and Canadian investors should read that
prospectus and other documents the Company has filed with Canadian
securities regulatory authorities, including the related prospectus
supplement, for more complete information about the Company and
this offering. You may get these documents for free under the
Company’s profile on SEDAR at www.sedar.com. Alternatively, you can
request that the applicable preliminary prospectus supplement (and
when available the applicable final prospectus supplement) relating
to this offering of Debentures be sent to you (free of charge) by
contacting, in Canada, RBC Capital Markets at RBC Wellington
Square, 8th Floor, 180 Wellington St. W., Toronto, Ontario, M5J
0C2; Attn: Distribution Centre (Phone: 416-842-5349; E-mail:
Distribution.RBCDS@rbccm.com) or, in the United States, RBC Capital
Markets at 3 World Financial Center, 200 Vesey Street, 8th Floor,
New York, New York, 10281; Attention: Equity Syndicate (Phone:
877-822-4089, Email: equityprospectus@rbccm.com).
About Atlantic Power
Atlantic Power owns and operates a diverse fleet
of power generation assets across nine states in the United States
and two provinces in Canada. The Company’s power generation
projects sell electricity to utilities and other large commercial
customers largely under long-term power purchase agreements
(“PPAs”), which seek to minimize exposure to changes in commodity
prices. The aggregate electric generating capacity of this
portfolio on a gross ownership basis is approximately 1,793
megawatts (“MW”), and on a net ownership basis is approximately
1,440 MW. Eighteen of the projects are currently operational,
totaling 1,633 MW on a gross ownership basis and 1,280 MW on a net
ownership basis. Four projects, all in Ontario, are not
operational, three due to revised contractual arrangements with the
offtaker and another, Tunis, has a forward-starting 15-year PPA
that will commence with the commercial operation of the plant
before June 2019. Eighteen of the power generation projects
are majority-owned and directly operated and maintained by the
Company.
Atlantic Power's common shares trade on the New
York Stock Exchange under the symbol AT and on the Toronto Stock
Exchange under the symbol ATP. For more information, please
contact:
Atlantic Power CorporationInvestor
Relations(617) 977-2700info@atlanticpower.com
Cautionary Note Regarding
Forward-Looking Statements
This news release may include forward-looking
statements within the meaning of the U.S. federal securities laws
and forward-looking information under Canadian securities laws
(referred to as "forward-looking statements"). These statements can
generally be identified by the use of the words “outlook,”
“objective,” “may,” “will,” “expect,” “intend,” “estimate,”
“anticipate,” “believe,” “should,” “plans,” “continue” or similar
expressions suggesting future outcomes or events. In particular,
statements regarding Atlantic Power's intention to complete the
offering and to use the proceeds as described above, as well as the
timing for the commencement of the Tunis contract, constitute
forward-looking statements. Forward-looking statements reflect
Atlantic Power's current expectations regarding future events and
speak only as of the date of this news release. These
forward-looking statements are based on a number of assumptions
which may prove to be incorrect. 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. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements,
including, but not limited to, the factors discussed under
“Cautionary Statement Regarding Forward-Looking Statements” and
”Risk Factors” in the filings Atlantic Power makes from time
to time with the SEC and Canadian securities regulators. Atlantic
Power's business is both competitive and subject to various risks.
Although the forward-looking statements contained in this news
release are based upon what Atlantic Power believes 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. Therefore, investors are urged
not to place undue reliance on Atlantic Power's forward-looking
statements. These forward-looking statements are made as of the
date of this news release and, except as expressly required by
applicable law, Atlantic Power assumes no obligation to update or
revise them to reflect new information, future events or
otherwise.
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