- Filing of certain prospectuses and communications in connection with business combination transactions (425)
June 20 2011 - 4:16PM
Edgar (US Regulatory)
Filed by Atlantic Power Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Capital Power Income L.P.
Atlantic Power Corporations Commission File No: 001-34691
On June 20, 2011, Capital Power Corporation began using the following slides in presentations to employees:
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June update
CPILP Strategic Review Outcome
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Forward Looking Information 2 Certain
information in this presentation and in responses to questions contain
forward-looking information. Actual results could differ materially from
conclusions, forecasts or projections in the forward-looking information, and
certain material factors or assumptions were applied in drawing conclusions
or making forecasts or projections as reflected in the forward-looking
information. Please refer to the forward-looking information statement in
Capital Power Corporations press release dated June 20, 2011, which contains
additional information about the material factors and risks that could cause
actual results to differ materially from the conclusions, forecasts or projections
in the forward-looking information and the material factors or assumptions
that were applied in drawing a conclusion or making a forecast or projection
as reflected in the forward-looking information.
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3 CPILP
strategic review concludes
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Recap: the
CPILP strategic review 4 In October 2010, Capital Power Corporation (CPC) and
Capital Power Income LP (CPILP) announced a strategic review Phase 1. The
review looked at options for maximizing value for CPILP unitholders and CPC
shareholders. Some of the options considered: 100% sale of CPILP (Capital
Power would not participate) Spin-out of CPILP into a standalone company Sale
of CPCs interest and management agreement to a third-party Phase 2. The
first phase concluded that a 100% sale of CPILP was the best way to maximize
value for unitholder and shareholders. The second phase of the review was a
sales process. The sales process has resulted in transaction agreements,
announced today. However, if for any reason the transactions do not close, we
would expect to return to the other options evaluated in Phase 1
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CPILP strategic
review concludes with transaction agreements 5 Capital Power Corp. (CPC) to
acquire the Roxboro and Southport plants from CPILP Atlantic Power
Corporation (Atlantic) to acquire CPILP and its 18 facilities outside of
North Carolina Upon closing, CPILPs facilities outside of North Carolina
would become part of Atlantics generation fleet. CPILP unitholders would
receive a mix of cash and Atlantic common shares The proposed transactions
are supported by the Independent Directors of CPILP and the Boards of CPC and
Atlantic Conditions must be met in order for the transactions to occur,
including approval votes by CPILP unitholders and Atlantic shareholders
expected in Q4 2011 If the transactions proceed, closing is expected in late
2011.
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Benefits of the
proposed transactions 6 Beneficial for CPILP unitholders and CPC shareholders
CPILP unitholders receive cash and shares in a larger, stronger Atlantic; CPC
adds contracted generation capacity and receives capital to reinvest in
growth opportunities Secures ongoing employment for those who support CPILP
assets Atlantic is a well-established, financially strong, publicly-traded
and growing company. Atlantics successful track record includes both organic
growth and 8 acquisitions since its 2004 IPO Atlantic values and needs the
expertise of the teams that operate and support CPILP assets Focuses CPCs
resources and capital Continuing to grow CPCs generation portfolio in line
with business and financial strategies
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Who is Atlantic
Power? 7 Atlantic Power Corporation (TSX: ATP; NYSE: AT) owns and operates a
diverse fleet of power generation and infrastructure assets in the United
States. Headquartered in Boston, Atlantic is a well-established, growing
company. Learn more at: www.atlanticpower.com ~1,948 megawatts of generation
capacity of which 871 MW is owned by Atlantic Assets include: 12 facilities
in 9 states; 1 biomass project under construction; a 500 kV transmission line
in California; and a majority interest in a biomass project developer Long
term PPAs with utilities and large commercial customers Atlantic seeks to
sustain and grow cash flows from both existing assets and accretive
acquisitions. Atlantic has raised $800 million in financing and increased
distributions three times since its 2004 IPO
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A combined
Atlantic & CPILP 8 Larger and stronger; highly diversified asset base of
32 facilities; would become second largest publicly-listed power
infrastructure company on TSX. CEO Barry Welch will join our meeting after
the conclusion of the analyst and investor call Moresby Lake Williams Lake
Mamquam Frederickson Oxnard Naval Training Center North Island Naval Station
Greeley Manchief Calstock Kapuskasing Tunis North Bay Curtis Palmer Morris
Kenilworth Nipigon Lake Orlando Auberndale Pasco Koma Kulshan Path 15 Gregory
Selkirk Chambers Cadillac Idaho Wind Delta Person Piedmont Badger Creek Hydro
Coal Natural gas Biomass Transmission Wind Under Construction CPILP Plants
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What the
transactions would mean for employees (1/2) 9 If the transactions proceed:
Offers of employment will be made by Atlantic to all CPILP facility employees
except for those at Roxboro and Southport Atlantic also plans to make job
offers to a significant number of employees who support the CPILP assets
Atlantic has agreed to offer at least equivalent terms of employment Offers
would be made near expected closing in late 2011, and employee movements
would be effective at close
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What the transactions
would mean for employees (2/2) 10 If the transactions proceed: Other
employees not transferring will remain with CPC Capital Power will continue
to have a presence in Chicago, Boston, San Diego, Richmond and Toronto,
retaining employees at each location There will be no change for employees at
Roxboro and Southport, who remain with CPC, and no change for employees at
CPC plants CPC will support uninterrupted operation by providing transition
services to Atlantic for a period of time after the transactions close
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Next steps 11
Conditions must be met before the proposed transactions can close If the
transactions are approved by CPILP unitholders, Atlantic shareholders and
others, they are expected to close in late 2011 Between now and closing teams
will be working to: successfully complete the transaction approval process
develop and implement smooth transition plans provide ongoing communication
to employees. While the transactions are being approved, it is important to
remain focused on maintaining strong safety and operations performance
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12 Additional
details on what the proposed transactions would mean for employees
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Employment offers from Atlantic 13
Employment will be offered by Atlantic to all CPILP facility employees
outside North Carolina Atlantic will be bound by all existing Collective
Agreements; there will be no changes to the Collective Agreements Written
offers of employment will not be made until immediately prior to the
anticipated transaction closing date and would only take effect upon close of
the transaction Capital Power will work with Atlantic to ensure that
employees receive further information from Atlantic as it becomes available.
We are arranging visits for Atlantic representatives.
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Employment offers from Atlantic 14 Atlantic
will also make job offers to a significant number of employees who support
CPILP assets Atlantic needs support for the CPILP assets they are acquiring,
and values the expertise of Capital Powers employees The intent is for CPC
employees located where Atlantic has offices and who support CPILP assets to
receive offers of employment from Atlantic, and then transition to become
employees of Atlantic at closing This includes nearly all of the Chicago
staff (except for those retained by CPC), as well as a number of employees in
Toronto and Richmond.
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Capital Powers offices 15 Capital Power
will continue to have a presence in Chicago, Boston, San Diego, Richmond and
Toronto, retaining employees at each location In Chicago, CPC will have a
small team focused on business development and development engineering, and a
limited number of corporate support positions to support our US employees and
business development activity. In San Diego, Boston, Richmond and Toronto,
CPC will be focused on business development and supporting our assets as we
grow in those regions.
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Supporting a smooth transition 16 CPC will
support uninterrupted operation by providing transition services to Atlantic
Just as EPCOR provided services to Capital Power following the spin-off of
CPC, Capital Power will provide some services to Atlantic These services will
be phased-out as Atlantic completes the integration of CPILPs operations and
administration Transition services will include elements of accounting and financial
reporting, capital projects, treasury and tax services, invoicing, human
resources, and forwarding and migration of phone, e-mail and software, as
well as other items.
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17 Questions
& Answers
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Other Information 18 In connection with the
proposed transaction, Atlantic Power Corporation ("Atlantic Power")
plans to file with a registration statement on Form S-4 with the United
States Securities and Exchange Commission (SEC) that will include a joint
proxy statement/management circular of Atlantic Power and Capital Power
Income L.P. (CPILP) that will also constitute a prospectus of Atlantic
Power. Atlantic Power and CPILP will mail the joint proxy
statement/prospectus to their respective stock and unitholders. INVESTORS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
MATERIALS THAT MAY BE FILED WITH THE SEC WHEN THEY BECOMES AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint
proxy statement/prospectus, as well as other filings containing information
about Atlantic Power and CPILP, free of charge, at the website maintained by
the SEC at www.sec.gov at the website maintained by the Canadian Securities
Administrators ("CSA") at www.sedar.com or at Atlantic Power's website,
www.atlanticpower.com by writing Atlantic Power at the following: Atlantic
Power Corporation, 200 Clarendon Street, Floor 25, Boston, Massachusetts
02116, or telephoning Atlantic Power at (617) 977-2400. The respective
directors and executive officers of Atlantic Power and CPILP, and other
persons, may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Atlantic Powers'
directors and executive officers is available in its definitive proxy
statement filed with the SEC on May 2, 2011, and information regarding
CPILP's directors and executive officers is available in its Annual
Information Form filed on March 11, 2011 at www.sedar.com.These documents can
be obtained free of charge from the sources indicated above. Other
information regarding the interests of the participants in the proxy
solicitation will be included in the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC and CSA when they become available.
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, or
a solicitation of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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