CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$25,000,000
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$3,245
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(1)
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Calculated solely for the purposes of determining the filing fee based upon a transaction value of $25,000,000, an aggregate
of up to 12,820,512 common shares at a purchase price of not more than $2.20 and not less than $1.95 per share in cash.
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(2)
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, equals $129.80 for each $1,000,000 of the value of the transaction.
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Not applicable.
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Filing Party:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Date Filed:
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Not applicable.
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o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the statement relates:
o
third-party tender offer subject to Rule 14d-1.
ý issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the
offer (the "Offer") by Atlantic Power Corporation, a British Columbia corporation (the "Company"), to
holders of its common shares, no par value (together with the purchase rights associated with such common shares, the "Common Shares"), to purchase up
to an aggregate amount of $25,000,000 of such Common Shares for cash at a price of not more than US$2.20 per Common Share and not less than US$1.95 per Common Share (subject to any applicable
withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2020, and accompanying Issuer Bid Circular (the
"Offer and Circular"), and the related Letter of Transmittal and Notice of Guaranteed Delivery, copies of which are attached to this Schedule TO
as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively, and which, collectively, as amended or supplemented from time to time, constitute the "Offer
Documents".
The
Offer will commence on March 25, 2020 and expire at 5:00 p.m. (Toronto time) on April 30, 2020, unless extended, varied or withdrawn by the Company.
This
Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All of the information set forth in the Offer and Circular is incorporated herein by reference in response to Items 1 through 11
of this Schedule TO in addition to the information specifically provided or incorporated by reference herein. All capitalized terms used but not specifically defined in this Schedule TO
shall have the meanings given to such terms in the Offer and Circular.
Item 1. Summary Term Sheet
The information set forth in the Offer and Circular under the following caption is incorporated herein by reference:
"Summary"
Item 2. Subject Company Information
(a) The
information set forth in the Offer and Circular under the following caption is incorporated herein by reference: "Issuer Bid Circular—Atlantic Power
Corporation"
(b) The
information set forth in the Offer and Circular under the following captions is incorporated herein by reference:
"Offer
to Purchase—The Offer"
"Issuer
Bid Circular—Authorized Capital"
(c) The
information set forth in the Offer and Circular under the following captions is incorporated herein by reference:
"Summary"
"Issuer
Bid Circular—Authorized Capital"
"Issuer
Bid Circular—Price Range of Common Shares"
Item 3. Identity and Background of Filing Person
(a) This
is an issuer tender offer wherein the Company is the filing person and the subject company. The information set forth in Item 2(a) above is incorporated
herein by reference.
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Item 4. Terms of the Transaction
(a)(1) The information set forth in the Offer and Circular under the following captions is incorporated herein by reference:
"Summary"
"Offer
to Purchase—The Offer"
"Offer
to Purchase—Manner and Time of Acceptance"
"Offer
to Purchase—Procedure for Depositing Common Shares"
"Offer
to Purchase—Withdrawal Rights"
"Offer
to Purchase—Conditions of the Offer"
"Offer
to Purchase—Extension and Variation of the Offer"
"Offer
to Purchase—Taking Up and Payment for Deposited Common Shares"
"Offer
to Purchase—Treatment of Common Shares Not Deposited under the Offer"
"Offer
to Purchase—Other Terms"
"Issuer
Bid Circular—Acceptance for Payment and Payment for the Common Shares"
"Issuer
Bid Circular—United States Federal Income Tax Considerations"
(a)(2)
Not applicable.
(b) The
information set forth in the Offer and Circular under the following caption is incorporated herein by reference:
"Issuer
Bid Circular—Interest of Directors and Officers and Transactions and Arrangements Concerning Common Shares"
Item 5. Past Contracts, Transactions, Negotiations and Agreements
(e) The
information set forth in the Offer and Circular under the following captions is incorporated herein by reference:
"Summary"
"Issuer
Bid Circular—Interest of Directors and Officers and Transactions and Arrangements Concerning Common Shares"
The Company has entered into the following plans and agreements in connection with its Common Shares:
Amended
and Restated Shareholder Rights Plan Agreement, dated effective as of June 19, 2019, between Atlantic Power Corporation and Computershare Investor Services, Inc.,
which includes the Form of Right Certificate as Exhibit A, filed as Exhibit (d)(4) to this Schedule TO.
Deferred
Share Unit Plan, dated as of April 24, 2007 of Atlantic Power Corporation, filed as Exhibit (d)(5) to this Schedule TO.
Sixth
Amended and Restated Long-Term Incentive Plan of the Company, filed as Exhibit (d)(6) to this Schedule TO.
Transition
Equity Grant Participation Agreement between Atlantic Power Services, LLC and James J. Moore, Jr., dated as of January 22, 2015, filed as Exhibit (d)(7)
to this Schedule TO.
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Amendment
to Transition Equity Grant Participation Agreement between Atlantic Power Services, LLC and James J. Moore, Jr., dated as of January 23, 2019, filed as
Exhibit (d)(8) to this Schedule TO.
The Company has entered into the following plans and agreements with respect to its other securities:
Trust
Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of December 17, 2009, between Atlantic Power Corporation and Computershare Trust
Company of Canada, filed as Exhibit (d)(1) to this Schedule TO.
Fifth
Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of December 11, 2012, among Atlantic Power
Corporation, Computershare Trust Company of Canada and Computershare Trust Company, N.A., filed as Exhibit (d)(2) to this Schedule TO.
Seventh
Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of January 29, 2018, among Atlantic Power
Corporation, Computershare Trust Company of Canada and Computershare Trust Company, N.A., filed as Exhibit (d)(3) to this Schedule TO.
Except
for such agreements, there are no agreements, arrangements or understandings (including with respect to the transfer of voting securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies consents or authorizations) whether or not legally enforceable, between any person
identified in Item 3 of this Schedule TO and any other person with respect to any of the securities of the Company (including any securities that are pledged or otherwise subject to a
contingency, the occurrence of which would give another person the power to direct the voting or disposition of the Common Shares).
Item 6. Purposes of the Transaction and Plans or Proposals
(a) The
information set forth in the Offer and Circular under the following captions is incorporated herein by reference:
"Issuer
Bid Circular—Purpose and Effect of the Offer"
(b) Common
Shares taken up and paid for by the Company in the Offer will be cancelled.
(c) The
information set forth in the Offer and Circular under the following caption is incorporated herein by reference: "Issuer Bid Circular—Purpose and Effect
of the Offer"
Item 7. Source and Amount of Funds or Other Consideration
(a) The
information set forth in the Offer and Circular under the following captions is incorporated herein by reference:
"Offer
to Purchase—The Offer"
"Issuer
Bid Circular—Purpose and Effect of the Offer"
"Issuer
Bid Circular—Source of Funds"
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(b)
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Not
applicable.
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(d)
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Not
applicable.
Item 8. Interest in Securities of the Subject Company
(a) Securities Ownership. The information set forth in the Offer and Circular under the following caption is
incorporated herein by reference:
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"Issuer
Bid Circular—Interest of Directors and Officers and Transactions and Arrangements Concerning Common Shares"
(b) Securities Transactions. The information set forth in the Offer and Circular under the following caption is
incorporated herein by reference:
"Issuer
Bid Circular—Previous Purchases and Sales of Securities"
"Issuer
Bid Circular—Previous Distribution of Common Shares"
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
(a) The
information set forth in the Offer and Circular under the following caption is incorporated herein by reference:
"Issuer
Bid Circular—Depositary"
"Issuer
Bid Circular—Fees and Expenses"
(b) Not
applicable.
Item 10. Financial Statements
(a) Financial Information. The Company does not believe it is required to include financial information due to
the fact that this information is not considered material because, among other reasons, the consideration offered in the Offer consists solely of cash, there is no financing condition and the Company
is a public reporting company.
(b) Pro Forma Information. The Company does not believe it is required to include pro forma information due to
the fact that this information is not considered material because, among other reasons, the consideration offered in the Offer consists solely of cash, there is no financing condition and the Company
is a public reporting company.
Item 11. Additional Information
(a) The
information set forth in the Offer and Circular under the following caption is incorporated herein by reference:
"Issuer
Bid Circular—Previous Purchases and Sales of Securities"
"Issuer
Bid Circular—Previous Distribution of Common Shares"
"Issuer
Bid Circular—Certain Legal Matters; Regulatory Approvals"
(c) The
information set forth in the Offer and Circular under the following caption is incorporated herein by reference:
"Issuer
Bid Circular—Additional Information"
Item 12. Exhibits
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Exhibit
Number
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Description
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(d)(1)
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Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of December 17, 2009,
between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to the Company's registration statement on Form 10-12B filed on April 13, 2010).
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(d)(2)
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Fifth Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures,
dated as of December 11, 2012, among Atlantic Power Corporation, Computershare Trust Company of Canada and Computershare Trust Company, N.A. (incorporated by reference to the Company's Current Report on Form 8-K filed on December 11,
2012).
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(d)(3)
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Seventh Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated
Debentures, dated as of January 29, 2018, among Atlantic Power Corporation, Computershare Trust Company of Canada and Computershare Trust Company, N.A. (incorporated by reference to the Company's Current Report on Form 8-K filed on
January 29, 2018).
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(d)(4)
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Amended and Restated Shareholder Rights Plan Agreement, dated effective as of June 19, 2019, between Atlantic Power
Corporation and Computershare Investor Services, Inc., which includes the Form of Right Certificate as Exhibit A (incorporated by reference to the Company's Current Report on Form 8-K filed on June 20, 2019).
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(d)(5)
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Deferred Share Unit Plan, dated as of April 24, 2007 of Atlantic Power Corporation (incorporated by reference to the
Company's registration statement on Form 10-12B filed on April 13, 2010).
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(d)(6)
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Sixth Amended and Restated Long-Term Incentive Plan (incorporated by reference to the Company's Current Report on
Form 8-K filed on January 24, 2019).
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(d)(7)
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Transition Equity Grant Participation Agreement between Atlantic Power Services, LLC and James J. Moore, Jr., dated
January 22, 2015 (incorporated by reference to the Company's Current Report on Form 8-K filed on January 23, 2015).
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(d)(8)
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Amendment to Transition Equity Grant Participation Agreement between Atlantic Power Services, LLC and James J.
Moore, Jr., dated as of January 23, 2019 (incorporated by reference to the Company's Current Report on Form 8-K filed on January 24, 2019).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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ATLANTIC POWER CORPORATION
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Date: March 25, 2020
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By:
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/s/ JAMES J. MOORE, JR.
Name: James J. Moore, Jr.
Title: President and Chief Executive Officer
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INTRODUCTORY STATEMENT
SIGNATURE
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