DEDHAM, Mass., May 14, 2021 /CNW/ -- Atlantic Power Corporation
(NYSE: AT) (TSX: ATP) ("Atlantic Power"), announced today the
closing ("Closing") of its previously announced transaction with
affiliates of infrastructure funds managed by I Squared Capital
Advisors (US) LLC (the "Transaction"). In connection with the
Transaction:
- All of the common shares of Atlantic Power ("Common Shares")
were acquired for US$3.03 in cash per
Common Share (less applicable withholdings).
- All of the preferred shares of Atlantic Power Preferred Equity
Ltd. ("APPEL") were acquired by APPEL for C$22.00 in cash per preferred share (less
applicable withholdings).
- Atlantic Power Limited Partnership's ("APLP") 5.95% medium term
notes due June 23, 2036 ("MTNs") were
redeemed for consideration equal to 106.071% of the principal
amount of MTNs outstanding, plus accrued and unpaid interest on the
MTNs up to, but excluding, the closing date of the Transaction.
Holders of MTNs that delivered a written consent to the previously
disclosed amendments to the trust indenture governing the medium
term notes prior to 5:00 p.m.
(Toronto time) on March 16, 2021 also received a consent fee equal
to 0.25% of the principal amount of MTNs held by such holders.
- Atlantic Power's 6.00% Series E Convertible Unsecured
Subordinated Debentures due January 31,
2025 (the "Convertible Debentures") have been defeased
effective as of Closing, as described below.
As previously announced, holders of Convertible Debentures that
converted their Convertible Debentures during the period beginning
on April 30, 2021 and ending at
4:00 p.m. (Toronto time) on May
11, 2021 (the "Conversion Deadline") participated in the
Transaction as holders of underlying Common Shares and will receive
US$3.03 per underlying Common Share
(including Common Shares issuable on account of the Make Whole
Premium (as defined in the trust indenture governing the
Convertible Debentures)), together with accrued interest paid in
Canadian dollars up to, but excluding, the date of conversion. All
Convertible Debentures that were not converted prior to the
Conversion Deadline were defeased (the "Defeasance").
Notwithstanding the Defeasance, any holder of Convertible
Debentures who converts their Convertible Debentures during the
period beginning today and ending at 5:00
p.m. (Toronto time) on
June 14, 2021 (the "Make Whole
Conversion Period"), will also be entitled to receive the Make
Whole Premium. The Convertible Debentures are no longer convertible
into Common Shares and holders are entitled to receive C$3.72 in lieu of each Common Shares previously
issuable on a conversion (including any Common Shares otherwise
issuable on account of the Make Whole Premium if converted within
the Make Whole Conversion Period). Any Convertible Debentures which
remain outstanding following the expiry of the Make Whole
Conversion Period will continue to receive interest at a rate of
6.00% per annum, payable semi-annually in arrears up to but
excluding, and the repayment of principal upon, the date of
redemption of the Convertible Debentures at par on January 31, 2023.
In connection with the Transaction (i) the Common Shares will be
de-listed from the TSX and the NYSE, (ii) the preferred shares of
APPEL will be de-listed from the TSX, and (iii) the Convertible
Debentures will be de-listed from the TSX, in each case shortly
following Closing. Atlantic Power, APPEL and APLP intend to apply
to Canadian securities regulators to cease being reporting issuers
and Atlantic Power also intends to file to deregister under the
U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Registered common shareholders of Atlantic Power and preferred
shareholders of APPEL are reminded that they must properly
complete, sign and return the letter of transmittal, along with
their share certificate(s) (if any), to Computershare Trust Company
of Canada, as depositary, in order
to receive the consideration they are entitled to under the
Transaction. Non-registered securityholders of Atlantic Power and
its subsidiaries will receive the consideration they are entitled
to under the Transaction through the intermediary in whose name
their securities are registered.
About Atlantic Power
Atlantic Power is an independent power producer that owns power
generation assets in eleven states in the
United States and two provinces in Canada. The Company's generation projects sell
electricity and steam to investment-grade utilities and other
creditworthy large customers predominantly under long–term power
purchase agreements that have expiration dates ranging from 2021 to
2043. The projects are diversified by geography, fuel type,
technology, dispatch profile and offtaker (customer). Approximately
75% of the projects in operation are 100% owned and directly
operated and maintained by the Company. The Company has expertise
in operating most fuel types, including gas, hydro, and biomass,
and it owns a 40% interest in one coal project.
Copies of the Company's financial data and other publicly filed
documents are available 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.
About I Squared Capital
I Squared Capital is an independent global infrastructure
investment manager focusing on energy, utilities, digital
infrastructure, transport and social infrastructure in the
Americas, Europe and Asia. Headquartered in Miami, the firm has over $27 billion in assets under management and
offices in Hong Kong, London, New Delhi,
New York and Singapore.
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
"plans", "expects", "does not expect", "is expected", "budget",
"estimates", "forecasts", "targets", "intends", "anticipates" or
"does not anticipate", "believes", "outlook", "objective", or
"continue", or equivalents or variations, including negative
variations, of such words and phrases, or state that certain
actions, events or results, "may", "could", "would", "should",
"might" or "will" be taken, occur or be achieved. Examples of such
statements in this news release include, but are not limited to,
statements with respect to the payment of consideration to
securityholders of Atlantic Power and its subsidiaries in
connection with the Transaction, the delisting of the Company's and
APPEL's securities from the TSX and NYSE (as applicable), the
Company's and its subsidiaries' intentions to apply to cease to be
reporting issuers in Canada and
the Company's intention to deregister under the Exchange Act, and
the redemption of the Convertible Debentures.
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. 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.
Contacts:
For Atlantic Power
Atlantic Power Corporation
Investor Relations
+1 (617) 977-2700
info@atlanticpower.com
For I Squared Capital
Andreas Moon, Managing Director and
Head of Investor Relations
andreas.moon@isquaredcapital.com
+1 (786) 693-5739
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SOURCE Atlantic Power Corporation