DEDHAM, Mass., April 7, 2021
/PRNewswire/ -- Atlantic Power Corporation (NYSE: AT) (TSX: ATP)
("Atlantic Power" or the "Company") announced that, at today's
special meetings of common shareholders ("Common Shareholders") of
Atlantic Power and preferred shareholders ("Preferred
Shareholders") of Atlantic Power Preferred Equity Ltd. ("APPEL"),
shareholders voted to approve the previously announced proposed
transaction among Atlantic Power, APPEL, Atlantic Power Limited
Partnership and certain affiliates (collectively the "Purchasers")
of infrastructure funds managed by I Squared Capital Advisors (US)
LLC (the "Transaction"). Upon closing of the Transaction, all
of the common shares of Atlantic Power ("Common Shares") will be
acquired for US$3.03 in cash per
Common Share (less applicable withholdings) and all of the
preferred shares of APPEL ("Preferred Shares") will be acquired for
C$22.00 in cash per Preferred Share
(less applicable withholdings).
The Transaction was approved by approximately 87% of the votes
cast by Common Shareholders (in excess of the required percentage
of votes cast of 662/3%) and approximately
74% of the votes cast by Preferred Shareholders (in excess of the
required percentage of votes cast of 662/3%).
In addition, approximately 78% of the votes cast by Preferred
Shareholders were voted in favor of the proposed continuance of
APPEL under the laws of the Province of British Columbia (in excess of the required
percentage of votes cast of 662/3%).
Additional details regarding the voting results from the meetings
will be filed on SEDAR and EDGAR.
Atlantic Power also announced today that the parties intend to
close the Transaction without the approval of the holders of the
Company's 6.00% Series E convertible unsecured subordinated
debentures due January 31, 2025 (the
"Convertible Debentures") since less than two-thirds of the votes
cast to date by holders of Convertible Debentures have been in
favor of the Transaction. Atlantic Power and the Purchasers are
currently working though the steps required to close the
Transaction without the approval of holders of Convertible
Debentures, while still offering the benefit of the "make whole
premium" contemplated by the indenture governing the Convertible
Debentures. Additional details will be provided once these steps
are substantially finalized.
In the interim, Atlantic Power, with the consent of the
Purchasers, is adjourning the meeting of holders of its Convertible
Debentures (the "Debentureholder Meeting") currently scheduled to
be held at 12:00 p.m. (Toronto time) on April
7, 2021 until 10:00 a.m.
(Toronto time) on April 15, 2021. Holders of Convertible Debentures
are urged to submit their proxies or voting instructions well in
advance of the revised proxy cut-off time of 10:00 a.m. (Toronto time) on April
13, 2021. Unless a sufficient number of Convertible
Debentures are voted in favor of the Transaction as currently
structured, it is expected that the adjourned Debentureholder
Meeting will be cancelled and the condition precedent to the
Transaction that the holders of the Convertible Debentures approve
the Transaction will be mutually waived.
At this time, the Transaction remains subject to the
satisfaction or waiver of certain conditions, including court
approval of the Transaction, certain remaining regulatory approvals
and third-party consents, approval of the Transaction by holders of
Convertible Debentures, and other customary closing conditions. As
previously disclosed, the Transaction has already received certain
required regulatory approvals, including an advance ruling
certificate from the Canadian Commissioner of Competition under the
Competition Act (Canada) on
February 5, 2021, the expiration of
the required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 on March 9,
2021, and the approval of the Federal Energy Regulatory
Commission on April 2, 2021. The
parties currently expect to close the Transaction in the second
quarter of 2021.
RBC Dominion Securities Inc. and Kingsdale Advisors have been
retained as joint solicitation agents in connection with the
Debentureholder Meeting. Questions concerning the Debentureholder
Meeting should be directed to RBC Dominion Securities Inc., by
telephone at 1-877-381-2099 (toll-free) or by email at
liability.management@rbccm.com, or to Kingsdale Advisors by
telephone at 1-866-229-8263 (toll free in North America) or 416-867-2272 (collect
outside North America), by
facsimile at 1-866-545-5580 or by email at
contactus@kingsdaleadvisors.com.
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 PPAs
that have expiration dates ranging from 2021 to 2043. The Company
seeks to minimize its exposure to commodity prices through
provisions in the contracts, fuel supply agreements and hedging
arrangements. 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.
Atlantic Power's 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 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 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.
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 whether the Transaction will close, the
anticipated timing of any such closing of the Transaction and the
timing and outcome of any Debentureholder Meeting, and the parties'
intentions with respect to the Convertible Debentures if the
Transaction is not approved by the required percentage of holders
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.
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SOURCE Atlantic Power Corporation