DEDHAM, Mass., April 29, 2021 /PRNewswire/ -- Atlantic Power
Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power" or the
"Company") announced today that it has cancelled the meeting of
holders of its 6.00% Series E convertible unsecured subordinated
debentures due January 31, 2025 (the
"Convertible Debentures") scheduled to be held on April 29, 2021 to consider the previously
announced proposed transaction among Atlantic Power, Atlantic Power
Preferred Equity Ltd., Atlantic Power Limited Partnership and
certain affiliates (collectively the "Purchasers") of
infrastructure funds managed by I Squared Capital Advisors (US) LLC
(the "Transaction"). The meeting was cancelled with the consent of
the Purchasers and the parties have mutually waived the condition
precedent to the Transaction that the holders of the Convertible
Debentures approve the Transaction. The parties are currently
targeting May 14, 2021 as the closing
date for the Transaction.
On closing of the Transaction (the "Closing"), Atlantic Power
intends to defease (the "Defeasance") all outstanding Convertible
Debentures in accordance with the terms of the trust indenture
governing the Convertible Debentures (the "Indenture").
Notwithstanding the Defeasance, any holder of Convertible
Debentures who converts their Convertible Debentures during the
period beginning 10 trading days prior to the Closing and ending 30
calendar days following the delivery of the change of control
notice under the Indenture (the "Make Whole Conversion Period"),
will be entitled to receive the Make Whole Premium (as defined in
the Indenture and calculated below). Assuming that the Closing
occurs on May 14, 2021 and the change
of control notice is delivered on Closing as is currently
anticipated, the Make Whole Conversion Period would open on
April 30, 2021 and close on
June 14, 2021.
As previously disclosed, the final Make Whole Premium will be
established based on the CAD/USD daily exchange rate as of the
11th trading day before the Closing Date, being the
trading day immediately preceding the opening of the Make-Whole
Conversion Period. Assuming that the CAD/USD daily exchange
rate on the 11th trading day before the Closing Date is
C$1.24=US$1.00, the Make Whole Premium would be 36.0962
common shares of Atlantic Power ("Common Shares") for each
C$1,000 in principal amount of
Convertible Debentures so converted, resulting in a conversion
ratio of approximately 274.1914 Common Shares for each C$1,000 principal amount of Convertible
Debentures so converted.
Holders of Convertible Debentures converting their Convertible
Debentures up to 4:00 p.m.
(Toronto time) on the third
trading day prior to the Closing (the "Conversion Deadline") will
participate in the Transaction as holders of underlying Common
Shares and will be entitled to receive US$3.03 per underlying Common Share (including
Common Shares issuable on account of the Make Whole Premium,
conditional upon the Closing occurring) together with accrued
interest paid in Canadian dollars up to, but excluding, the date of
conversion.
In connection with the Defeasance, and if Closing occurs (i)
Atlantic Power expects to de-list the Convertible Debentures from
the TSX and the Common Shares from the Toronto Stock Exchange (the
"TSX") and the New York Stock Exchange (the "NYSE"); (ii) Atlantic
Power intends to apply to Canadian securities regulators to cease
being a reporting issuer, or to be exempt from its reporting
obligations as a Canadian reporting issuer, and also intends to
file to deregister under the U.S. Securities Exchange Act of 1934;
(iii) the Convertible Debentures will no longer be convertible into
Common Shares and, if converted after the Conversion Deadline,
holders will be entitled to receive a cash amount equal to the
Canadian dollar equivalent (based on the exchange rate as of the
11th trading day before the Closing) of US$3.03 in lieu of each Common Share 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), representing approximately
C$3.76 per underlying Common Share
(assuming a CAD/USD daily exchange rate of C$1.24=US$1.00),
plus accrued and unpaid interest paid in Canadian dollars up to,
but excluding, the date of conversion; and (iv) except as otherwise
provided in the Indenture, 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 until, and the repayment of
principal upon, the redemption of the Convertible Debentures.
Following the Defeasance, the Convertible Debentures will be
redeemed at par on January 31,
2023.
The TSX has conditionally approved the voluntary delisting of
the Convertible Debentures from the TSX, with such delisting
expected to take effect shortly following Closing.
A notice and Q&A (the "Notice") has been prepared in
connection with the Defeasance and is expected to be publicly filed
on SEDAR and EDGAR and disseminated to holders of Convertible
Debentures following confirmation of today's CAD/USD exchange rate
and prior to the commencement of the Make Whole Conversion Period.
In addition to setting out the CAD/USD exchange rate that will be
used for purposes of calculating the Make Whole Premium (assuming
that Closing occurs as anticipated on May
14, 2021), the Notice will also set out additional details
of the Defeasance, including how holders of Convertible Debentures
can convert their Convertible Debentures in order to benefit from
the Make Whole Premium, and the risks and tax consequences
associated therewith.
The Transaction remains subject to the satisfaction or waiver of
certain conditions, including certain remaining third-party
consents and other customary closing conditions.
Questions concerning the Defeasance and how holders can convert
their Convertible Debentures in order to benefit from the Make
Whole Premium 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 Common Shares currently trade on the NYSE under
the symbol AT and on the TSX under the symbol ATP. The
Convertible Debentures currently trade on the TSX under the symbol
ATP.DB.E. 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, the
parties' intentions with respect to the Defeasance and its impact
on holders of Convertible Debentures and the delisting of the
Common Shares and 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