BOSTON, Nov. 7, 2011 /PRNewswire/ -- Atlantic Power
Corporation (TSX: ATP) (NYSE: AT) ("Atlantic Power" or the
"Company"), a leading power and infrastructure company, and Capital
Power Income L.P. ("CPILP") today reported that Atlantic Power has
completed its previously announced acquisition of CPILP pursuant to
a court-approved plan of arrangement (the "Arrangement").
"We could not be more pleased to bring our first corporate
acquisition to close for our shareholders," said Barry Welch, President and CEO of Atlantic
Power. "Adding eighteen high quality projects, along with
experienced operations personnel with a stellar operating and
safety record to Atlantic Power's portfolio, provides a more
diversified base of operations and steady, contracted cash flows
that will support our dividend. Our portfolio now has an
average remaining PPA length of 9.1 years, our net generating
capacity has increased 143% to 2,116 MW, and we now have
approximately 300 employees throughout North America. In addition, the
acquisition strengthens our ability to execute our continued growth
plans by providing an extended footprint into Canada, as well as a strengthened U.S.
presence," said Mr. Welch.
The acquisition of CPILP is expected to be accretive to cash
flows. Atlantic Power also announced today an increase in its
dividend to Cdn$1.15/common share per
annum, which became effective as of November
5, 2011.
"With the close of the Capital Power Income L.P. acquisition, we
turn our attention to completing the integration of its assets and
people into Atlantic Power," said Mr. Welch. "We have planned and
executed detailed integration work plans over the last four months
to ensure a smooth day one transition. We also have a
transition services agreement in place with Capital Power
Corporation over the next 6 to 12 months in respect of certain
services to facilitate ongoing integration, but we anticipate that
our integration efforts thus far will minimize our reliance on
transition services. At the project level, we have had 100%
retention of the operations personnel and plant managers, and we
are building out our corporate level staff to enhance accounting,
finance, tax, operations, commercial and legal support across the
entire fleet of 30 generation facilities."
On Friday, November 4, 2011,
Atlantic Power closed its previously announced private offering of
US$460.0 million aggregate
principal amount of senior notes due 2018 (the "Notes") with a
coupon of 9.0%, at an issue price of 97.471% to fund a
portion of the cash component of the purchase price for its direct
and indirect acquisition of all limited partnership units of
CPILP.
"While debt and equity capital markets were less than ideal, our
marketing efforts in connection with the equity and debt offerings
expanded Atlantic's base of institutional investors, while
maintaining the strong support of our retail investors," said Mr.
Welch. "In the months since announcing the CPILP deal, we have not
taken our eyes off the acquisition and development market and we
hope to take advantage of that broadened base of support to deliver
additional accretive acquisitions to our shareholders."
Atlantic Power focuses on the North American market when
considering acquisition opportunities, and is opportunistic with
regards to fuel type and the geographical location of its targets.
Joint ventures with experienced renewables development
companies, with a pipeline of projects in early construction or
late-stage development, is one strategy that management uses for
sourcing projects to grow Atlantic Power's asset base.
Effect of Dividend Increase for Shareholders
For the month of November 2011,
Atlantic Power intends to pay a dividend of Cdn$.0953 per common share to shareholders of
record on the applicable record date, which represents a prorated
dividend for the month of November calculated by applying the
annual rate of Cdn$1.0944 per common
share for the period from November 1 to
November 4 and the annual rate of Cdn$1.15 per common share for the remainder of
November. For the month of December
2011, Atlantic intends to pay a dividend of Cdn$.0958 per common share to shareholders of
record on the applicable record date based on the increase to
the Company's annual dividend to Cdn$1.15 per common share.
CPILP Unitholder Election Results
Pursuant to the Arrangement, Atlantic directly and indirectly
acquired each outstanding limited partnership unit of CPILP in
exchange for Cdn$19.40 in cash ("Cash
Consideration") or 1.3 Atlantic Power common shares ("Share
Consideration") in accordance with elections and deemed elections
in accordance with the Arrangement.
As a result of the elections made by CPILP unitholders and
pro-ration in accordance with the Arrangement, those unitholders
who elected to receive Cash Consideration will receive in exchange
for each limited partnership unit of CPILP (i) cash equal to
approximately 73% of the Cash Consideration and (ii) Share
Consideration in respect of the remaining approximately 27% of the
consideration payable for the unit. Any limited partnership
units of CPILP not exchanged for cash consideration in accordance
with the Arrangement have instead been exchanged for Share
Consideration.
Atlantic Power will provide or make available a tax information
package to eligible unitholders that have indicated their intention
to file a tax election in respect of the disposition of their units
in accordance with the Arrangement.
Any questions or requests regarding consideration under the
Arrangement may be directed to the depositary for the Arrangement,
Computershare Investor Services Inc., at 1-800-564-6253 (toll-free
in North America) or by e-mail at
corporateactions@computershare.com. Former non-registered holders
of limited partnership units of CPILP should contact their broker
or other intermediary for details.
De-Listing of Limited Partnership Units of CPILP
De-listing of the limited partnership units of CPILP from the
Toronto Stock Exchange is expected to occur or about November 9, 2011. Atlantic Power common
shares trade on the New York Stock Exchange and the Toronto Stock
Exchange, under the symbols AT and ATP, respectively.
About Atlantic Power
Atlantic Power is a leading publicly traded, power generation
and infrastructure company with a well diversified portfolio of
assets in the United States and
Canada. Our power generation
projects sell electricity to utilities and other large commercial
customers under long-term power purchase agreements, which seek to
minimize exposure to changes in commodity prices. The net
generating capacity of the Company's projects is approximately
2,116 MW, consisting of interests in 30 operational power
generation projects across 11 states and 2 provinces, one 53 MW
biomass project under construction in Georgia, and an 84-mile, 500 kilovolt electric
transmission line located in California. Atlantic Power also owns a
majority interest in Rollcast Energy, a biomass power plant
developer with several projects under development. Atlantic
Power is incorporated in British
Columbia, headquartered in Boston and has offices in Chicago, Toronto, and Richmond, B.C.
Our corporate strategy is to generate stable cash flows from our
existing assets and to make accretive acquisitions to sustain our
dividend payout to shareholders, which is currently paid monthly at
an annual rate of Cdn$1.15 per share.
Atlantic Power has a market capitalization of approximately
$1.5 billion and trades 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
Amanda Wagemaker, Investor
Relations
(617) 977-2700
info@atlanticpower.com
Copies of 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
To the extent any statements made in this news release contain
information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended and under Canadian
securities law (collectively, "forward-looking statements").
Certain statements in this news release may constitute
"forward-looking statements", which reflect the expectations of
management regarding, among other things, the expected
benefits of the Arrangement, such as accretion, the integration of
CPILP, the payment of increased dividends, future growth, results
of operations, performance and business prospects and opportunities
of our Company and our projects. These statements, which are
based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use
of the words "may," "will," "project," "continue," "believe,"
"intend," "anticipate," "expect" or similar expressions that are
predictions of or indicate future events or trends and which do not
relate solely to present or historical matters. 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.
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. Important factors that could
cause actual results to differ materially from these expectations
include, among other things:
- the expectation that the acquisition of CPILP will be accretive
to cash flows;
- the possibility that the anticipated benefits and synergies
from the acquisition of CPILP cannot be fully realized or may take
longer to realize than expected;
- the possibility that costs or difficulties related to the
integration of Atlantic Power and CPILP operations will be greater
than expected;
- the ability of the combined company to retain and hire key
personnel and maintain relationships with customers, suppliers or
other business partners;
- the impact of legislative, regulatory, competitive and
technological changes;
- the risk that the credit ratings of the combined company may be
different from what Atlantic Power expects;
- the amount of distributions expected to be received from our
projects and our estimated net cash tax refunds;
- the expectation that the conditions of the Toronto Stock
Exchange to de-list the limited partnership units of CPILP will be
satisfied;
- no assurances can be made that the Company will pay dividends
at the level contemplated in the future or at all;
- the other risk factors relating to us and the power industry,
as detailed from time to time in our filings with the United States
Securities and Exchange Commission ("SEC") and/or Canadian
securities regulators and authorities,
and other risk and uncertainties affecting the Company, as
detailed from time to time in Atlantic Power's filings with the SEC
and/or Canadian securities regulators and authorities (including,
without limitation, the factors discussed under "Risk Factors" in
the Company's periodic reports from time to time and in the
management proxy circular and joint proxy statement of Atlantic
Power and CPILP dated September 28,
2011), and CPILP's filings on the SEDAR website at
www.sedar.com). 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. The
financial outlook information contained in this news release is
presented to provide readers with guidance on the cash
distributions expected to be received by the Company and to give
readers a better understanding of the Company's ability to pay its
current level of distributions into the future. Readers are
cautioned that such information may not be appropriate for other
purposes.
SOURCE Atlantic Power Corporation; Capital Power Income L.P.