Atlantic Power Corporation Announces Agreement to Acquire Ridgeline
Energy Holdings, Inc.
BOSTON, Nov. 16, 2012 /PRNewswire/ -- Atlantic Power
Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power" or the
"Company") today announced that it has entered into an agreement
with Veolia Environnement SA ("Veolia") to acquire all of the
outstanding shares of Ridgeline Energy Holdings, Inc. ("Ridgeline
Energy" or "Ridgeline"), currently a wholly-owned subsidiary of
Eolfi SA, a European renewable power development company majority
owned by Veolia (the "Acquisition").
"The Acquisition will add interests in three wind projects
totaling 150 net MW, two in operation and one completing
construction by year end," said Barry
Welch, President and CEO of Atlantic Power. "These
projects have 20-year and 25-year power purchase agreements
("PPAs") with investment grade off-takers, and are expected to
generate $9 to $12 million of
operating cash flow per year starting in 2013. In addition,
the Company will acquire Ridgeline's development pipeline, which
includes approximately 1,000 MW of solar and wind projects.
The Ridgeline team will add substantial experience in renewable
project acquisition, development, construction and asset management
to the Company. The Ridgeline acquisition strengthens our
ability to execute development stage projects which is one of our
target growth areas. It also complements our other growth area,
operating project acquisitions, as exemplified by the Capital Power
Income LP transaction completed a year ago. In combination
with cash flows from our existing diversified portfolio of assets,
these growth initiatives will continue to support our
dividend."
Ridgeline Energy currently has a wind and solar development
pipeline of more than 20 projects in the U.S. totaling
approximately 1,000 MW. Planned development expenditures in
2013 are focused on near-term opportunities where PPAs can be
obtained quickly, including solar sites where investment tax
credits remain available and construction could be completed as
early as the first quarter of 2014. Wind development
viability will depend on continued support from renewable portfolio
standards in more than 30 states and a possible extension of
production tax credits. While the amount of development
expenditures could vary significantly depending on ongoing progress
with the pipeline projects, the Company's current estimate is that
the net impact of those investments along with cash flow from the
operating projects will be approximately neutral in 2013 to 2015,
and significantly accretive thereafter.
The Acquisition will increase the Company's ownership interest
in the Rockland project to a 50%
managing member interest from 30%, and add a 12.5% interest in
Ridgeline's 125 MW Goshen North project. As part of the
acquisition of Ridgeline, the Company will also acquire 100% of
Meadow Creek, a 120 MW wind
project currently under construction in Idaho, with a commercial operation date
("COD") expected in December 2012.
As part of the Acquisition, Atlantic Power will integrate
Ridgeline's team of over 30 employees, which has a broad set of
competencies essential for the successful identification, resource
assessment, development (including permitting), construction and
operation of large-scale renewable power projects. Ridgeline
was responsible for developing Idaho's first utility scale wind project and
has successfully developed three additional wind projects totaling
325 MW, including Rockland and
Goshen North. As a part of
Atlantic Power, this team will also assist the Company in its
assessment and pursuit of other renewable acquisitions and in
managing Atlantic Power's growing renewable energy portfolio.
The total cost of the Acquisition will be approximately
$88 million, subject to working
capital adjustments. The Company currently intends to fund
the acquisition from the net proceeds of a planned issuance of
convertible debt.
The Acquisition is subject to approval from the Federal Energy
Regulatory Commission as well as other regulatory agencies.
In addition to customary closing conditions, the Acquisition
closing is subject to the Company obtaining financing and the
Meadow Creek project achieving
certain commercial operating milestones. The Acquisition is
expected to close on or before December 31,
2012.
For additional information, see the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
November 16, 2012.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which, or to any persons to whom, such offering, solicitation or
sale would be unlawful.
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. The Company's 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 2,117 MW, consisting of interests in 30 operational
power generation projects across 11 states and 2 provinces and also
an 84-mile, 500 kilovolt electric transmission line located in
California. In addition, the Company has a 53 MW biomass
project under construction in Georgia and an approximately 300 MW wind
project under construction in Oklahoma, both of which are expected to
achieve commercial operation later this year. Atlantic Power
also owns a majority interest in Rollcast Energy, a biomass power
plant developer in Charlotte, NC. Atlantic Power is
incorporated in British Columbia,
headquartered in Boston and has
offices in Chicago, Toronto, Vancouver and San
Diego.
The Company's corporate strategy is to increase the value of the
Company through accretive acquisitions in North American markets
while generating stable, contracted cash flows from its existing
assets to sustain its dividend payout to shareholders. The
Company's dividend is currently paid monthly at an annual rate of
Cdn$1.15 per share.
Atlantic Power has a market capitalization of approximately
$1.4 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 get
filed 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 forward-looking information as defined 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 the acquisition of Ridgeline and the future
growth, results of operations, performance and business prospects
and opportunities of the Company and its projects and other
matters. 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
"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. Examples of such
statements in this press release include, but are not limited, to
statements with respect to the following:
- The expectation that the Acquisition is significantly accretive
after 2015;
- The expectation that expenditures on Ridgeline's pipeline will
vary significantly based on ongoing progress with the pipeline
projects;
- The expectation that the projects acquired with Ridgeline will
generate $9 to $12 million a year in
operating cash flow starting in 2013;
- The expectations regarding the COD for Meadow Creek;
- The expectations regarding planned expenditures on Ridgeline's
pipeline as well as the viability of the solar and wind projects in
the pipeline;
- The expectation that closing conditions of the Ridgeline
acquisition will be met and the expectation that the Acquisition
will close on or before December 31,
2012;
- The expectations for the commercial operation by year-end of
the Company's Piedmont and
Canadian Hills projects; and
- The expectation that total consideration paid for the Ridgeline
acquisition will be approximately $88
million, subject to working capital adjustments, and will be
financed by issuing convertible debt.
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. A number of factors
could cause actual results to differ materially from the results
discussed in the forward-looking statements, including, but not
limited to, the factors discussed under "Risk Factors" in the
Company's periodic reports as filed with the Securities and
Exchange Commission and applicable securities regulatory
authorities in Canada from time to
time. 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. 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