Atlantic Power Corporation Announces Closing of Public Offering of
Extendible Convertible Unsecured Subordinated Debentures on a
Bought Deal Basis
BOSTON, Dec. 11, 2012
/PRNewswire/ -- Atlantic Power Corporation (NYSE: AT) (TSX:
ATP) (the "Company" or "Atlantic Power") announced today the
closing of its underwritten public offering, on a bought deal
basis, in each of the provinces and territories of Canada, except the Province of Quebec (the "Offering"), of C$100 million aggregate principal amount of
series D extendible convertible unsecured subordinated debentures
(the "Debentures") at a public offering price of C$1,000 per Debenture.
The Company intends to use the net proceeds from the Offering to
fund the acquisition of all of the outstanding shares of capital
stock of Ridgeline Energy Holdings, Inc. (the "Acquisition") and to
fund certain working capital commitments and acquisition expenses
related to Ridgeline Energy Holdings, Inc.
The Debentures will have an initial maturity date of
March 31, 2013 which will
automatically be extended to December 31,
2019 upon the closing of the Acquisition. If the Acquisition
does not close by March 31, 2013 (the
"Initial Maturity Date") or is earlier terminated, the Company will
be required to repay the Debentures within three business days of
the Initial Maturity Date. The Debentures will bear interest at a
rate of 6.00% per year, and will be convertible into common shares
of the Company ("Common Shares") at an initial conversion price of
C$14.50 per Common Share, being a
ratio of approximately 68.9655 Common Shares per C$1,000 principal amount of Debentures (subject
to customary adjustments). The Company received net proceeds from
the Offering, after deducting the underwriting fee and expenses
related to the Offering, of approximately C$95.5 million. TD
Securities and BMO Capital Markets acted as joint bookrunners with
respect to the Offering.
The Debentures were distributed pursuant to a prospectus
supplement dated December 3, 2012 to
the Company's short form base shelf prospectus dated August 17, 2012 in each of the provinces and
territories of Canada, other than
the Province of Quebec, and
pursuant to a shelf registration statement on Form S-3 filed with
the United States Securities and Exchange Commission (the "SEC")
and related prospectus supplement. A copy of the Canadian
prospectus supplement and accompanying short form base shelf
prospectus relating to the Offering may be obtained upon request by
contacting TD Securities Inc., Attn: Symcor, NPM (Email:
sdcconfirms@td.com, Tel: (289) 360-2009) or BMO Capital Markets,
Attn: Mississauga Distribution Centre C/O The Data Group of
Companies (Email: draposo@datagroup.ca, Tel: (905) 696-8884 x4222);
and a copy of the U.S. prospectus supplement relating to the
offering of Debentures may be obtained upon request from TD
Securities (USA) LLC, Attn:
David Chepauskas (31 West 52nd St.,
New York, NY 10019, Tel: (212)
827-7392) or BMO Capital Markets, Attn: Equity Syndicate (3 Times
Square, 27th Floor, New York, NY
10036, Tel: (800) 414-3627, Email: bmoprospectus@bmo.com).
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 an approximately 300 MW wind project under construction
in Oklahoma, which is expected to
achieve commercial operation later this year and a 53 MW biomass
project under construction in Georgia, which is expected to achieve
commercial operation in the first quarter of 2013. 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
$1.3 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
Forward-Looking Statements
This news release may include "forward-looking statements"
within the meaning of the U.S. federal securities laws and
"forward-looking information", as such term is used in Canadian
securities laws (referred to as "forward-looking statements").
These forward-looking statements can generally be identified by the
use of the words "outlook," "objective," "may," "will," "should,"
"could," "would," "plan," "potential," "estimate," "project,"
"continue," "believe," "intend," "anticipate," "expect," "target"
or the negatives of these words and phrases or similar expressions
that are predictions of or indicate future events or trends and
which do not relate solely to present or historical matters. In
particular, Atlantic Power's intentions regarding the use of the
proceeds from the Offering as described above constitute
forward-looking statements. Forward-looking statements reflect
Atlantic Power's current expectations regarding future events and
speak only as of the date of this news release. These
forward-looking statements are based on a number of assumptions
which may prove to be incorrect. The intended use of proceeds from
the Offering may change from that described herein. The completion
of the Acquisition is subject to, among other things, customary
closing conditions, including payment of the total consideration
and the receipt of all necessary regulatory approvals.
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
filings Atlantic Power makes from time to time with the SEC and
Canadian securities regulators and as set forth in the Canadian and
U.S. prospectus supplements and accompanying prospectuses. Atlantic
Power's business is both competitive and subject to various risks.
Although the forward-looking statements contained in this news
release are based upon what Atlantic Power believes 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. Therefore, investors are urged
not to place undue reliance on Atlantic Power's forward-looking
statements. These forward-looking statements are made as of the
date of this news release and, except as expressly required by
applicable law, Atlantic Power assumes no obligation to update or
revise them to reflect new events or circumstances.
SOURCE Atlantic Power Corporation