BOSTON, Nov. 6, 2014 /PRNewswire/ -- Atlantic Power
Corporation (TSX: ATP) (NYSE: AT) (the "Company" or "Atlantic
Power") today announced that it intends to make a normal course
issuer bid ("NCIB") for the following series of its convertible
unsecured subordinated debentures:
a) the 6.25% convertible unsecured
subordinated debentures due March 15,
2017 (the "6.25% Cdn$67.4
Million Debentures") (TSX: ATP.DB.A);
b) the 5.6% convertible unsecured
subordinated debentures due June 30,
2017 (the "5.6% Cdn$80.5
Million Debentures") (TSX: ATP.DB.B);
c) the 5.75% convertible unsecured
subordinated debentures due June 30,
2019 (the "5.75% $130 Million
Debentures") (TSX: ATP.DB.U); and
d) the 6.0% convertible unsecured
subordinated debentures due December 31,
2019 (the "6.0% Cdn$100
Million Debentures") (TSX: ATP.DB.D).
All convertible debentures purchased under the NCIB will be
canceled.
Atlantic Power will enter into a pre-defined automatic
securities purchase plan ("ASPP") with its broker in order to
facilitate repurchases of its debentures under its NCIB. Under the
Company's ASPP, commencing November
11th, Atlantic Power's broker may repurchase
debentures under the NCIB at any time including without limitation
when the Company would ordinarily not be permitted to due to
regulatory restrictions or self-imposed blackout periods. Purchases
will be made by the Company's broker based upon the parameters
prescribed by the TSX and the terms of the parties' written
agreement. The ASPP will be put in place for the one-year period of
the NCIB. RBC Capital Markets has been appointed as the
broker of record for the Company's NCIB.
As of October 31, 2014, Atlantic
Power had outstanding:
a) Cdn$67,433,000 principal amount of the 6.25%
Cdn$67.4 Million Debentures;
b) Cdn$80,500,000 principal amount of the 5.6%
Cdn$80.5 Million Debentures;
c) $130,000,000 principal amount of the 5.75%
$130 Million Debentures; and
d) Cdn$100,000,000 principal amount of the 6.0%
Cdn$100 Million Debentures.
Under the NCIB, Atlantic Power's broker may purchase such
convertible debentures, representing 10% of the public float
thereof as of October 31, 2014, up to
the following limits:
|
Limit
on Purchases (Principal Amount)
|
|
Total Limit
(1)
|
Daily Limit
(2)
|
|
|
|
a) 6.25% Cdn$67.4 Million
Debentures
|
Cdn$6,738,300
|
Cdn$16,423
|
|
|
|
b) 5.6% Cdn$80.5 Million
Debentures
|
Cdn$8,050,000
|
Cdn$13,255
|
|
|
|
c) 5.75% $130 Million
Debentures
|
$13,000,000
|
$38,822
|
|
|
|
d) 6.0% Cdn$100 Million
Debentures
|
Cdn$10,000,000
|
Cdn$30,888
|
|
|
|
Notes:
|
1. Represents 10% of
the public float.
2. Represents 25% of
the 6 month Average Daily Trading Value ("ADTV"). The ADTV for the
6.25% Cdn$67.4 Million Debentures is $65,692; the ADTV for the 5.6%
Cdn$80.5 Million Debentures is $53,023; the ADTV for the 5.75% $130
Million Debentures is $155,291; and the ADTV for the 6.0% Cdn$100
Million Debentures is $123,555.
|
|
Atlantic Power believes that its convertible debentures may
trade in a range that may not fully reflect the value of the
convertible debentures. As a result, Atlantic Power believes
that the purchase of convertible debentures from time to time can
be undertaken at prices that make the acquisition of such
securities an appropriate use of Atlantic Power's available
funds. In addition, purchases under the NCIB may increase the
liquidity of the convertible debentures.
Atlantic Power intends to commence the NCIB on November 11, 2014. The NCIB will expire on
November 10, 2015 or such earlier
date as the Company completes its purchases pursuant to the
NCIB. All purchases made under the NCIB will be made through
the facilities of the TSX or other Canadian designated exchanges
and published marketplaces and in accordance with the rules of the
TSX at market prices prevailing at the time of purchase. The
actual amount of convertible debentures that may be purchased under
the NCIB is subject to, and cannot exceed the limits referred to
above.
About Atlantic Power
Atlantic Power owns and operates a diverse fleet of power
generation assets in the United
States and Canada. Atlantic Power's power generation
projects sell electricity to utilities and other large commercial
customers largely under long-term power purchase agreements, which
seek to minimize exposure to changes in commodity prices. Its
power generation projects in operation have an aggregate gross
electric generation capacity of approximately 2,945 MW in which its
aggregate ownership interest is approximately 2,024 MW. Its current
portfolio consists of interests in twenty-eight operational power
generation projects across eleven states in the United States and two provinces in
Canada.
Atlantic Power 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
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 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 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 "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 Company will enter into one or more pre-defined automatic
securities purchase plans with its broker from time to time during
the course of the NCIB to enable purchases of convertible
debentures under the NCIB to be made at times when Atlantic Power
would not ordinarily be permitted to, due to its self-imposed
internal blackout periods, insider trading rules, or otherwise,
subject to certain parameters;
- the Company will purchase up to 10% of the public float of its
outstanding convertible unsecured subordinated debentures;
- the Company believes that its convertible debentures may trade
in a range that may not fully reflect the value of the convertible
debentures;
- the Company believes that the purchase of convertible
debentures from time to time can be undertaken at prices that make
the acquisition of such securities an appropriate use of Atlantic
Power's available funds;
- that purchases under the NCIB may increase the liquidity of the
convertible debentures;
- the Company intends to commence the NCIB on November 11, 2014; and
- the NCIB will expire on November 10,
2015 or such earlier date as the Company completes its
purchases pursuant to the NCIB.
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
Securities and Exchange Commission from time to time for a detailed
discussion of the risks and uncertainties affecting the Company,
including, without limitation, the Company's ability to evaluate
and/or implement potential options, including asset sales or joint
ventures to raise additional capital for growth and/or potential
debt reduction, and the impact any such potential options may have
on the Company or the Company's stock price. 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.
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SOURCE Atlantic Power Corporation