DEDHAM, Mass., Dec. 20, 2017 /CNW/ -- Atlantic Power Corporation
(TSX: ATP) (NYSE: AT) (the "Company" or "Atlantic Power") and
Atlantic Power Preferred Equity Ltd ("APPEL") announced today that
the Toronto Stock Exchange ("TSX") has approved Atlantic Power's
renewal of its normal course issuer bid ("NCIB") for each of the
following series of the Company's convertible unsecured
subordinated debentures and its common shares and APPEL's renewal
of its NCIB for each of the following series of its preferred
shares (collectively, the "Public Securities"):
a) the
5.75% Series C Convertible Unsecured Subordinated Debentures due
June 30, 2019 (the "5.75%
US$42.5 Million Debentures") (TSX:
ATP.DB.U);
b) the 6.0%
Series D Extendible Convertible Unsecured Subordinated Debentures
due December 31, 2019 (the "6.0%
Cdn$81.0 Million Debentures") (TSX:
ATP.DB.D);
c) the
common shares (the "Common Shares") (TSX: ATP);
d) the 4.85%
Cumulative Redeemable Preferred Shares, Series 1 (the "Series 1
Preferred Shares") (TSX: AZP.PR.A);
e) the
Cumulative Rate Reset Preferred Shares, Series 2 (the "Series 2
Preferred Shares") (TSX: AZP.PR.B); and
f) the
Cumulative Floating Rate Preferred Shares, Series 3 (the "Series 3
Preferred Shares") (TSX: AZP.PR.C).
Atlantic Power and APPEL intend to commence their NCIBs on
December 29, 2017. The NCIBs
will expire on December 28, 2018 or
such earlier date as the Company and/or APPEL complete their
respective purchases pursuant to the NCIBs or terminate them at
their option. Under its current NCIB which expires
December 28, 2017, Atlantic Power has
purchased US$55,000 of its 5.75%
debentures at an average price of US$99.00; Cdn$27,000 of its 6.0% debentures at an average
price of Cdn$99.00; and 93,391 of its
common shares at an average price of Cdn$2.93. APPEL has purchased 250,000 of
its Series 1 Preferred Shares at an average price of Cdn$15.50.
Atlantic Power and APPEL believe that their Public Securities
may trade in ranges that may not fully reflect the value of the
Public Securities. As a result, Atlantic Power and APPEL
believe that the purchase of their Public Securities 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 NCIBs may increase
the liquidity of the Public Securities.
Atlantic Power and APPEL will enter into a pre-defined automatic
securities purchase plan ("ASPP") with their broker in order to
facilitate repurchases of their Public Securities under their
NCIBs. Under the ASPP, commencing December 29, 2017, the broker for Atlantic Power
and APPEL may repurchase their Public Securities under the NCIBs at
any time, including without limitation when the Company and APPEL
ordinarily would not be permitted to due to regulatory restrictions
or self-imposed blackout periods. Purchases will be made by
the broker based upon the parameters prescribed by the TSX and the
terms of the parties' written agreement. The ASPP will be in
place for the one-year period of the NCIBs. RBC Capital
Markets has been appointed as the broker of record for the
Company's and APPEL's NCIBs. All Public Securities purchased
under the NCIBs will be cancelled.
As of December 15, 2017, Atlantic
Power had outstanding:
a)
US$42,532,000 principal amount of the
5.75% US$42.5 Million Debentures;
b) Cdn$80,978,000 principal amount of the 6.0%
Cdn$81.0 Million Debentures; and
c)
115,211,976 outstanding Common Shares.
As of December 15, 2017, APPEL had
outstanding:
d) 4,750,000
outstanding Series 1 Preferred Shares;
e)
2,338,094 outstanding Series 2 Preferred Shares; and
f)
1,661,906 outstanding Series 3 Preferred Shares.
Under the NCIBs, the broker for Atlantic Power and APPEL may
purchase up to 10% of the public float of Atlantic Power's
convertible debentures and common shares and up to 5% of the amount
issued and outstanding of APPEL's preferred shares, determined as
of December 15, 2017, up to the
following limits:
|
Limit
on Purchases (Principal Amount)
|
|
Total Limit
(1)
|
Daily Limit
(2)
|
a) 5.75% $42.5 Million
Debentures
|
US$4,253,200
|
US$5,098
|
b) 6.0% Cdn$81.0 Million
Debentures
|
Cdn$8,097,800
|
Cdn$8,820
|
|
|
|
|
Limit on Purchases
(Number of Shares)
|
|
Total Limit
(3)
|
Daily Limit
(4)
|
c) Common Shares
|
11,308,946
|
11,789
|
d)
Series 1 Preferred Shares
|
237,500
|
1,000
|
e) Series 2 Preferred
Shares
|
116,904
|
1,000
|
f) Series 3 Preferred
Shares
|
83,095
|
1,000
|
|
|
|
Notes:
1. Represents 10% of the
public float. As of December 15, 2017, the public float of
the 5.75% US$42.5 Million Debentures was US$42,532,000; and the
public float of the 6.0% Cdn$81.0 Million Debentures was
$80,978,000.
2. Represents 25% of the
6-month Average Daily Trading Value ("ADTVA") on the TSX. The
ADTVA for the 5.75% US$42.5 Million Debentures is US$20,393; and
the ADTVA for the 6.0% Cdn$81.0 Million Debentures is
$35,283.
3. For the Common Shares,
represents 10% of the public float. For the Series 1
Preferred Shares, the Series 2 Preferred Shares and the Series 3
Preferred Shares, represents 5% of the amount issued and
outstanding. As of December 15, 2017, the public float of the
Common Shares was 113,089,462; the amount issued and outstanding of
the Series 1 Preferred Shares was 4,750,000; the amount issued and
outstanding of the Series 2 Preferred Shares was 2,338,094; and the
amount issued and outstanding of the Series 3 Preferred Shares was
1,661,906.
4. Represents the greater of
25% of the 6-month Average Daily Trading Volume ("ADTVO") on the
TSX or 1,000 shares. The ADTVO for the Common Shares is
47,158; the ADTVO for the Series 1 Preferred Shares is 2,299; the
ADTVO for the Series 2 Preferred Shares is 1,152; and the ADTVO for
the Series 3 Preferred Shares is 2,177.
|
All purchases made under the NCIBs 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. Common
share purchases under the NCIB may also be made on the New York
Stock Exchange ("NYSE") in compliance with rule 10b-18 under the U.S. Securities Exchange Act of
1934, as amended, or other designated exchanges and published
marketplaces in the U.S. in accordance with applicable regulatory
requirements. The ability to make certain purchases through
the facilities of the NYSE is subject to regulatory approval.
The actual amount of Public Securities that may be purchased under
the NCIBs 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 across nine states in the United States and two provinces in
Canada. The Company's power generation projects sell
electricity to utilities and other large commercial customers
largely under long-term power purchase agreements ("PPAs"), which
seek to minimize exposure to changes in commodity prices. The
aggregate electric generating capacity of this portfolio on a gross
ownership basis is approximately 1,793 megawatts ("MW"), and on a
net ownership basis is approximately 1,440 MW. Eighteen of
the projects are currently operational, totaling 1,633 MW on a
gross ownership basis and 1,280 MW on a net ownership basis.
The remaining four projects, all in Ontario, are not operational, three due to
revised contractual arrangements with the offtaker and the other,
Tunis, has a forward-starting
15-year PPA that will commence with the commercial operation of the
plant before June 2019. Eighteen of the power generation
projects are majority-owned and directly operated and maintained by
the Company. APPEL is an indirect wholly-owned subsidiary of
Atlantic Power.
Atlantic Power's common shares trade on the Toronto Stock
Exchange under the symbol ATP and on the New York Stock Exchange
under the symbol AT. 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
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 and APPEL believe that their Public Securities may
trade in a range that may not fully reflect the value of the Public
Securities;
- the Company and APPEL each believe that the purchase of its
Public Securities 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 NCIBs may increase the liquidity of
the Public Securities;
- the Company and APPEL will enter into one or more pre-defined
automatic securities purchase plans with their broker from time to
time during the course of the NCIBs to enable purchases of their
Public Securities under the NCIBs to be made at times when Atlantic
Power and APPEL ordinarily would not be permitted to, due to
self-imposed internal blackout periods, insider trading rules, or
otherwise, subject to certain parameters;
- the Company may purchase up to 10% of the public float of its
outstanding Public Securities and APPEL may purchase up to 5% of
the amount issued and outstanding of its Public Securities;
- the Company and APPEL intend to commence the NCIBs on
December 29, 2017; and
- the NCIBs will expire on December 28,
2018 or such earlier date as the Company and/or APPEL
complete their respective purchases pursuant to the NCIBs.
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. 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