- Required consents from medium term noteholders have been
obtained
- Convertible debentureholder meeting has been adjourned until
April 7, 2021
- Common shareholder and preferred shareholder meetings also to
be held on April 7, 2021
- Several key regulatory approvals have been obtained
DEDHAM, Mass., March 16, 2021 /PRNewswire/ -- Atlantic
Power Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power") and its
indirect, wholly-owned subsidiary, Atlantic Power Limited
Partnership ("APLP") today announced the successful completion of
APLP's previously announced consent solicitation process (the
"Consent Solicitation") with respect to certain proposed amendments
(the "Proposed Amendments") to the trust indenture (the "Note
Indenture") governing the 5.95% Medium Term Notes due June 23, 2036 (the "Notes") of APLP.
As reported by the tabulation agent for the Consent
Solicitation, holders of approximately 90% of the aggregate
principal amount of Notes outstanding have delivered valid consents
to the Proposed Amendments, exceeding the required consent
threshold of two-thirds (66⅔%) of the principal amount of the Notes
outstanding.
The Consent Solicitation was commenced in connection with the
previously announced arrangement agreement (the "Arrangement
Agreement") among Atlantic Power, APLP, Atlantic Power Preferred
Equity Ltd. ("APPEL"), and Tidal Power Holdings Limited and Tidal
Power Aggregator, L.P, each an affiliate of infrastructure funds
managed by I Squared Capital Advisors (US) LLC, pursuant
to which Atlantic Power's outstanding common shares and
convertible debentures, and the outstanding preferred shares and
medium term notes of certain of its subsidiaries, will be acquired
(the "Transaction").
The Proposed Amendments, which are more fully described in the
consent solicitation statement dated February 24, 2021 (the "MTN Solicitation
Statement"), will among other things, result in an amendment to the
Note Indenture to include a mandatory redemption obligation on the
part of APLP, conditional on closing of the Transaction, to redeem
all of the outstanding Notes for consideration equal to 106.071% of
the principal amount of Notes outstanding, plus the payment of
accrued and unpaid interest thereon up to, but excluding, the
closing date of the Transaction.
APLP intends to execute a supplemental indenture, as close as
reasonably practicable prior to the closing date of the
Transaction, in order to give effect to the Proposed Amendments.
Thereafter, all holders of Notes will be bound by the Proposed
Amendments, including holders that did not give their consent.
Subject to the terms and conditions set forth in the MTN
Solicitation Statement, and conditional on the closing of the
Transaction, APLP will pay holders who validly consented to the
Proposed Amendments on or prior to 5:00
p.m. (Toronto time) on
March 16, 2021 a consent fee equal to
0.25% of the principal amount of Notes held by such holders and in
respect of which a consent was validly delivered.
Atlantic Power also announced today that the meeting (the
"Debentureholder Meeting") of holders ("Debentureholders") of its
6.00% Series E convertible unsecured subordinated debentures due
January 31, 2025 initially scheduled
to be held on March 18, 2021 at
10:00 a.m. (Toronto time) is being adjourned to
Wednesday, April 7, 2021 at
12:00 p.m. (Toronto time) to allow additional time to
solicit proxies.
At the adjourned Debentureholder Meeting, Debentureholders will
be asked to consider and, if deemed advisable, to pass an
extraordinary resolution ("Extraordinary Resolution") authorizing
certain amendments to the trust indenture governing the convertible
debentures to provide for a mandatory conversion of the convertible
debentures immediately prior to closing of the Transaction based on
the conversion ratio in effect at such time (including the "make
whole premium shares" issuable under the terms of the trust
indenture governing the convertible debentures following a cash
change of control). Debentureholders will receive US$3.03 per common share held following such
conversion (including the "make whole premium shares"), plus
accrued and unpaid interest on the convertible debentures up to,
but excluding, the closing date of the Transaction. Additional
information regarding the Debentureholder Meeting can be found in
the management information circular mailed in connection with the
Debentureholder Meeting, a copy of which is available on SEDAR at
www.sedar.com and on Atlantic Power's website.
The Extraordinary Resolution requires approval by two-thirds of
the principal amount of the convertible debentures voted in person
or by proxy at the Debentureholder Meeting.
Only Debentureholders as of the record date for the
Debentureholder Meeting (being the close of business on
January 20, 2021) are entitled to and
are being requested to vote on the Extraordinary Resolution. If a
Debentureholder has previously submitted its proxy and does not
wish to change its vote, no further action is required by such
Debentureholder. Debentureholders are urged to submit their proxies
or voting instructions well in advance of the revised proxy cut-off
time of 12:00 p.m. (Toronto time) on April
5, 2021.
The Transaction remains subject to a number of closing
conditions, including the approval of the following groups of
securityholders:
- the approval of two-thirds of the votes cast by holders of
Atlantic Power's common shares voting in person or by proxy at the
special meeting of common shareholders of Atlantic Power to be held
at 10:00 a.m. (Toronto time) on Wednesday, April 7, 2021 (the "Common Shareholder
Meeting");
- the approval of two-thirds of the votes cast (in respect of
both the Transaction and the proposed continuance of APPEL under
the laws of British Columbia) by
holders of APPEL's preferred shares voting in person or by proxy at
the special meeting of preferred shareholders of APPEL to be held
at 11:00 a.m. (Toronto time) on Wednesday, April 7, 2021 (the "Preferred
Shareholder Meeting"); and
- the approval of two-thirds of the votes cast by
Debentureholders at the adjourned Debentureholder Meeting.
In accordance with the terms of the Arrangement Agreement,
Atlantic Power and APPEL will proceed with the Common Shareholder
Meeting and the Preferred Shareholder Meeting on Wednesday, April 7, 2021. Common
shareholders of Atlantic Power and preferred shareholders of APPEL
are urged to submit their proxies or voting instructions well in
advance of the proxy cut-off time of 10:00
a.m. (Toronto time) on
April 5, 2021 (in the case of the
Common Shareholder Meeting) and 11:00
a.m. (Toronto time) on
April 5, 2021 (in the case of the
Preferred Shareholder Meeting).
As previously disclosed, certain required regulatory approval
conditions to the Transaction have already been satisfied following
the receipt by the parties of an advance ruling certificate from
the Canadian Commissioner of Competition under the Competition
Act (Canada) on February 5, 2021 and the expiration of the
required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 on March 9,
2021.
RBC Dominion Securities Inc. and Kingsdale Advisors have been
retained as joint solicitation agents in connection with the
Debentureholder Meeting. Questions concerning the Debentureholder
Meeting should be directed to RBC Dominion Securities Inc., by
telephone at 1-877-381-2099 (toll-free) or by email at
liability.management@rbccm.com, or to Kingsdale Advisors by
telephone at 1-866-229-8263 (toll free in North America) or 416-867-2272 (collect
outside North America), by
facsimile at 1-866-545-5580 or by email at
contactus@kingsdaleadvisors.com.
Atlantic Power has retained Kingsdale Advisors to act as proxy
solicitation agent in connection with the Common Shareholder
Meeting and the Preferred Shareholder Meeting and to answer
information requests from common shareholders and preferred
shareholders with regard to the Transaction. If you are a common
shareholder or preferred shareholder and you have any questions or
need assistance in your consideration of the Transaction, in voting
your shares, or if you have any questions or need assistance with
the completion and delivery of your proxy, please contact Kingsdale
Advisors by telephone at 1-866-229-8263 (toll free in North America) or 416-867-2272 (collect
outside North America), by
facsimile at 1-866-545-5580 or by e-mail at
contactus@kingsdaleadvisors.com.
RBC Dominion Securities Inc. acted as solicitation agent and BNY
Trust Company of Canada acted as
tabulation agent in connection with the Consent
Solicitation. Questions concerning the Consent Solicitation
should be directed to RBC Dominion Securities Inc. by telephone at
416-842-6311 or 1-877-381-2099 (toll-free) or by email at
liability.management@rbccm.com.
About Atlantic Power
Atlantic Power is an independent power producer that owns power
generation assets in eleven states in the
United States and two provinces in Canada. Atlantic Power's generation projects
sell electricity and steam to investment-grade utilities and other
creditworthy large customers predominantly under long-term power
purchase agreements that have expiration dates ranging from 2021 to
2043. Atlantic Power seeks to minimize its exposure to commodity
prices through provisions in the contracts, fuel supply agreements
and hedging arrangements. The projects are diversified by
geography, fuel type, technology, dispatch profile and offtaker
(customer). Approximately 75% of the projects in operation are 100%
owned and directly operated and maintained by Atlantic Power.
Atlantic Power has expertise in operating most fuel types,
including gas, hydro, and biomass, and it owns a 40% interest in
one coal project. APPEL and APLP are each indirect, wholly-owned
subsidiaries of Atlantic Power.
Atlantic Power's shares trade on the NYSE under the symbol AT
and on the TSX under the symbol ATP. Atlantic Power's
convertible debentures trade on the TSX under the symbol
ATP.DB.E. APPEL's preferred shares trade on the TSX under the
symbols "AZP.PR.A", "AZP.PR.B" and "AZP.PR.C". For more
information, please visit Atlantic Power's website at
www.atlanticpower.com.
Copies of Atlantic Power'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
Atlantic Power'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
Atlantic Power's management regarding the future growth, results of
operations, performance and business prospects and opportunities of
Atlantic Power and its projects and the Transaction. These
statements, which are based on certain assumptions and describe
Atlantic Power's future plans, strategies and expectations, can
generally be identified by the use of the words "plans", "expects",
"does not expect", "is expected", "budget", "estimates",
"forecasts", "targets", "intends", "anticipates" or "does not
anticipate", "believes", "outlook", "objective", or "continue", or
equivalents or variations, including negative variations, of such
words and phrases, or state that certain actions, events or
results, "may", "could", "would", "should", "might" or "will" be
taken, occur or be achieved. Examples of such statements in this
news release include, but are not limited to, statements with
respect to the anticipated timing of the special meetings and the
timing of the effectiveness of the Proposed Amendments.
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. Risks and uncertainties
inherent in the nature of the Transaction include, without
limitation, the failure of the parties to obtain necessary
securityholder, regulatory and court approvals, obtain third-party
consents, or to otherwise satisfy the conditions to the completion
of the Transaction, in a timely manner, or at all, failure to
realize the expected benefits of the Transaction and general
economic conditions. Failure to so obtain required approvals or
consents, or the failure of the parties to otherwise satisfy the
conditions to or complete the Transaction, may result in the
Transaction not being completed on the proposed terms, or at all.
Please also refer to the factors discussed under "Risk Factors
Relating to the Arrangement" in the management information circular
and proxy statement, as well as the factors discussed under "Risk
Factors" and "Forward-Looking Information" in Atlantic Power's
periodic reports as filed with the SEC from time to time for a
detailed discussion of the risks and uncertainties affecting
Atlantic Power. The anticipated dates provided may change for a
number of reasons, including the inability to secure necessary
securityholder, regulatory, court or other third-party approvals or
consents in the time assumed, delays resulting from the impact of
the COVID-19 pandemic, or the need for additional time to satisfy
the other conditions to the completion of the Transaction. 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, Atlantic Power assumes no obligation to update or
revise them to reflect new events or circumstances.
Additional Information about the Transaction and Where to
Find It
Atlantic Power filed the definitive management information
circular and proxy statement with the SEC and Canadian Securities
Administrators on March 2, 2021 and
first mailed the management information circular and proxy
statement on March 2, 2021. Atlantic
Power and APPEL urge their respective securityholders to read the
Circular and Proxy Statement carefully because it contains
important information about the Transaction. You may obtain a free
copy of the management information circular and proxy statement and
other related documents Atlantic Power may file with the SEC and
Canadian Securities Administrators free of charge on EDGAR at
www.sec.gov, on SEDAR at www.sedar.com, or on Atlantic Power's
website at www.atlanticpower.com. Information contained on, or that
may be accessed through, the websites referenced in this
communication is not incorporated into and does not constitute a
part of this news release. We have included these website addresses
only as inactive textual references and do not intend them to be
active links.
Participants in the Solicitation
Atlantic Power and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of Atlantic Power's common shares in respect of the
Transaction. Information about the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of Atlantic
Power's shareholders is set forth in the Circular and Proxy
Statement. You may find additional information about Atlantic
Power's directors and executive officers in the management
information circular and proxy statement for Atlantic Power's 2020
Annual General Meeting of Shareholders, which was filed with the
SEC and Canadian Securities Administrators on April 28, 2020. You can obtain free copies of
these documents from Atlantic Power using the contact information
above.
No Offer or Solicitation
This news release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law.
Contacts:
For Atlantic Power
Atlantic Power Corporation
Investor Relations
+1 (617) 977-2700
info@atlanticpower.com
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SOURCE Atlantic Power Corporation