ATLANTIC POWER CORPORATION (TSE:ATP) Files An 8-K Other Events

ME Staff 8-k
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ATLANTIC POWER CORPORATION (TSE:ATP) Files An 8-K Other Events
Item 8.01. Other Events.

On February2, 2018, Atlantic Power Corporation (the “Company”) closed the sale of an additional Cdn$15 million aggregate principal amount of its 6.00% SeriesE convertible unsecured subordinated debentures due 2025 (the “Debentures”), representing the full exercise of the underwriters’ over-allotment option and bringing the total aggregate principal amount of Debentures outstanding to Cdn$115 million. The terms of the Debentures and the over-allotment option were described in a Current Report on Form8-K filed by the Company on January29, 2018.

The Company received net proceeds from the Debentures offering, after deducting the underwriting fee and expenses related to the Debentures offering, of approximately Cdn$109.1 million. The Company previously announced it intended to use the net proceeds from the Debentures offering to fund the redemption of all of its 5.75% SeriesC convertible unsecured subordinated debentures (the “SeriesC Debentures”) (current outstanding balance of US$42.5 million) that mature on June30, 2019 and have a par call date of June30, 2017 and to use the remainder of the net proceeds to fund the partial redemption of its 6.00% SeriesD extendible convertible unsecured subordinated debentures (the “SeriesD Debentures”) (current outstanding balance of Cdn$81.0 million) that mature on December31, 2019 and have a par call date of December31, 2017.

On January29, 2018, the Company issued an irrevocable notice of redemption for all US$42,532,000 aggregate principal amount of outstanding SeriesC Debentures. Each US$1,000 principal amount of SeriesC Debentures will be redeemed on March5, 2018 for US$1,010.2222 (par plus accrued and unpaid interest to but excluding the redemption date), less any withholding taxes required to be deducted. Holders of SeriesC Debentures have the right at any time prior to the close of business on March2, 2018 to convert the whole or, in the case of a SeriesC Debenture of a denomination in excess of US$1,000, any part which is US$1,000 or an integral multiple thereof, of the principal amount of such SeriesC Debenture into common shares of the Company at the conversion price of US$17.25, as described in the trust indenture governing the terms of the SeriesC Debentures.

On February2, 2018, the Company issued an irrevocable notice of redemption for Cdn$56,240,906 aggregate principal amount of outstanding SeriesD Debentures. Each Cdn$1,000 principal amount of SeriesD Debentures subject to redemption will be redeemed on March7, 2018 for Cdn$1,011 (par plus accrued and unpaid interest to but excluding the redemption date), less any withholding taxes required to be deducted. Holders of SeriesD Debentures have the right at any time prior to the close of business on March6, 2018 to convert the whole or, in the case of a SeriesD Debenture of a denomination in excess of Cdn$1,000, any part which is Cdn$1,000 or an integral multiple thereof, of the principal amount of such SeriesD Debenture into common shares of the Company at the conversion price of Cdn$14.50, as described in the trust indenture governing the terms of the SeriesD Debentures. The partial redemption of the SeriesD Debentures will take place in a manner agreed upon by the Company, the depositary and the debenture trustee, each as defined in the trust indenture governing the terms of the SeriesD Debentures.

Forward-Looking Statements

Certain statements in this Current Report on Form8-K 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, the Company’s intentions regarding the redemption of the SeriesC Debentures and SeriesD Debentures described above constitute forward-looking statements. Forward-looking statements reflect the Company’s current expectations regarding future events and speak only as of the date of this Current Report on Form8-K. These forward-looking statements are based on a number of assumptions which may prove to be incorrect. 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 the Company 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. The Company’s business is both competitive and subject to various risks. Although the forward-looking statements contained in this Current Report on Form8-K are based upon what the Company 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 the Company’s forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form8-K and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.


About ATLANTIC POWER CORPORATION (TSE:ATP)

Atlantic Power Corporation (Atlantic Power) owns and operates a fleet of power generation assets in the United States and Canada. The Company’s power generation projects sell electricity to utilities and other commercial customers primarily under long-term power purchase agreements (PPAs). Atlantic Power operates through four segments: East U.S., West U.S., Canada and Un-Allocated Corporate. Atlantic Power’s power generation projects in operation have an aggregate gross electric generation capacity of approximately 2,140 megawatts (MW), in which its aggregate ownership interest is approximately 1,500 MW. The Company’s portfolio consists of interests in approximately 20 operational power generation projects across over nine states in the United States and approximately two provinces in Canada. The Company’s power generation projects are primarily located in California, the United States Mid-Atlantic, New York and the provinces of Ontario and British Columbia.