Also Announces Mailing of Circular for Convertible
Debentureholder Meeting
DEDHAM, Mass., Feb. 24, 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 commencement of a consent
solicitation process (the "Consent Solicitation") with respect to
certain proposed amendments (the "Proposed Amendments") to the
trust indenture (the "Indenture") governing the 5.95% Medium Term
Notes due June 23, 2036 (the "Notes")
of APLP, upon and subject to the conditions set forth in the
consent solicitation statement dated February 24, 2021 (as it may be amended or
supplemented from time to time, the "Solicitation Statement").
APLP is soliciting consents to the Proposed Amendments from
holders of Notes of record as of 5:00
p.m. (Toronto time) on
January 18, 2021. The Consent
Solicitation will expire at 5:00 p.m.
(Toronto time) on March 16, 2021 (such time and date, as it may be
extended, the "Expiration Time") unless earlier terminated by APLP.
APLP may, in its sole discretion, terminate, extend or amend the
Consent Solicitation at any time.
APLP is seeking consents to the Proposed Amendments in
connection with the previously announced transaction involving
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, among
other things, Tidal Power Holdings Limited will acquire all of the
issued and outstanding common shares in the capital of Atlantic
Power for US$3.03 in cash per common
share and all of the issued and outstanding preferred shares in the
capital of APPEL will be transferred to APPEL for C$22.00 in cash per preferred share (the
"Transaction").
The Proposed Amendments would, among other things, result in an
amendment to the 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.
Subject to the terms and conditions set forth in the
Solicitation Statement, and conditional on the closing of the
Transaction, APLP will pay holders who validly deliver their
consents prior to the Expiration Time a consent fee equal to 0.25%
of the aggregate principal amount of Notes in respect of which a
consent has been delivered prior to the Expiration Time.
The effectiveness of the Proposed Amendments is subject to
certain conditions, including the receipt of valid consents of
holders of not less than two-thirds (66⅔%) of the principal amount
of the Notes outstanding (the "Requisite Consent"), as well as the
satisfaction or, where applicable, waiver of all the conditions to
the completion of the Transaction (excluding conditions that, by
their terms, cannot be satisfied until the closing date of the
Transaction), which conditions are more fully described in the
Solicitation Statement (the "Transaction Condition").
Assuming the Requisite Consent threshold is met and the
Transaction Condition is satisfied, APLP and the trustee under the
Indenture intend to execute a supplemental indenture giving effect
to the Proposed Amendments as close as reasonably practicable prior
to the closing of the Transaction.
Atlantic Power and APLP have entered into a support agreement
with a fund manager representing approximately 66% of the principal
amount of Notes outstanding pursuant to which such fund manager has
agreed to consent to the Proposed Amendments. As a result, if other
holders of approximately two-thirds (⅔) of one percent (1%) of the
outstanding principal amount of Notes consent to the Proposed
Amendments, the Requisite Consent threshold will have been met.
Beneficial owners of an interest in the Notes whose Notes are
held through a broker, dealer, commercial bank, trust company or
other nominee should note that their nominee may establish a
deadline earlier than the Expiration Time by which instructions
must be received by them in relation to the Consent Solicitation
and, accordingly, such beneficial owners are urged to contact their
nominees as soon as possible to learn of any deadlines established
by their nominees in relation to the Consent Solicitation.
In addition, Atlantic Power today announced that it previously
filed and mailed a management information circular and related
materials in connection with the meeting of holders
("Debentureholders") of its 6.00% Series E convertible unsecured
subordinated debentures due January 31,
2025 to be held virtually on March
18, 2021 at 10:00 a.m.
(Toronto time) (the
"Debentureholder Meeting"). At the Debentureholder Meeting,
Debentureholders will be asked to consider and, if deemed
advisable, to pass an 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 the 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 the
conversion of the convertible debentures (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. The deadline for receiving proxy or voting
instructions in connection with the Debentureholder Meeting is
10:00 a.m. (Toronto time) on March 16, 2021.
Debentureholders are urged to read the materials for the
Debentureholder Meeting for additional details.
Atlantic Power and APLP have retained RBC Dominion Securities
Inc. as solicitation agent and BNY Trust Company of Canada 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.
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.
About Atlantic Power and APLP
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.
APLP is an indirect, wholly-owned subsidiary of Atlantic Power
and is the issuer of the Notes.
Atlantic Power's shares trade on the NYSE under the symbol AT
and on the TSX under the symbol ATP. 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 Debentureholder Meeting
and the anticipated timing or effectiveness of the Proposed
Amendments, which are conditional on the satisfaction or, where
applicable, waiver of all the conditions to the completion of the
Transaction (excluding conditions that, by their terms, cannot be
satisfied until the closing date of the Transaction).
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 or the Proposed Amendments not being completed on the
proposed terms, or at all. Please also refer to 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 unforeseen delays in preparing
securityholder meeting or consent solicitation materials, 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
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 or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This news release
is being made in respect of the Transaction involving Atlantic
Power, APLP, APPEL, Tidal Power Holdings Limited and Tidal Power
Aggregator, L.P. pursuant to the terms of the arrangement agreement
dated January 14, 2021 by and among
Atlantic Power, APLP, APPEL, Tidal Power Holdings Limited and Tidal
Power Aggregator, L.P. (the "Arrangement Agreement") and may be
deemed to be soliciting material relating to the Transaction. In
connection with the Transaction, Atlantic Power will file a
management information circular and proxy statement relating to a
special meeting of its common shareholders with the SEC and
Canadian Securities Administrators. Additionally, Atlantic Power
will file other relevant materials in connection with the
Arrangement Agreement with the SEC. Securityholders of Atlantic
Power are urged to read the management information circular and
proxy statement regarding the Transaction and any other relevant
materials carefully in their entirety when they become available
before making any voting or investment decision with respect to the
Transaction because they will contain important information about
the Transaction and the parties to the Arrangement Agreement.
The definitive management information circular and proxy statement
will be mailed to Atlantic Power's common shareholders.
Securityholders of Atlantic Power will be able to obtain a copy of
the management information circular and proxy statement, and the
filings with the SEC and Canadian Securities Administrators that
will be incorporated by reference into the proxy statement as well
as other filings containing information about the Transaction and
the parties to the Arrangement Agreement made by Atlantic Power
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 Atlantic Power's directors and
executive officers is set forth in the proxy statement and proxy
circular for Atlantic Power's 2020 Annual General Meeting of
Shareholders, which was filed with the SEC and Canadian Securities
Administrators on April 28, 2020.
Investors may obtain additional information regarding the interest
of such participants by reading the management information circular
and proxy statement regarding the Transaction when it becomes
available.
Contacts:
For Atlantic Power
Atlantic Power Corporation
Investor Relations
+1 (617) 977-2700
info@atlanticpower.com
View original
content:http://www.prnewswire.com/news-releases/atlantic-power-announces-commencement-of-noteholder-solicitation-301235048.html
SOURCE Atlantic Power Corporation