Item 1.01. Entry into a Material Definitive Agreement.
On April 29, 2021, Atlantic Power Corporation ("Atlantic Power" or the
"Company"), Atlantic Power Preferred Equity Ltd. ("APPEL"), a wholly-owned
subsidiary of the Company, Atlantic Power Limited Partnership ("APLP"), a
wholly-owned subsidiary of the Company, and Tidal Power Holdings Limited and
Tidal Power Aggregator, L.P. (collectively the "Purchasers"), each an affiliate
of infrastructure funds managed by I Squared Capital Advisors (US) LLC, entered
into the second amendment (the "Second Amendment") to the Arrangement Agreement
dated January 14, 2021, as amended on April 1, 2021 (as may be further amended
from time to time, the "Arrangement Agreement") in connection with the
previously announced transaction among them (the "Transaction"). The Second
Amendment provides for mutual covenants in connection with the proposed
defeasance of the Company's 6.00% Series E convertible unsecured subordinated
debentures due January 31, 2025 (the "Convertible Debentures"), as described
below, clarifies the mechanics surrounding the payment of the amounts required
to effect such defeasance, and effects a waiver of certain conditions precedent
in the Arrangement Agreement relating to the approval of the Transaction by
holders of the Convertible Debentures. In connection with the Second Amendment,
the meeting of holders of Convertible Debentures previously scheduled to be held
on April 29, 2021 to consider the Transaction was cancelled. The parties are
currently targeting May 14, 2021 as the closing date for the Transaction.
The Second Amendment provides that, on closing of the Transaction (the
"Closing"), Atlantic Power will defease (the "Proposed Defeasance") all
outstanding Convertible Debentures in accordance with the terms of the trust
indenture governing the Convertible Debentures (the "Indenture").
Notwithstanding the Proposed Defeasance, any holder of Convertible Debentures
who converts their Convertible Debentures during the period beginning 10 trading
days (as defined in the Indenture) prior to the Closing and ending 30 calendar
days following the delivery of the change of control notice under the Indenture
(the "Make Whole Conversion Period") will be entitled to receive the Make Whole
Premium (as defined in the Indenture). Assuming that the Closing occurs on May
14, 2021 and the change of control notice is delivered on Closing as is
currently anticipated, the Make Whole Conversion Period would open on April 30,
2021 and close on June 14, 2021.
The Transaction remains subject to the satisfaction or waiver of certain
conditions, including the receipt of certain third-party consents and
satisfaction of other customary closing conditions.
The foregoing description of the Second Amendment does not purport to be
complete and is qualified in its entirety by the full text of the Second
Amendment, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated by reference. Also incorporated by reference is Exhibit 99.2
attached hereto, a press release issued by the Company on April 29, 2021
announcing the Proposed Defeasance and the cancellation of the meeting of
holders of the Convertible Debentures.
Item 8.01. Other Events.
On April 29, 2021, the Company issued to holders of the Convertible Debentures a
notice (the "Notice") and "Questions and Answers" (the "Q&A") setting out the
CAD/USD exchange rate that will be used for purposes of calculating the Make
Whole Premium (assuming that Closing occurs as anticipated on May 14, 2021) and
additional details of the Proposed Defeasance, including how holders of
Convertible Debentures can convert their Convertible Debentures in order to
benefit from the Make Whole Premium, and the risks and tax consequences
associated therewith. The foregoing description of the Notice and Q&A does not
purport to be complete and is qualified in its entirety by the full texts of the
Notice and Q&A, copies of which are attached hereto as Exhibit 99.3 and Exhibit
99.4, respectively, and are each incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Exhibit 99.1 Second Amendment to Arrangement Agreement, dated April 29, 2021.
Exhibit 99.2 Press Release of Atlantic Power Corporation, dated April 29, 2021.
Exhibit 99.3 Notice to Holders of 6.00% Series E Convertible Unsecured
Subordinated Debentures Due January 31, 2025 of Atlantic Power
Corporation, issued April 29, 2021.
Exhibit 99.4 Questions and Answers, issued April 29, 2021.
104 Cover Page Data File (formatted as inline XBRL document)
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may constitute
forward-looking information or forward-looking statements within the meaning of
applicable securities laws (collectively, "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 "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 Current Report on Form 8-K include, but are
not limited to, statements with respect to whether the Transaction will close,
the anticipated timing of any such closing of the Transaction, the parties'
intentions with respect to the Proposed Defeasance and its impact on holders of
Convertible Debentures.
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 U.S. Securities and Exchange
Commission (the "SEC") from time to time for a detailed discussion of the risks
and uncertainties affecting the Company. Although the forward-looking statements
contained in this Current Report on Form 8-K 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
Current Report on Form 8-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.
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