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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 15, 2021

 

 

 

ATLANTIC POWER CORPORATION

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada 001-34691 55-0886410

(State or other jurisdiction of

 incorporation or organization)

(Commission File Number) (IRS Employer Identification No.)

 

3 Allied Drive, Suite 155

Dedham, MA

02026
(Address of principal executive offices) (Zip Code)

 

(617) 977-2400

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of Each Class Trading Symbol Name of Exchange on which registered
Common Shares, no par value, and the associated Rights to Purchase Common Shares AT The New York Stock Exchange

   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  

 

Emerging growth company   ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 8.01. Other Events.

 

On April 15, 2021, Atlantic Power Corporation (“Atlantic Power” or the “Company”) announced that the parties to the previously announced proposed transaction among Atlantic Power, Atlantic Power Preferred Equity Ltd., Atlantic Power Limited Partnership and certain affiliates of infrastructure funds managed by I Squared Capital Advisors (US) LLC (the “Transaction”) are continuing to work through the steps required to close the Transaction without the approval of holders of the Company’s 6.00% Series E convertible unsecured subordinated debentures due January 31, 2025 (the “Convertible Debentures”). It is expected that these steps will still offer to the holders of Convertible Debentures the benefit of the “make whole premium” contemplated by the indenture governing the Convertible Debentures. Additional details will be provided once these steps are substantially finalized. As previously announced, the parties intend to close the Transaction without the approval of the holders of the Convertible Debentures unless a sufficient number of Convertible Debentures are voted in favor of the Transaction as currently structured.

 

In addition, on April 15, 2021, the Company announced that it is adjourning the meeting (the “Debentureholder Meeting”) of holders of the Convertible Debentures currently scheduled to be held at 10:00 a.m. (Toronto time) on April 15, 2021 to consider the Transaction. The Debentureholder Meeting is being adjourned until 10:00 a.m. (Toronto time) on April 29, 2021.

 

Incorporated by reference is Exhibit 99.1 attached hereto, a press release issued by the Company on April 15, 2021 announcing the Company’s expectation regarding the adjournment of the Debentureholder Meeting.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

Description

 
   
Exhibit 99.1 Press Release of Atlantic Power Corporation, dated April 15, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this news release 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 news release 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 and the timing and outcome of any Debentureholder Meeting, and the parties’ intentions with respect to the Convertible Debentures if the Transaction is not approved by the required percentage of holders of the 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 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.

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

  Atlantic Power Corporation
   
Dated:  April 15, 2021 By: /s/ Terrence Ronan
    Name: Terrence Ronan
    Title: Chief Financial Officer

  

 

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