Atlantic Power Corporation Announces Closing of Concurrent Public Offerings of Common Shares and Convertible Unsecured Subordinated Debentures

BOSTON, July 5, 2012 /PRNewswire/ -- Atlantic Power Corporation (NYSE:AT) (TSX:ATP) (the "Company" or "Atlantic Power") announced today the closing of its underwritten public offering of 5,567,177 common shares of the Company ("Common Shares") at a public offering price of US$12.76 per Common Share sold in US dollars and C$13.10 per Common Share sold in Canadian dollars (the "Common Share Offering"). The Company received net proceeds from the Common Share Offering, after deducting the underwriting discounts and expenses, of approximately, US$68.5 million. Morgan Stanley acted as sole bookrunner with respect to the Common Share Offering.

The Company also announced today the closing of its underwritten public offering on a bought deal basis, in each of the provinces and territories of Canada, except Quebec, of US$130 million aggregate principal amount of series C convertible unsecured subordinated debentures (the "Debentures", and the offering of the Debentures, the "Debenture Offering" and, together with the Common Share Offering, the "Offerings"). The Debentures bear interest at a rate of 5.75% per year, and will mature on June 30, 2019, unless earlier redeemed. The Debentures will be convertible into Common Shares at an initial conversion price of US$17.25 per Common Share, being a ratio of approximately 57.9710 Common Shares per US$1,000 principal amount of Debentures. The Company received net proceeds from the Debenture Offering, after deducting the underwriting discounts and expenses, of approximately US$124.0 million. TD Securities acted as sole bookrunner with respect to the Debenture Offering.

The Company intends to use the net proceeds from the Offerings to fund the Company's equity commitment in Canadian Hills Wind Power Development Project, its approximately 300 MW wind energy project under construction in the State of Oklahoma. To the extent that any net proceeds remain thereafter, such net proceeds will be used by the Company to fund additional growth opportunities and for general corporate purposes.

A registration statement related to the Common Share Offering has been declared effective by the U.S. Securities and Exchange Commission (the "SEC"). The Common Share Offering was made solely by means of a prospectus, and the final prospectus has been filed with the SEC in the United States and a supplemented short form PREP prospectus has been filed with the Canadian securities regulators in each of the provinces in Canada other than Prince Edward Island and Quebec. A copy of the U.S. prospectus relating to the Common Share Offering may be obtained for free by visiting the EDGAR database on the SEC's website at www.sec.gov and a copy of the Canadian prospectus relating to the Common Share Offering may be obtained for free by visiting the SEDAR database on the Canadian securities administrators' website at www.sedar.com or upon request from Morgan Stanley & Co. Incorporated, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department, telephone: 866-718-1649 or by e-mail at [email protected]. 

A registration statement related to the Debenture Offering has been declared effective by the SEC. The Debenture Offering was made solely by means of a prospectus, and the final short form prospectus has been filed with the Canadian securities regulators in each of the provinces and territories of Canada, other than Quebec. A copy of the U.S. prospectus relating to the Debenture Offering may be obtained for free by visiting the EDGAR database on the SEC's website at www.sec.gov and a copy of the Canadian prospectus relating to the Debenture Offering may be obtained for free by visiting the SEDAR database on the Canadian securities administrators' website at www.sedar.com. A copy of the U.S. prospectus relating to the Debenture Offering may be obtained upon request from TD Securities (USA) LLC, Attn: David Chepauskas (31 West 52nd St., New York, NY 10019, Tel: (212) 827-7392), and a copy of the Canadian prospectus relating to the Debenture Offering may be obtained upon request by contacting TD Securities Inc., Attn: Symcor, NPM (Email: [email protected], Tel: (289) 360-2009).

This press release does not constitute an offer to sell or a solicitation of an offer to buy and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Atlantic Power

Atlantic Power is a leading publicly traded, power generation and infrastructure company with a well-diversified portfolio of assets in the United States and Canada. The Company's power generation projects sell electricity to utilities and other large commercial customers under long-term power purchase agreements, which seek to minimize exposure to changes in commodity prices. The net generating capacity of the Company's projects is approximately 2,140 MW, consisting of interests in 31 operational power generation projects across 11 states and 2 provinces and an 84-mile, 500 kilovolt electric transmission line located in California. In addition, the Company has one 53 MW biomass project under construction in Georgia and one approximate 300 MW wind project under construction in Oklahoma. Atlantic Power also owns a majority interest in Rollcast Energy, a biomass power plant developer in Charlotte, NC. Atlantic Power is incorporated in British Columbia, headquartered in Boston and has offices in Chicago, Toronto, Vancouver and San Diego. For more information, please visit the Company's website at www.atlanticpower.com.

Forward-Looking Statements

This news release may include "forward-looking statements" within the meaning of the federal securities laws and "forward-looking information", as such term 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, Atlantic Power's intention regarding the use of the proceeds from the Offerings as described above constitute forward-looking statements. Forward-looking statements reflect Atlantic Power's current expectations regarding future events and speak only as of the date of this news release. These forward-looking statements are based on a number of assumptions which may prove to be incorrect. The intended use of proceeds from the Offerings may change from that described herein. 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 Atlantic Power makes from time to time with the SEC and Canadian securities regulators, including, without limitation, Atlantic Power's Annual Report on Form 10-K, as amended and as filed with the SEC and under Atlantic Power's profile on SEDAR at www.sedar.com, Atlantic Power's Registration Statement on Form S-1, as amended (File No. 333-181224) and Atlantic Power's Registration Statement on Form S-1, as amended (File No. 333-181225). Atlantic Power's business is both competitive and subject to various risks. Although the forward-looking statements contained in this news release are based upon what Atlantic Power 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 Atlantic Power's forward-looking statements. 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.

For further information please contact:
Atlantic Power Corporation
Amanda Wagemaker, Investor Relations
(617) 977-2700
[email protected]

SOURCE Atlantic Power Corporation