Form SC TO-I/A ATLANTIC POWER CORP Filed by: ATLANTIC POWER CORP

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Amendment No. 4)

 

 

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934

 

 

ATLANTIC POWER CORPORATION

(Name of Subject Company and Filing Person (Issuer) and Name of Filing Person (Offeror))

 

5.75% Series C Convertible Unsecured Subordinated Debentures due June 2019

(Title of Class of Securities)

 

 

04878QAQ6

(CUSIP Number of Class of Securities)

 

 

Jeffrey S. Levy, Esq.

Senior Vice President and General Counsel

3 Allied Drive, Suite 220

Dedham, Massachusetts

(617) 977-2400

(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

 

 

Copy to:

Craig B. Brod, Esq.

Pamela L. Marcogliese, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)		Amount of Filing Fee(2)
$62,725,000		$6,316.41

 

(1)             Calculated solely for the purposes of determining the filing fee based upon a transaction value of $62,725,000. The purchase price of the 5.75% Series C Convertible Unsecured Debentures due June 2019 (the “Debentures”), as described herein, is $965 per $1,000 principal amount outstanding. The Company is seeking to acquire up to $65,000,000 of Debentures resulting in an aggregate maximum purchase price of $62,725,000.

 

(2)             The amount of the filing fee equals $100.70 for each $1,000,000 of the value of the transaction.

 

x                                  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $6,316.41	Filing Party:	Atlantic Power Corporation
Form of Registration No.: Schedule TO	Date Filed:	June 17, 2016

 

o                                    Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

o                                    third-party tender offer subject to Rule 14d-1.

x                                  issuer tender offer subject to Rule 13e-4.

o                                    going-private transaction subject to Rule 13e-3.

o                                    amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 

 

 

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) previously filed by Atlantic Power Corporation (the “Company”) on June 17, 2016, as amended by Amendment No. 1, dated June 22, 2016, Amendment No. 2, dated July 6, 2016, and by Amendment No. 3, dated July 19, 2016.

 

The Schedule TO relates to the offer (the “Offer”) by the Company to purchase up to $65,000,000 aggregate principal amount of the Company’s outstanding 5.75% Series C Convertible Unsecured Subordinated Debentures due June 2019 (the “Debentures”) for cash, at the purchase price of US$965 per US$1,000 principal amount of Debentures, plus accrued and unpaid interest to, but not including, the payment date, upon the terms and subject to the conditions set forth in the Offer to Purchase and related Issuer Bid Circular, each dated June 16, 2016 (as they may be amended and supplemented from time to time, the “Offer and Circular”), and the related Letter of Transmittal, as it may be amended and supplemented from time to time, copies of which were attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Offer and Circular.

 

Item 4.

 

Item 4 of the Schedule TO is hereby amended and supplemented by adding the following:

 

The Offer expired at 5:00 p.m. (Toronto time) on Friday, July 22, 2016 (the “Expiration Date”). On Monday, July 25, 2016, the Company announced that it took up and accepted for purchase and cancellation all outstanding Debentures that were validly deposited under the Offer and not withdrawn as of the Expiration Date. Based on final information provided to the Company by Kingsdale Shareholder Services, the Information Agent for the Offer, $62,713,000 aggregate principal amount of Debentures, were validly deposited and taken up for purchase and cancellation, at a purchase price of $965 per $1,000 principal amount of Debentures, plus accrued and unpaid interest through, but excluding, the date of purchase. The aggregate consideration will be delivered promptly to the depositary. After the purchase pursuant to the Offer, approximately $42.6 million principal amount of the Debentures remain outstanding.

 

The full text of the Company’s press release, dated July 25, 2016, announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(ii) hereto and is incorporated herein by reference.

 

Items 12. Exhibits

 

(a)(5)(ii) Press Release, dated July 25, 2016.

 

2

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	ATLANTIC POWER CORPORATION
	By:	/s/ James J. Moore, Jr.
		Name:	James J. Moore, Jr.
		Title:	President and Chief Executive Officer
Date: July 25, 2016

 

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INDEX TO EXHIBITS

 

Exhibit Number		Description
(a)(1)(i)†		Offer to Purchase and Issuer Bid Circular, dated June 16, 2016.
(a)(1)(ii)†		Letter of Transmittal, dated June 16, 2016.
(a)(5)(i)†		Press Release, dated June 16, 2016 (incorporated by reference to the pre-commencement communication of the Company on Schedule TO, filed with the SEC on June 16, 2016).
(a)(5)(ii)		Press Release, dated July 25, 2016.
(b)		Not applicable.
(d)(1)†		Agreement between the Company and Polar Multi-Strategy Master Fund, dated June 16, 2016, to tender an aggregate of approximately US$15,000,000 principal amount of Debentures pursuant to the Offer.
(d)(2)†		Agreement between the Company, Twin Lake Total Return Partners QP L.P., Twin Lake Total Return Partners L.P., Iron Road Multi Strategy Fund, L.P. and Iron Road Diversified Fund, L.P., dated June 16, 2016, to tender an aggregate of approximately US$14,661,000 principal amount of Debentures pursuant to the Offer.
(d)(3)†		Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of December 17, 2009, between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to the Company’s registration statement on Form 10-12B filed on April 13, 2010).
(d)(4)†		Second Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of July 5, 2012, between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2012).
(d)(5)†		Sixth Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Unsecured Subordinated Debentures, dated as of March 22, 2013, between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 26, 2013).
(d)(6)†		Trust Indenture, dated as of October 11, 2006 between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to the Company’s registration statement on Form 10-12B filed on April 13, 2010).
(d)(7)†		First Supplemental Indenture to the Trust Indenture Providing for the Issue of Convertible Secured Debentures, dated November 27, 2009, between Atlantic Power Corporation and Computershare Trust Company of Canada (incorporated by reference to the Company’s registration statement on Form 10-12B filed on April 13, 2010).
(d)(8)†		Fourth Supplemental Indenture, dated as of August 3, 2012, by and among Atlantic Rockland Holdings, LLC, Atlantic Power Corporation, the Guarantors named therein and Wilmington Trust, National Association (incorporated by reference to our Annual Report on Form 10-K filed on March 1, 2013).
(d)(9)†		Fifth Supplemental Indenture, dated as of November 29, 2012, by and among Atlantic Ridgeline Holdings, LLC, Atlantic Power Corporation, the Guarantors named therein and Wilmington Trust, National Association (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 1, 2013).
(d)(10)†		Shareholder Rights Plan Agreement, dated effective as of February 28, 2013, between Atlantic Power Corporation and Computershare Investor Services, Inc., which includes the Form of Right Certificate as Exhibit A (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 28, 2013).

 

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(d)(11)†		Deferred Share Unit Plan, dated as of April 24, 2007 of Atlantic Power Corporation (incorporated by reference to the Company’s registration statement on Form 10-12B filed on April 13, 2010).
(d)(12)†		Fifth Amended and Restated Long-Term Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 11, 2013).
(d)(13)†		Amendment No. 1 to the Fifth Amended and Restated Long-Term Incentive Plan of the Company (incorporated by reference to Exhibit A to Schedule B of the Company’s definitive Proxy Statement on Schedule 14A filed on April 30, 2014).
(d)(14)†		Participation Agreement and Confirmation (performance-based vesting) between the Company and Terrence Ronan, dated April 11, 2013 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013).
(d)(15)†		Participation Agreement and Confirmation (time-vesting) between the Company and Terrence Ronan, dated April 11, 2013 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2013).
(d)(16)†		Transition Equity Grant Participation Agreement between Atlantic Power Services, LLC and James J. Moore, Jr., dated January 22, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 23, 2015).

 

†       Previously filed as an exhibit to the Schedule TO filed on June 17, 2016.

 

5

Exhibit (a)(5)(ii)

 

 

Atlantic Power Corporation Announces Results of Substantial Issuer Bid

 

DEDHAM, MASSACHUSETTS — July 25, 2016 — Atlantic Power Corporation (NYSE: AT) (TSX: ATP) (“Atlantic Power” or the “Company”) announced today the final results of its previously announced substantial issuer bid (the “Offer”) to purchase for cancellation up to US$65,000,000 aggregate principal amount of the Company’s issued and outstanding 5.75% Series C Convertible Unsecured Subordinated Debentures maturing June 30, 2019 (the “Debentures”), which expired at 5:00 pm (Toronto time) on July 22, 2016.

 

An aggregate of US$62,713,000 principal amount of the Debentures was deposited under the Offer.  The Company has taken up and accepted for purchase and cancellation all such deposited Debentures at a purchase price of US$965 in cash per US$1,000 principal amount of Debentures, plus a cash payment in respect of all accrued and unpaid interest.  Payment to the depositary for such Debentures taken up and purchased by the Company under the Offer will be made promptly and in accordance with the terms of the Offer.

 

After giving effect to the purchase and cancellation of the Debentures deposited under the Offer, approximately US$42.6 million principal amount of the Series C Debentures will remain outstanding.

 

RBC Capital Markets is acting as dealer manager and financial advisor to the Company in connection with the Offer.

 

About Atlantic Power

 

Atlantic Power owns and operates a diverse fleet of power generation assets in the United States and Canada.  The Company’s power generation projects sell electricity to utilities and other large commercial customers largely under long-term power purchase agreements, which seek to minimize exposure to changes in commodity prices.  Atlantic Power’s power generation projects in operation have an aggregate gross electric generation capacity of approximately 2,138 megawatts (“MW”) in which its aggregate ownership interest is approximately 1,500 MW.  The Company’s current portfolio consists of interests in twenty-three operational power generation projects across nine states in the United States and two provinces in Canada.

 

Atlantic Power’s common shares trade on the New York Stock Exchange under the symbol AT and on the Toronto Stock Exchange under the symbol ATP.  For more information, please visit the Company’s website at www.atlanticpower.com or contact:

 

Atlantic Power Corporation 
Investor Relations
(617) 977-2700 
[email protected]

 

Copies of the Company’s financial data and other publicly filed documents are filed on SEDAR at www.sedar.com or on EDGAR at www.sec.gov/edgar.shtml under “Atlantic Power Corporation” or on the Company’s website.

 

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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 “may,” “will,” “project,” “continue,” “believe,” “intend,” “anticipate,” “expect” or similar expressions that are predictions of or indicate future events or trends and which do not relate solely to present or historical matters.  Examples of such statements in this press release include, but are not limited to, statements with respect to the timing of the take up and payment for the Debentures deposited under the Offer.

 

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.