Atlantic Power Corporation Announces Pricing of Public

Atlantic Power Corporation Announces Pricing of Public Offering of
Extendible Convertible Unsecured Subordinated Debentures on a Bought
Deal Basis 
BOSTON, MASSACHUSETTS -- (Marketwire) -- 11/29/12 -- Atlantic Power
.DB.U)(NYSE:AT)(the "Company" or "Atlantic Power") announced today that it has
priced an underwritten public offering on a bought deal basis, in
each of the provinces and territories of Canada, except Quebec, of
C$100 million aggregate principal amount of series D extendible
convertible unsecured subordinated debentures (the "Debentures") at a
public offering price of C$1,000 per Debenture.  
The Company intends to use the net proceeds from this offering to
fund the acquisition of all of the outstanding shares of capital
stock of Ridgeline Energy Holdings, Inc. (the "Acquisition") and to
fund certain working capital commitments and acquisition expenses
related to Ridgeline Energy Holdings, Inc. 
The Debentures will have an initial maturity date of March 31, 2013
which will automatically be extended to December 31, 2019 upon the
closing of the Acquisition. If the Acquisition does not close by
March 31, 2013 (the "Initial Maturity Date"), or is earlier
terminated, the Company will be required to repay the Debentures
within three business days of the Initial Maturity Date. The
Debentures will bear interest at a rate of 6.00% per year, and will
be convertible into common shares of the Company at an initial
conversion price of C$14.50 per common share, being a ratio of
approximately 68.9655 common shares per C$1,000 principal amount of
Debentures (subject to customary adjustments). The Company estimates
that the net proceeds from the offering of the Debentures, after
deducting the underwriting fee and estimated offering expenses, will
be approximately C$95.5 million. TD Securities and BMO Capital
Markets are acting as joint bookrunners with respect to the offering
of Debentures. Subject to customary closing conditions, the offering
of Debentures is expected to close on December 11, 2012. 
The Debentures will be issued pursuant to a prospectus supplement to
the Company's Short Form Base Shelf Prospectus dated August 17, 2012
in each of the provinces and territories of Canada, except Quebec,
and pursuant to a shelf registration statement on Form S-3 filed with
the United States Securities and Exchange Commission (the "SEC") and
related prospectus supplement. A copy of the Canadian prospectus
supplement and accompanying short form base shelf prospectus relating
to the offering of Debentures may be obtained upon request by
contacting TD Securities Inc., Attn: Symcor, NPM (Email:, Tel: (289) 360-2009) or BMO Capital Markets,
Attn: Mississauga Distribution Centre C/O The Data Group of Companies
(Mississauga Distribution Centre (Email:, Tel:
(905) 696-8884 x4222); and a copy of the U.S. prospectus supplement
relating to the offering of Debentures 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) or BMO Capital Markets,
Attn: Equity Syndicate (3 Times Square, 27th Floor, New York, NY
10036, Tel: (800) 414-3627, Email: 
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 2,117 MW, consisting of
interests in 30 operational power generation projects across 11
states and 2 provinces and also an 84-mile, 500 kilovolt electric
transmission line located in California. In addition, the Company has
an approximately 300 MW wind project under construction in Oklahoma,
which is expected to achieve commercial operation later this year and
a 53 MW biomass project under construction in Georgia, which is
expected to achieve commercial operation in the first quarter of
2013. 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. 
The Company's corporate strategy is to increase the value of the
Company through accretive acquisitions in North American markets
while generating stable, contracted cash flows from its existing
assets to sustain its dividend payout to shareholders. The Company's
dividend is currently paid monthly at an annual rate of Cdn$1.15 per
Atlantic Power has a market capitalization of approximately $1.4
billion and trades 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 
Forward-Looking Statements 
This news release may include forward-looking statements within the
meaning of the federal securities laws and forward-looking
information under Canadian securities laws (referred to as
"forward-looking statements"). These 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 to complete the
offering, the successful completion of the Acquisition and to use the
proceeds 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 completion
of the offering will be subject to market conditions and the intended
use of proceeds from the offering may change from that described
herein. The completion of the Acquisition is subject to, among other
things, customary closing conditions and Atlantic Power obtaining
funds in an amount sufficient to discharge all of its financial
obligations in connection with the Acquisition, including payment of
the total consideration, the receipt of all necessary regulatory
approvals. 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 and as set forth in the Canadian and U.S. prospectus
supplements and accompanying prospectuses. 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
Atlantic Power Corporation
Amanda Wagemaker
Investor Relations
(617) 977-2700
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