Atlantic Power Corporation Announces Launch by Atlantic Power Limited Partnership of Syndication of New Senior Secured Credit

Atlantic Power Corporation Announces Launch by Atlantic Power Limited 
Partnership of Syndication of New Senior Secured Credit Facilities 
BOSTON, Jan. 30, 2014 /CNW/ - Atlantic Power Corporation (TSX: ATP; NYSE: AT) 
(the "Company"), today announced that, as part of the Company's ongoing plans 
to address its upcoming debt maturities and improve its financial flexibility, 
Atlantic Power Limited Partnership ("APLP"), a wholly-owned indirect 
subsidiary of the Company, launched the syndication of new senior secured 
credit facilities, comprising up to $600 million in aggregate principal amount 
of senior secured term loan facilities and up to $200 million in aggregate 
principal amount of senior secured revolving credit facilities (collectively, 
the "new credit facilities"). The Company and its subsidiaries expect to use 
the new credit facilities to: 

        --  replace the Company's existing US$150M senior secured revolving
            credit facility;
        --  fund the optional prepayment or redemption of certain
            outstanding debt securities issued by subsidiaries of the
            Company referred to below;
        --  provide for ongoing working capital needs of APLP and its
        --  support APLP's and its subsidiaries' collateral support
            obligations to contract counterparties;
        --  provide for general corporate purposes of APLP and its
        --  (subject to certain limitations) provide for ongoing working
            capital needs, general corporate purposes, and collateral
            support obligations to contract counterparties of Atlantic
            Power Generation, Inc. ("APGI"), another wholly-owned
            subsidiary of the Company;
        --  fund a debt service reserve, and pay transaction costs and
            expenses; and
        --  (upon closing) make a distribution to the Company from
            remaining proceeds of the term loans, which the Company may use
            for any corporate purpose, including, in the discretion of the
            Company, additional debt reduction which may, taking into
            account available funds, market conditions and other relevant
            factors, include steps to repurchase or redeem, by means of a
            tender offer or otherwise, a portion of the Company's 9.0%
            senior unsecured notes due 2018 (the "9.0% Notes").

The Company will optionally prepay or redeem in whole, at a price equal to par 
plus accrued interest and applicable make-whole premium, the following debt 
securities of its subsidiaries using funds that will be available under the 
new credit facilities:
        --  the $190,000,000 aggregate principal amount outstanding of 5.9%
            Senior Notes due 2014 issued by Curtis Palmer LLC; and
        --  the $150,000,000 aggregate principal amount outstanding of
            5.87% Senior Guaranteed Notes, Series A, due 2015 and the
            $75,000,000 aggregate principal amount outstanding of 5.97%
            Senior Guaranteed Notes, Series B, due 2017 issued by Atlantic
            Power (US) GP.

The early prepayment of the Atlantic Power (US) GP securities was facilitated 
by the Company's recent successful consent solicitation under which one 
hundred percent of the noteholders approved the issuer's solicitation of a 
waiver of the prepayment notice provisions of the Note Purchase Agreement 
governing such securities.

As previously disclosed in the Company's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 2013, the Company indicated that by the third 
quarter of 2014, it may trigger certain restrictions on its ability to make 
dividend payments as a result of failing the fixed charge coverage ratio 
included in the restricted payments covenant of the indenture governing the 
9.0% Notes, which must be at least 1.75 to 1.00, measured on a rolling four 
quarter basis, including after giving effect to certain pro forma adjustments. 
The Company currently believes that primarily due to the aggregate impact of 
the make-whole payment and charges for unamortized debt discount and fee 
expenses associated with the early prepayment or redemption of securities 
described above (all of which will be reflected as charges to the Company's 
2014 first quarter results), the Company will fail to meet the fixed charge 
coverage ratio as early as late February. As a consequence, further dividend 
payments, which are paid at the discretion of the Company's board of 
directors, in the aggregate cannot exceed the covenant's "basket" provision of 
the greater of $50 million and 2% of consolidated net assets (approximately 
$68 million at September 30, 2013) until such time that the fixed charge 
coverage ratio were to be satisfied.

The Company's existing senior secured credit facilities (the "existing 
revolving credit facilities") contain certain guaranties, which will be 
terminated in connection with the termination of the existing revolving credit 
facilities. In addition, the terms of the Company's 9.0% Notes provide that 
the guarantors of such existing revolving credit facilities guarantee the 9.0% 
Notes. As a result, upon termination of the existing revolving credit 
facilities and the related guaranties, the guaranties under the 9.0% Notes 
will be cancelled and the guarantors of the 9.0% Notes will be released from 
all of their obligations under such guaranties.

The new credit facilities will be secured by a pledge of the equity interests 
in APLP and its subsidiary guarantors, guaranties from the APLP subsidiary 
guarantors, a pledge of certain material contracts and certain mortgages over 
material real estate rights, an assignment of all revenues, funds and accounts 
of APLP and its subsidiary guarantors, and certain other assets. The new 
credit facilities will not be otherwise guaranteed or secured by the Company 
or any of its subsidiaries (other than the APLP subsidiary guarantors).

APLP's existing $210 million aggregate principal amount of 5.95% Medium Term 
Notes due June 23, 2036 (the "MTNs") prohibit APLP (subject to certain 
exceptions) from granting liens over any of its assets (and those of its 
material subsidiaries) to secure any indebtedness, unless the MTNs are secured 
equally and ratably with such other indebtedness. Accordingly, in connection 
with the execution of the new credit facilities, APLP will grant an equal and 
ratable security interest in the collateral package securing the new credit 
facilities in favor of the trustee for the benefit of the holders of the MTNs.

The closing of the new credit facilities is subject to syndication, the 
conclusion of negotiations, execution of final documentation, receipt of 
requisite approvals and satisfaction of customary closing conditions. There 
can be no assurance that APLP will be successful in its syndication efforts or 
that APLP will be able to enter into the new credit facilities.

The Company has appointed Goldman Sachs Lending Partners LLC and Bank of 
America Merrill Lynch as joint lead arrangers for the new credit facilities.

Subject to the conclusion of negotiations and execution of definitive 
documentation, the following is a summary of certain anticipated terms of the 
new credit facilities.

The new credit facilities will require APLP and its subsidiary guarantors to 
maintain a leverage ratio of total debt to adjusted EBITDA, and an interest 
coverage ratio of adjusted EBITDA to cash interest expense. In addition, the 
new credit facilities will include customary restrictions and limitations on 
APLP's and its subsidiary guarantors' ability to (i) incur additional 
indebtedness, (ii) grant liens on any of their assets, (iii) change their 
conduct of business or enter into mergers, consolidations, reorganizations, or 
certain other corporate transactions, (iv) dispose of assets, (v) modify 
material contractual obligations, (vi) enter into affiliate transactions, 
(vii) incur capital expenditures, and (viii) make dividend payments or other 
distributions, in each case subject to customary carve-outs and exceptions and 
various negotiated thresholds.

If the Company experiences a change of control (as defined in the new credit 
facilities), unless the Company elects to make a voluntary prepayment of the 
term loans under the new credit facilities, it will be required to offer each 
electing lender to prepay such lender's term loans under the new credit 
facilities at a price equal to 101% of par.

The new credit facilities will also be subject to customary mandatory 
prepayment provisions, including:
        --  from proceeds of assets sales, insurance proceeds, and
            incurrence of indebtedness, in each case subject to applicable
            thresholds and customary carve-outs; and
        --  using 50% of excess cash flow from APLP.

Cautionary Note Regarding Forward-looking Statements

To the extent any statements made in this news release contain information 
that is not historical, these statements are forward-looking statements within 
the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and 
Section 21E of the U.S. Securities Exchange Act of 1934, as amended and under 
Canadian securities law (collectively, "forward-looking statements").

Certain statements in this news release may constitute "forward-looking 
statements", which reflect the expectations of management regarding the future 
growth, results of operations, performance and business prospects and 
opportunities of our Company and our projects. These statements, which are 
based on certain assumptions and describe our 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 following:
        --  the successful syndication, negotiation (including the
            definitive terms of relevant covenants) and execution of the
            new credit facilities;
        --  the Company's general expectations regarding the use of
        --  the specific series of debt securities of the Company's
            subsidiaries to be redeemed or prepaid, if at all; and
        --  the Company's potential compliance or non-compliance with the
            fixed charge coverage ratio in the indenture governing the
            Company's 9.0% Notes.

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" in the Company's periodic reports as 
filed with the Securities and Exchange Commission from time to time for a 
detailed discussion of the risks and uncertainties affecting our 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.

About Atlantic Power

Atlantic Power owns and operates a diverse fleet of power generation assets in 
the United States and Canada. Atlantic Power'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. Its power generation projects in operation have 
an aggregate gross electric generation capacity of approximately 3,018 MW in 
which its aggregate ownership interest is approximately 2,098 MW. Its current 
portfolio consists of interests in twenty-nine operational power generation 
projects across eleven states in the United States and two provinces in Canada.

Atlantic Power has a market capitalization of approximately $400 million 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 or contact:

Atlantic Power Corporation  Amanda Wagemaker, Investor Relations  (617) 

Copies of financial data and other publicly filed documents are filed on SEDAR 
at or on EDGAR at under "Atlantic Power 
Corporation" or on the Company's website.

SOURCE  Atlantic Power Corporation 
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CO: Atlantic Power Corporation
ST: Massachusetts
-0- Jan/30/2014 13:30 GMT
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