|
British Columbia, Canada
(State or Other Jurisdiction of Incorporation or Organization) |
| |
4900
(Primary Standard Industrial Classification Code Number) |
| |
55-0886410
(I.R.S. Employer Identification Number) |
|
|
Craig B. Brod
Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
| |
William Gorman
Goodmans LLP Bay Adelaide Centre-West Tower 333 Bay Street, Suite 3400 Toronto, Ontario M5H 2S7 (416) 979-2211 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☒ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☐ | |
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| | | | | 27 | | | |
| | | | | 27 | | |
|
Date
|
| |
Price Per Common Share
|
| |
Number of Common Shares
|
|
|
February 25, 2020
|
| |
US$2.49
|
| |
587,379
|
|
TSX Date
|
| |
High
|
| |
Low
|
| |
Volume
|
| |||
August 2019
|
| |
Cdn$3.18
|
| |
Cdn$3.02
|
| | | | 659,553 | | |
September 2019
|
| |
Cdn$3.37
|
| |
Cdn$3.04
|
| | | | 708,381 | | |
October 2019
|
| |
Cdn$3.15
|
| |
Cdn$3.03
|
| | | | 761,469 | | |
November 2019
|
| |
Cdn$3.23
|
| |
Cdn$3.06
|
| | | | 580,334 | | |
December 2019
|
| |
Cdn$3.23
|
| |
Cdn$3.02
|
| | | | 612,104 | | |
January 2020
|
| |
Cdn$3.23
|
| |
Cdn$3.01
|
| | | | 2,050,714 | | |
February 2020
|
| |
Cdn$3.35
|
| |
Cdn$3.06
|
| | | | 1,092,184 | | |
March 2020
|
| |
Cdn$3.07
|
| |
Cdn$2.46
|
| | | | 2,818,584 | | |
April 2020
|
| |
Cdn$2.94
|
| |
Cdn$2.62
|
| | | | 1,874,843 | | |
May 2020
|
| |
Cdn$2.91
|
| |
Cdn$2.53
|
| | | | 1,008,459 | | |
June 2020
|
| |
Cdn$2.91
|
| |
Cdn$2.52
|
| | | | 1,209,211 | | |
July 2020
|
| |
Cdn$2.79
|
| |
Cdn$2.62
|
| | | | 985,933 | | |
August 1-21, 2020
|
| |
Cdn$2.94
|
| |
Cdn$2.60
|
| | | | 1,630,700 | | |
NYSE Date
|
| |
High
|
| |
Low
|
| |
Volume
|
| |||
August 2019
|
| |
US$2.40
|
| |
US$2.27
|
| | | | 1,493,277 | | |
September 2019
|
| |
US$2.55
|
| |
US$2.30
|
| | | | 1,458,667 | | |
October 2019
|
| |
US$2.40
|
| |
US$2.28
|
| | | | 1,575,564 | | |
November 2019
|
| |
US$2.45
|
| |
US$2.32
|
| | | | 1,113,426 | | |
December 2019
|
| |
US$2.43
|
| |
US$2.31
|
| | | | 1,359,389 | | |
January 2020
|
| |
US$2.43
|
| |
US$2.32
|
| | | | 1,395,057 | | |
February 2020
|
| |
US$2.52
|
| |
US$2.27
|
| | | | 1,430,214 | | |
NYSE Date
|
| |
High
|
| |
Low
|
| |
Volume
|
| |||
March 2020
|
| |
US$2.30
|
| |
US$1.76
|
| | | | 4,754,387 | | |
April 2020
|
| |
US$2.11
|
| |
US$1.84
|
| | | | 3,144,595 | | |
May 2020
|
| |
US$2.12
|
| |
US$1.80
|
| | | | 2,529,268 | | |
June 2020
|
| |
US$2.15
|
| |
US$1.84
|
| | | | 6,334,500 | | |
July 2020
|
| |
US$2.06
|
| |
US$1.95
|
| | | | 2,892,935 | | |
August 1-21, 2020
|
| |
US$2.23
|
| |
US$1.95
|
| | | | 1,152,093 | | |
Date
|
| |
High
|
| |
Low
|
| |
Volume
|
| |||
August 2019
|
| |
Cdn$106.00
|
| |
Cdn$104.31
|
| | | | 206,000 | | |
September 2019
|
| |
Cdn$107.4
|
| |
Cdn$103.60
|
| | | | 509,000 | | |
October 2019
|
| |
Cdn$105.25
|
| |
Cdn$103.25
|
| | | | 672,000 | | |
November 2019
|
| |
Cdn$106.00
|
| |
Cdn$104.15
|
| | | | 171,000 | | |
December 2019
|
| |
Cdn$105.75
|
| |
Cdn$103.77
|
| | | | 456,000 | | |
January 2020
|
| |
Cdn$106.14
|
| |
Cdn$104.00
|
| | | | 323,000 | | |
February 2020
|
| |
Cdn$107.00
|
| |
Cdn$103.00
|
| | | | 292,000 | | |
March 2020
|
| |
Cdn$104.25
|
| |
Cdn$85.00
|
| | | | 876,000 | | |
April 2020
|
| |
Cdn$100.00
|
| |
Cdn$95.00
|
| | | | 4,119,000 | | |
May 2020
|
| |
Cdn$100.50
|
| |
Cdn$97.00
|
| | | | 1,150,000 | | |
June 2020
|
| |
Cdn$102.00
|
| |
Cdn$100.00
|
| | | | 1,338,000 | | |
July 2020
|
| |
Cdn$101.50
|
| |
Cdn$100.06
|
| | | | 326,000 | | |
August 1-21, 2020
|
| |
Cdn$103.48
|
| |
Cdn$101.01
|
| | | | 869,000 | | |
| | |
As of June 30, 2020
(unaudited) (in thousands of US$) |
| |||
Cash and cash equivalents:
|
| | | | 37,993 | | |
Debt: | | | | | | | |
Series E Debentures
|
| | | | 84,387 | | |
Senior unsecured notes
|
| | | | 154,098 | | |
Current portion of senior secured term loan facility
|
| | | | 83,000 | | |
Senior secured term loan facility
|
| | | | 262,000 | | |
Current portion of project-level debt
|
| | | | 3,000 | | |
| | |
As of June 30, 2020
(unaudited) (in thousands of US$) |
| |||
Project-level debt
|
| | | | 13,390 | | |
Total debt:
|
| | | | 599,875 | | |
Shareholders’ equity:
|
| | | | | | |
Common shares, no par value per share, unlimited authorized shares, 91,952,348 shares issued and outstanding
|
| | | | 1,224,567 | | |
Preferred shares issued by a subsidiary company
|
| | | | 168,803 | | |
Accumulated other comprehensive loss
|
| | | | (147,305) | | |
Retained deficit
|
| | | | (1,140,395) | | |
Total shareholder’s equity
|
| | | | 105,670 | | |
Total capitalization
|
| | | | 705,545 | | |
|
|
New Issue
|
| |
August 24, 2020
|
|
| | |
Page
|
| |||
| | | | C-1 | | | |
| | | | C-2 | | | |
CURRENCY AND EXCHANGE RATE INFORMATION
|
| | | | | | |
| | | | C-2 | | | |
| | | | C-3 | | | |
PRIOR SALES
|
| | | | | | |
TRADING PRICE AND VOLUME
|
| | | | | | |
EARNINGS COVERAGE RATIOS
|
| | | | | | |
CONSOLIDATED CAPITALIZATION
|
| | | | | | |
| | | | C-5 | | | |
| | | | C-6 | | | |
| | | | C-6 | | | |
| | | | C-7 | | | |
| | | | C-7 | | | |
EXEMPTIONS
|
| | | | | | |
| | | | C-7 | | | |
| | | | C-7 | | | |
| | | | C-9 | | | |
| | | | C-9 | | | |
| | | | C-10 | | |
|
By: (Signed) JAMES J. MOORE, JR.
Chief Executive Officer |
| |
By: (Signed) TERRENCE RONAN
Chief Financial Officer |
|
|
By: (Signed) KEVIN T. HOWELL
Director |
| |
By: (Signed) RICHARD FOSTER DUNCAN
Director |
|
|
SEC registration fee
|
| | | $ | 32,450(1) | | |
|
Legal fees and expenses
|
| | | | * | | |
|
Accounting fees and expenses
|
| | | | * | | |
|
Printing and related expenses
|
| | | | * | | |
|
Trustee fees and expenses
|
| | | | * | | |
|
Miscellaneous expenses
|
| | | | * | | |
|
Total
|
| | | $ | * | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ JAMES J. MOORE, JR.
James J. Moore, Jr.
|
| | President, Chief Executive Officer and Director (principal executive officer) | | |
August 24, 2020
|
|
|
/s/ TERRENCE RONAN
Terrence Ronan
|
| | Executive Vice President and Chief Financial Officer (principal financial and accounting officer) | | |
August 24, 2020
|
|
|
/s/ KEVIN T. HOWELL*
Kevin T. Howell
|
| | Chairman of the Board | | |
August 24, 2020
|
|
|
/s/ RICHARD FOSTER DUNCAN*
Richard Foster Duncan
|
| | Director | | |
August 24, 2020
|
|
|
/s/ DANIELLE S. MOTTOR*
Danielle S. Mottor
|
| | Director | | |
August 24, 2020
|
|
|
/s/ GILBERT S. PALTER*
Gilbert S. Palter
|
| | Director | | |
August 24, 2020
|
|
Exhibit 23.4
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Atlantic Power Corporation:
We consent to the use of our reports dated February 27, 2020, with respect to the consolidated balance sheets of Atlantic Power Corporation and subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (and financial statement schedules I to II), and the effectiveness of internal control over financial reporting as of December 31, 2019, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
New York, New York
August 24, 2020