Atlantic Power Completes IPO

On November 18, 2004, Atlantic Power Corp. completed an initial public offering of 32,000,000 income participating securities (IPSs) for gross proceeds of $320 million. Each IPS represented one common share of Atlantic and C$5.767 aggregate principal amount of 11 per cent subordinated notes of Atlantic. The IPS structure is designed for Canadian investors and provides monthly distributions, similar to those provided by income funds, in the form of dividends on the common share component of each IPS and interest on the note component of each IPS. The offering by Atlantic was the second initial public offering of IPSs in Canada.

In connection with the closing of the offering, Atlantic also completed a private placement of $36,501,000 aggregate principal amount of separate subordinated notes to the Caisse de dépôt et placement du Québec. Atlantic used the proceeds of the offering, together with the proceeds from the sale of the separate subordinated notes, to indirectly acquire interests in 15 power generation projects located primarily in the US. Fourteen of the projects are located across nine states, representing most major US power markets, and one project is located in Jamaica.

The offering was underwritten by a syndicate of underwriters that was led by BMO Nesbitt Burns Inc., and included CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Capital Corp., Desjardins Securities Inc., Dundee Securities Corp., First Associates Investments Inc., HSBC Securities (Canada) Inc., Lehman Brothers Inc. and Raymond James Ltd.

Atlantic and its subsidiaries and ArcLight Capital Partners, LLC (the manager of the promoters of the offering) were represented by an in-house legal team that included John Tisdale and Christine Miller; by Goodmans, with a team that included Stephen Pincus, Bill Gorman, Mark Surchin, Mark Ableman, Cicely Leemhuis and Piran Thillainathan (corporate/securities) and Jon Northup and Maureen Berry (tax); by Goodwin Procter in the US with a team that included Laura Hodges Taylor, Sharon Schlesinger, Jason Portnoy, Gina Martin and Brian McPeake (corporate/securities) and Bill Whitledge and Mark Kirshenbaum (tax); and by Freshfields Bruckhaus Deringer with a team that included Ted Burke, Orli Hacker and Diane Marciniak. Peg Moore of Van Ness Feldman provided US regulatory advice to Atlantic and ArcLight.

The underwriters were represented by Blake, Cassels & Graydon, with a team that included Jeff Lloyd, Brendan Reay, Sam Principi, Markus Viirland, Erica Young, John Bursic, Mark Rushton and Walied Soliman (corporate/securities) and Ken Snider and Kathleen Penny (tax); by Paul, Weiss, Rifkind, Wharton & Garrison in the US with a team that included Andrew Foley and Sheila Gibb (corporate), and Rick Bronstein, Annie Jeong and Michael Levin (tax); and John & Hengerer with a team that included Doug John and Liz Zembruski (US regulatory).

Alain Nadon of Pouliot Mercure represented the Caisse on the private placement of separate subordinated notes.