ATLANTIC POWER CORPORATION
One Federal St., Floor 30
Boston, Massachusetts 02110
June 25, 2012
VIA EDGAR AND FACSIMILE
Ms. Mara L. Ransom
Ms. Lilyanna L. Peyser
Mr. Christopher Chase
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Atlantic Power Corporation (the “Registrant”)
Registration Statement on Form S-1 (File No. 333-181224)
Dear Ms. Ransom:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of effectiveness of its registration statement on Form S-1 (File No. 333-181224) at 2:00 p.m. Eastern Time on June 26, 2012, or as soon as practicable thereafter. By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.
In connection with this request, the Registrant acknowledges that:
(1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(3) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature Page Follows]
| Very truly yours, | ||
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| Atlantic Power Corporation | ||
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| By: | /s/ Barry E. Welch | |
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| Name: | Barry E. Welch |
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| Title: | President and Chief Executive Officer |
