UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):December 2, 2019
ATLANTIC POWER CORPORATION
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | | 001-34691 | | 55-0886410 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
3 Allied Drive, Suite 155
Dedham, MA | | 02026 |
| (Address of principal executive offices) | | (Zip Code) |
(617) 977-2400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on which registered |
| Common Shares, no par value, and the associated Rights to Purchase Common Shares | AT | The New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
As previously announced on November 14, 2019 by Atlantic Power Corporation and Atlantic Power Preferred Equity Ltd. (“Preferred Equity”), the dividend rate for Preferred Equity’s outstanding Cumulative Rate Reset Preferred Shares, Series 2 (the “Series 2 Shares”), will be reset on December 31, 2019, and the dividend rate on Preferred Equity’s outstanding Cumulative Floating Rate Preferred Shares, Series 3 (the “Series 3 Shares”), will be reset on December 31, 2019, in both cases based on calculations performed on November 29, 2019.
On December 2, 2019, Atlantic Power Corporation issued a press release announcing the results of the rate reset (the “Press Release”). The Series 2 Shares Fixed Dividend Rate (the “Fixed Dividend Rate”) was calculated to be 5.67%, representing the sum of the Canadian Government five-year bond yield of 1.49% plus 4.18%. Such Fixed Dividend Rate will commence with the March 31, 2020 dividend payment to the holders of the Series 2 Shares and continue through the December 31, 2024 dividend payment to the holders of the Series 2 Shares, at which time such Fixed Dividend Rate will again be reset.
The Series 3 Shares Floating Dividend Rate (the “Floating Dividend Rate”) was calculated to be 5.83%, representing the sum of the Canadian Government 90-day Treasury Bill yield (using the three-month average result of 1.65%) plus 4.18%. Such Floating Dividend Rate will be effective with the March 31, 2020 dividend payment to the holders of the Series 3 Shares. The Floating Dividend Rate will be reset each quarter.
A copy of the Press Release is included as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d)Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Atlantic Power Corporation |
| | |
| | |
| Dated: December 2, 2019 | By: | /s/ Terrence Ronan |
| | | Name: | Terrence Ronan |
| | | Title: | Chief Financial Officer |
