Press Release December 07, 2011

Goodwin Advises Atlantic Power in Its $1 Billion Cross-Border Acquisition of Capital Power

Goodwin Procter recently represented Atlantic Power Corporation in its acquisition of Capital Power Income, a Canadian publicly traded partnership, for over $1 billion.  Atlantic Power is an independent power producer, with power projects located in major markets across the United States

Atlantic Power announced its agreement to acquire Capital in a part-stock, part-cash transaction in June 2011. The transaction was financed and completed in a series of steps, including the filing and clearance of joint proxy materials with the SEC and Canadian regulators, a dual-registered public offering of over 12 million common shares, and a private placement of $460 million of 9% senior notes. Atlantic Power announced the completed acquisition on November 7.

Since Atlantic and Capital are public companies in Canada, the Goodwin deal team had to carefully choreograph the proxy solicitation and financing transactions to ensure compliance with both U.S. and Canadian regulatory requirements and market practice.

The acquisition marks a milestone in Goodwin’s representation of Atlantic Power. The firm’s relationship with Atlantic began in 2004 in connection with its IPO on the Toronto Stock Exchange. Later, from 2009 to 2010, Goodwin helped Atlantic register as a reporting company with the SEC and complete an initial listing on the New York Stock Exchange, a complex, multi-step process involving the conversion of income participating securities into common shares and side-by-side public offerings of common stock and convertible debentures – both of which were registered in the U.S. and Canada

The Goodwin deal team was led by partners Laura Hodges TaylorYoel Kranz and Jim Barri.