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): ~~March~~April 317, 2021

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. ¨

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On April 1 7, 2021, ~~the~~ Atlantic Power Corporation (“Atlantic Power” or the “Company”), ~~Atlantic~~convened ~~Power Preferred Equity Ltd. (“APPEL”),~~ a ~~wholly-owned subsidiary~~special ofmeeting ~~the Company, Atlantic Power Limited Partnership~~ (~~“APLP”), a wholly-owned subsidiary of~~ the ~~Company, and Tidal Power Holdings Limited and Tidal Power Aggregator, L.P. (collectively the~~ “~~Purchasers”),~~Common ~~each~~Shareholder ~~an affiliate of infrastructure funds managed by I Squared Capital Advisors (US) LLC, entered into an amendment (the “Amendment~~Meeting”) ~~to the Arrangement Agreement~~ ~~dated January 14, 2021 (the “Arrangement Agreement”) and to the plan~~ of ~~arrangement~~holders (the “~~Arrangement”)~~Common ~~set out in Schedule A of the Arrangement Agreement (the transaction contemplated thereby, the “Transaction~~Shareholders”). ~~The Amendment provides for certain administrative and housekeeping amendments to the Arrangement Agreement and to, among other things, clarify the mechanics surrounding the payment~~ of ~~consideration payable pursuant to~~ the ~~Transaction.~~Company's ~~The~~common ~~Amendment also adds a step to the Arrangement to, among other things, provide for the creation of a class of non-voting preferred~~ shares ~~in connection with the Pre-Acquisition Reorganization~~ (~~as defined in~~ the ~~Arrangement~~“Common ~~Agreement~~Shares”) ~~pursuant to Section 4~~.12 of the Arrangement Agreement. The creation and issuance of any such shares will not occur until immediately prior to the effective time of the Arrangement and will only occur if the Purchasers have irrevocably waived or confirmed in writing the satisfaction of all conditions to closing in their favor and shall have confirmed in writing that they are prepared, and able, to promptly and without condition proceed to effect the Arrangement. Additional information regarding the Amendment can be found in the supplement to the Company’s definitive information circular and proxy statement dated of even date herewith.

~~Item~~The 8following matters were submitted to a vote of the Company’s Common Shareholders at the Common Shareholder Meeting: (i) a proposal to consider, pursuant to an interim order of the Supreme Court of British Columbia, dated as of February 19, 2021 (the “Interim Order”), and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”) to approve an arrangement (the “Arrangement”) in accordance with Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) pursuant to the Arrangement Agreement (the “Arrangement Agreement”), dated as of January 14, 2021, as amended on April 1, 2021, by and among the Company, Atlantic Power Preferred Equity Ltd.01 (“APPEL”), Atlantic Power Limited Partnership (“APLP”), Tidal Power Holdings Limited, and Tidal Power Aggregator, L.P., ~~Other~~(together ~~Events~~with Tidal Power Holdings Limited, the “Purchasers”), to effect among other things, the acquisition by the Purchasers of all of the outstanding Common Shares in exchange for US$3.03 in cash per Common Share (less any applicable withholding taxes) (ii) a proposal to consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Arrangement (the “NEO arrangement-related compensation proposal”); and (iii) a proposal, subject to the provisions of the Arrangement Agreement, to consider and vote on the proposal to approve the adjournment or postponement of the Common Shareholder Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Arrangement Resolution (the “Adjournment Resolution”). These proposals are described in more detail in the definitive information circular and proxy statement filed by Atlantic Power on March 2, 2021. The number of Common Shares outstanding and eligible to vote as of the record date for the Common Shareholder Meeting, February 16, 2021, was 89,222,568, and a total of 54,730,623 shares of Common Shares (61.34%) were represented at the meeting in person or by proxy.

OnEach ~~April~~of ~~1, 2021,~~ the ~~Company~~matters ~~issued~~submitted ~~a press release (the “Press Release”) announcing that on March 31, 2021, it executed a new agreement~~ to sell capacity from the Oxnard plant for an additional two years, effective January 1, 2022 through December 31, 2023. Oxnard is an approximately 49 megawatt gas-fired plant located in Oxnard, California. The plant is currently operating under a ~~Resource~~vote ~~Adequacy (“RA”) agreement through December 31, 2021. Under this agreement, which satisfies the load obligations~~ of ~~a community choice aggregator, Oxnard receives a fixed monthly~~the ~~capacity~~Company’s ~~payment~~Common ~~and~~Shareholders ~~has~~at the ~~opportunity~~Common toShareholder ~~receive~~Meeting ~~revenue~~was ~~from~~approved ~~the~~by ~~potential sale of energy and ancillary services. The new RA agreement for 2022 and 2023 will satisfy~~ the ~~load~~requisite ~~obligations~~vote of ~~a different entity than~~ the ~~current~~Company’s ~~one~~Common Shareholders. ~~Oxnard~~Set ~~will~~forth ~~continue~~below tois ~~receive fixed monthly capacity payments and potentially earn revenue from~~ the ~~sale~~number of ~~energy~~votes ~~and~~cast ~~ancillary~~for ~~services.~~or ~~The capacity payment is modestly~~against ~~higher~~as ~~than~~to ~~the~~each ~~level~~such ~~in place for 2021.~~matter:

~~Item 9~~1.~~01.~~ ~~Financial~~Proposal ~~Statements~~to ~~and~~adopt ~~Exhibits~~the Arrangement Resolution:

For		Against
47,813,680		6,916,941

Proposal to approve the NEO arrangement-related compensation proposal:

For		Against
45,885,376		8,845,244

Proposal to approve the Adjournment Resolution:

For		Against
46,469,790		8,260,830

In addition, on April 7, 2021, APPEL, a wholly owned subsidiary of Atlantic Power, convened a special meeting (the “Preferred Shareholder Meeting”) of holders (the “Preferred Shareholders”) of preferred shares in the capital of APPEL, being (i) the 4.85% cumulative redeemable preferred shares, Series 1 in the capital of APPEL, (ii) the 7.00% cumulative rate reset preferred shares, Series 2 in the capital of APPEL, and (iii) the cumulative floating rate preferred shares, Series 3 in the capital of APPEL (collectively, the “Preferred Shares”).

The following matters were submitted to a vote of APPEL’s Preferred Shareholders at the Preferred Shareholder Meeting: (i) a proposal to consider and, if deemed advisable, to pass, with or without variation, a special resolution to approve the continuance (the “Continuance”) of APPEL from the jurisdiction of the Province of Alberta to the jurisdiction of the Province of British Columbia pursuant to Section 302 of the Business Corporations Act (British Columbia) (the “BCBCA”) and Section 189 of the Business Corporations Act (Alberta) (the “ABCA”) (the “Continuance Resolution”); and (ii) a proposal to consider, pursuant to an interim order of the Supreme Court of British Columbia, dated as of February 19, 2021, (the “Interim Order”) and, if deemed advisable, to pass, with or without variation, a special resolution to approve the Arrangement in accordance with Division 5 of Part 9 of the BCBCA pursuant to the Arrangement Agreement to effect among other things, the transfer to APPEL of all of the outstanding Preferred Shares in exchange for C$22.00 in cash per Preferred Share (less any applicable withholding taxes) (the “Preferred Shareholder Resolution”). These proposals are described in more detail in the definitive information circular and proxy statement filed by Atlantic Power on March 2, 2021. The number of Preferred Shares outstanding and eligible to vote as of the record date for the Preferred Shareholder Meeting, February 16, 2021, was 6,864,863, and a total of 3,843,338 Preferred Shares (55.99%) were represented at the meeting in person or by proxy.

Each of the matters submitted to a vote of APPEL’s Preferred Shareholders at the Preferred Shareholder Meeting was approved by the requisite vote of APPEL’s Preferred Shareholders. Set forth below is the number of votes cast for or against as to each such matter:

Proposal to approve the Continuance Resolution:

For		Against
2,850,931		992,407

Proposal to approve the Preferred Shareholder Resolution:

For		Against
2,989,486		853,852

Item 8.01.

Other Events.

Incorporated by reference is Exhibit 99.1 attached hereto, a press release issued by the Company on April 7, 2021 (the “Press Release”) announcing approval of the Arrangement by Common Shareholders and Preferred Shareholders, approval of the Continuance Resolution by Preferred Shareholders and certain related matters relating to the closing of the Transaction and the Debentureholder Meeting (each as defined in the Press Release).

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

	Exhibit Number	Description
Exhibit		Description
	99.1	Amendment to Arrangement Agreement and Plan of Arrangement, dated April 1, 2021.
Exhibit 99.1		Press Release of Atlantic Power Corporation, dated April 7, 2021.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note Regarding Forward-Looking Statements

ToCertain ~~the extent any~~ statements ~~made~~ in this ~~news~~Current ~~release~~Report ~~contain~~on ~~information that~~Form 8-K ismay ~~not~~constitute forward-looking ~~historical,~~information ~~these~~or ~~statements are~~ forward-looking statements within the meaning of ~~Section~~applicable ~~27A~~securities laws (collectively, "forward-looking statements"), which reflect the expectations of management regarding the ~~U.S.~~future ~~Securities~~growth, ~~Act~~results of operations, performance and business ~~1933~~prospects and opportunities of the Company and its projects. These statements, aswhich ~~amended~~are based on certain assumptions and describe the Company's future plans, strategies and ~~Section~~expectations, ~~21E~~can generally be identified by the use of the ~~U.S.~~words ~~Securities~~"plans", ~~Exchange~~"expects", "does ~~Act~~not ofexpect", ~~1934~~"is expected", as"budget", ~~amended~~"estimates", ~~and~~"forecasts", ~~under~~"targets", "intends", ~~Canadian~~"anticipates" ~~securities~~or ~~law~~"does ~~(collectively~~not anticipate", "believes", "outlook", "objective", or "~~forward-looking~~continue", ~~statements~~or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, ")may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.

~~Certain~~Forward-looking statements ininvolve ~~this~~significant ~~news~~risks ~~release~~and ~~may constitute forward-looking~~uncertainties, ~~information~~should ornot ~~forward-looking~~be ~~statements~~read ~~within~~as ~~the~~guarantees ~~meaning~~ of ~~applicable~~future ~~securities~~performance ~~laws~~or ~~(collectively~~results, ~~“forward-looking~~and ~~statements”), which~~will ~~reflect~~not ~~the~~necessarily ~~expectations~~be accurate indications of ~~management~~whether ~~regarding~~or not or the ~~future~~times ~~growth,~~at ~~results~~or ofby ~~operations,~~which such performance ~~and~~or ~~business~~results ~~prospects~~will ~~and~~be achieved. Please refer to the factors discussed under "Risk Factors" ~~opportunities~~and of"Forward-Looking Information" in the Company's ~~and~~periodic ~~its~~reports ~~projects~~as filed with the U.S. ~~These~~Securities ~~statements,~~and ~~which~~Exchange ~~are~~Commission (the ~~based~~"SEC") onfrom ~~certain~~time ~~assumptions~~to time for a detailed discussion of the risks and ~~describe~~uncertainties affecting the Company's. ~~future~~Although the forward-looking ~~plans,~~statements ~~strategies~~contained ~~and~~in ~~expectations,~~this ~~can~~Current ~~generally~~Report beon ~~identified~~Form 8-K byare ~~the~~based ~~use~~upon ofwhat ~~the~~are ~~words~~believed ~~“plans”,~~to ~~“expects”~~be reasonable assumptions, ~~“does~~investors ~~not~~cannot ~~expect”,~~be ~~“is~~assured ~~expected”,~~that ~~“budget”,~~actual ~~“estimates”,~~results ~~“forecasts”,~~will ~~“targets”, “intends”,~~be ~~“anticipates”~~consistent orwith ~~“does~~these ~~not~~forward-looking ~~anticipate”~~statements, ~~“believes”,~~and ~~“outlook”, “objective”,~~the ordifferences ~~“continue”,~~may orbe ~~equivalents~~material. orThese forward-looking ~~variations,~~statements ~~including~~are ~~negative~~made ~~variations,~~as of ~~such~~the ~~words~~date ~~and~~of ~~phrases, or~~this ~~state~~Current ~~that~~Report ~~certain~~on ~~actions~~Form 8-K and, ~~events~~except oras ~~results,~~expressly ~~“may”,~~required ~~“could”,~~by ~~“would”~~applicable law, ~~“should”,~~the ~~“might” or~~Company ~~“will”~~assumes beno ~~taken,~~obligation ~~occur~~to update or berevise ~~achieved~~them to reflect new events or circumstances.

Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. Please refer to the factors discussed under “Risk Factors” and “Forward-Looking Information” in the Company’s periodic reports as filed with the U.S. Securities and Exchange Commission (the “SEC”) from time to time for a detailed discussion of the risks and uncertainties affecting the Company. Although the forward-looking statements contained in this news release are based upon what are believed to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

Additional Information about the Arrangement and Where to Find It

This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This report is being made in respect of the Transaction involving Atlantic Power, APPEL and the Purchasers pursuant to the terms of the Arrangement Agreement by and among Atlantic Power, APPEL and the Purchasers and may be deemed to be soliciting material relating to the Arrangement. In connection with the Transaction, Atlantic Power will file a management information circular and proxy statement relating to a special meeting of the holders of Common Shares with the SEC and Canadian Securities Administrators. Additionally, Atlantic Power will file other relevant materials in connection with the Transaction with the SEC. Securityholders of Atlantic Power are urged to read the management information circular and proxy statement regarding the Transaction and any other relevant materials carefully in their entirety when they become available before making any voting or investment decision with respect to the Transaction because they will contain important information about the Transaction and the parties to the Arrangement Agreement. The definitive management information circular and proxy statement will be mailed to holders of Atlantic Power’s Common Shares. Holders of Atlantic Power’s Common Shares will be able to obtain a copy of the management information circular and proxy statement, and the filings with the SEC and Canadian Securities Administrators that will be incorporated by reference into the management information circular and proxy statement, as well as other filings containing information about the Transaction and the parties to the Arrangement Agreement made by Atlantic Power with the SEC and Canadian Securities Administrators free of charge on EDGAR at www.sec.gov, on SEDAR at www.sedar.com, or on Atlantic Power’s website at www.atlanticpower.com. Information contained on, or that may be accessed through, the websites referenced in this report is not incorporated into and does not constitute a part of this report. These website addresses are included only as inactive textual references and are not intended to be active links.

Participants in the Solicitation

Atlantic Power and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Atlantic Power’s Common Shares in respect of the Transaction. Information about Atlantic Power’s directors and executive officers is set forth in the proxy statement and proxy circular for Atlantic Power’s 2020 Annual General Meeting of Shareholders, which was filed with the SEC and Canadian Securities Administrators on April 28, 2020. Investors may obtain additional information regarding the interest of such participants by reading the management information circular and proxy statement regarding the Transaction when it becomes available.

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: April 2, 2021	By:	/s/ Terrence Ronan
Dated: April 7, 2021	By:	/s/ Terrence Ronan
		Name:	Terrence Ronan
		Title:	Chief Financial Officer

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