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EX-99.1 - EX-99.1 - ATLANTIC POWER CORPa11-13324_1ex99d1.htm





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): May 25, 2011



(Exact name of registrant as specified in its charter)


British Columbia, Canada





(State or other jurisdiction of
incorporation or organization)


(Commission File


(I.R.S. Employer
Identification No.)


200 Clarendon Street, Floor 25
Boston, MA



(Address of principal executive offices)


(Zip code)


(617) 977-2400

(Registrant’s telephone number, including area code)


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:


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01.


Regulation FD Disclosure.


On May 25, 2011, Atlantic Power Corporation (the “Company”) hosted an analyst site visit and presentation at its renewable energy facility in Cadillac, Michigan. A copy of the presentation slides from that meeting is attached hereto as Exhibit 99.1 and incorporated by reference. Such slides are also posted on the Company’s website at under “Media & Events — Presentations.”


The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in that filing.


Forward-Looking Statements


Certain statements in Exhibit 99.1 may constitute “forward-looking statements,” which reflect the expectations of management regarding the future growth, results of operations, performance and business prospects and opportunities of the Company and its projects. These statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “project,” “continue,” “believe,” “intend,” “anticipate,” “expect” or similar expressions that are predictions of or indicate future events or trends and which do not relate solely to present or historical matters.


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” in the Company’s periodic reports as filed with the Securities and Exchange Commission from time to time for a detailed discussion of the risks and uncertainties affecting the Company.


Although the forward-looking statements contained in the exhibit 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 the presentation and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.


Project Adjusted EBITDA as used in the exhibit is a non-GAAP measure. Project Adjusted EBITDA is defined as project income less interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. The Company uses unaudited Project Adjusted EBITDA to provide comparative information about project performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. Investors are cautioned that the Company may calculate this measure in a manner that is different from other companies.


Item 9.01.


Financial Statements and Exhibits.


(d) Exhibits










Presentation Slides






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: May 27, 2011


/s/ Patrick J. Welch




Patrick J. Welch




Chief Financial Officer














Presentation Slides