I Squared Capital enters agreement to acquire Atlantic Power

Atlantic Power Corporation (Atlantic Power), an independent power producer with operations in eleven U.S. states and two Canadian provinces, today announced that it has entered into a definitive agreement with I Squared Capital, a leading global infrastructure investor, under which the company's outstanding common shares and convertible debentures, and the outstanding preferred shares and medium-term notes of certain of its subsidiaries, will be acquired.

The total enterprise value of the deal is approximately US$961 million (based on current foreign exchange rates) and the transaction was unanimously approved by Atlantic Power's board of directors.

The acquisition of Atlantic Power's outstanding common shares and the redemption of the outstanding preferred shares of APPEL will be completed by way of a plan of arrangement under the Business Corporations Act (British Columbia). In connection with the Arrangement, Atlantic Power's shareholder rights plan will be terminated and all rights to purchase Atlantic Power's common shares issued pursuant to the shareholder rights plan will be canceled.

Goldman Sachs & Co. LLC is acting as lead financial advisor to the Special Committee. Blair Franklin Capital Partners Inc. is acting as financial advisor to the Special Committee, the Board, and the board of directors of APPEL and has provided its fair opinions on a fixed-fee basis. Cleary Gottlieb Steen & Hamilton LLP is acting as U.S. legal counsel to the Special Committee and Atlantic Power, and Goodmans LLP is acting as Canadian legal counsel to the Special Committee and Atlantic Power. Kingsdale Advisors is acting as strategic shareholder advisor and proxy solicitation agent to Atlantic Power.

RBC Capital Markets is acting as financial advisor and arranging to finance in support of the deal for I Squared Capital. Sidley Austin LLP is acting as U.S. legal counsel to I Squared Capital, and Stikeman Elliott LLP is acting as Canadian legal counsel to I Squared Capital.