Atlantic Power Corporation

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the issuer is not a reporting issuer under applicable securities laws -- issuer legally defeased debentures -- issuer has no public securityholders other than holders of defeased debentures who no longer require public disclosure in respect of the issuer -- relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

July 29, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF ATLANTIC POWER CORPORATION (the Filer)

ORDER

Background

The principal regulator in the Jurisdiction has received an application (the Application) from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a) The Ontario Securities Commission is the principal regulator for this Application, and

(b) The Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories of Canada, other than Ontario (collectively with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation existing under the Business Corporations Act (British Columbia) (BCBCA) with its head office at 3 Allied Drive, Suite 155, Dedham, Massachusetts 02026 and its registered office at 1066 West Hastings Street, Suite 2600, Vancouver, British Columbia V6E 3X1.

2. The Filer is a reporting issuer in each of the Jurisdictions.

3. On May 14, 2021 (the Effective Date), the Filer closed a going-private transaction (the Transaction) effected by way of an arrangement under the BCBCA (the Arrangement) pursuant to an arrangement agreement dated January 14, 2021 (the Arrangement Agreement) among, inter alios, the Filer and certain affiliates of infrastructure funds managed by I Squared Capital Advisors (US) LLC, namely Tidal Power Holdings Limited (BidCo) and Tidal Power Aggregator, L.P. (together with BidCo, the Purchasers), as amended pursuant to amending agreements dated April 1, 2021 and April 29, 2021.

4. Immediately prior to the Effective Date, the authorized capital of the Filer consisted of an unlimited number of common shares (the Common Shares) and the Filer had outstanding the following securities:

(a) 90,288,963 Common Shares; and

(b) $113,219,000.00 aggregate principal amount of 6.00% Series E Convertible Unsecured Debentures due January 31, 2025 (the Debentures) issued pursuant to a trust indenture dated December 17, 2009 among the Filer and Computershare Trust Company of Canada (Computershare), as trustee, as amended by the fourth supplemental indenture dated November 29, 2012 among the Filer, Computershare and Computershare Trust Company, N.A. (Computershare U.S.), as U.S. trustee, and the seventh supplemental indenture dated January 29, 2018 among the Filer, Computershare, as trustee, and Computershare U.S., as U.S. trustee (as amended, the Indenture). The Debentures are held in book-entry form with one global certificate registered in the name of CDS Clearing and Depositary Services Inc. (CDS). CDS is the only registered holder of Debentures.

5. The Common Shares were previously listed on the Toronto Stock Exchange (the TSX) under the symbol "ATP" and on the New York Stock Exchange (the NYSE) under the symbol "AT" and the Debentures were previously listed on the TSX under the symbol "ATP.DB.E". No other securities of the Filer were listed on any exchange.

6. At a special meeting of shareholders of the Filer held on April 7, 2021, the Arrangement was approved by (i) approximately 87% of the votes cast by holders of Common Shares present in person or represented by proxy and (ii) approximately 85% of the votes cast by holders of Common Shares excluding votes cast by the Purchasers and other interested parties in accordance with the minority approval requirements for a business combination under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

7. On April 19, 2021, the Filer received a final order from the Supreme Court of British Columbia approving the Arrangement.

8. On April 29, 2021, Amendment No. 2 to the Arrangement Agreement was entered into by the parties thereto to provide for, inter alia, (i) the legal defeasance by the Filer, immediately prior to the closing of the Arrangement, of the Debentures in accordance with the provisions of the Indenture (the Debentures Defeasance) and (ii) the cooperation between the Filer and the Purchasers to effect the voluntary conversion of Debentures into Common Shares by holders of Debentures. The Filer filed on SEDAR and delivered to the holders of Debentures via CDS a notice including detailed disclosure with respect to the terms of the defeasance of the Debentures and certain Canadian tax considerations related thereto, and a detailed questions & answers (Q&A) summary in order to assist holders of the Debentures in their decision to either convert their Debentures, exercise their change of control conversion or repurchase rights or hold their Debentures further to the defeasance of the Debentures until the redemption date of January 31, 2023. Such documents disclosed that in connection with the closing of the Arrangement, the Debentures would be delisted from the TSX and that the Filer would apply to the Canadian securities regulatory authorities to cease being a reporting issuer.

9. Prior to the conversion deadline of May 11, 2021, holders of Debentures representing $1,781,000 principal amount of Debentures or approximately 1.5% of the principal amount then outstanding of the Debentures exercised their right to convert their Debentures into underlying Common Shares. The Debentures so converted were cancelled and the holders received payment, as part of the Arrangement, for each of the underlying Common Shares issued upon such conversion.

10. On the Effective Date, as part of the completion of the Transaction, BidCo acquired all issued and outstanding Common Shares in consideration of US$3.03 in cash per Common Share and the Debentures Defeasance was achieved by the Filer via the irrevocable deposit with Computershare and Computershare U.S. (the Escrow Agents) of an amount of $126,849,240.27 as funds held in trust for the benefit of the holders of Debentures that are sufficient for the purpose of

(a) making payment of the entire amount of principal ($113,219,000.00), and accrued interest up to but excluding January 31, 2023 (being the date on which the Debentures may be redeemed by the Filer at par under the Indenture) in respect of the Debentures outstanding as at the closing of the Arrangement,

(b) purchasing Debentures tendered by holders of Debentures exercising their change of control conversion or repurchase rights which expired on June 14, 2021 (aggregate payments of $1,104,764.63 were made in respect of $1,060,000 principal amount of Debentures representing approximately 0.9% of the principal amount then outstanding of the Debentures and such Debentures were cancelled) and

(c) making payments to any holders of Debentures who elect to convert their Debentures at any time prior to January 31, 2023,

all pursuant to the terms of the Indenture and of an escrow agreement dated May 12, 2021 among the Filer, BidCo and the Escrow Agents (the Escrow Agreement). The funds irrevocably deposited by the Filer in trust for the benefit of the holders of Debentures with the Escrow Agents are held as cash and placed by the Escrow Agents into an interest bearing trust account.

11. As a result of the Debentures Defeasance, pursuant to the terms of the Indenture, the Debentures are deemed to be fully paid, satisfied and discharged and the provisions of the Indenture are no longer binding on the Filer, except for certain provisions dealing with the payment of principal and interest, redemption, conversion and enforcement by the trustees thereunder. There is currently no obligation under the Indenture for the Filer to file any information or reports, including annual and quarterly financial statements, with any securities regulatory authority or regulator in the Jurisdictions, nor any obligation for the Filer under the Indenture to maintain its reporting issuer status in any of the Jurisdictions.

12. The Common Shares and the Debentures were delisted from the TSX on May 17, 2021 and the Common Shares were delisted from the NYSE on May 27, 2021. No securities of the Filer, including debt securities, are traded in Canada or another country on a "marketplace" (as such term is defined in National Instrument 21-101 Marketplace Operation) or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

13. As of the date hereof, the Filer has no outstanding securities other than:

(a) 90,288,963 Common Shares, 100% of which are owned by BidCo;

(b) 100 Reorganization Preferred Shares, 100% of which are owned by Atlantic Power Preferred Equity Limited, a wholly-owned indirect subsidiary of the Filer; and

(c) $112,159,000.00 aggregate principal amount of Debentures.

14. To the best of the Filer's knowledge, as at April 30, 2021, there were approximately 2,035 beneficial holders of Debentures across Canada, the United States and in other jurisdictions. Of these 2,035 beneficial holders of Debentures, 1,999 beneficial holders were located in Canada, distributed as follows:

<<Jurisdiction>>	<<Number of Securityholders>>
Quebec	696
Ontario	629
Saskatchewan	251
British Columbia	244
Alberta	149
Manitoba	22
New Brunswick	2
Nova Scotia	2
Newfoundland and Labrador	2
Prince Edward Island	2
Northwest Territories	0
Nunavut	0
Yukon	0

15. The Filer is not in default of any securities legislation in any of the Jurisdictions.

16. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

17. The Filer has no current intention to seek financing by way of public offering of securities in Canada or to distribute securities to the public in Canada.

18. Upon the granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.