I Squared Capital Advisors, LLC entered into a definitive agreement to acquire Atlantic Power Corporation (TSX:ATP) for approximately $400 million on January 14, 2021. Under the terms of the transaction, Atlantic Power Corporation's outstanding common shares and convertible debentures, and the outstanding preferred shares and medium term notes of certain of its subsidiaries, will be acquired. Common shareholders of Atlantic Power Corporation will receive $3.03 per common share in cash, Atlantic Power Corporation's 6.00% Series E Convertible Unsecured Subordinated Debentures due January 31, 2025 will be converted into common shares of Atlantic Power immediately prior to the closing of the transaction based on the conversion ratio in effect at such time. Holders of the convertible debentures will receive $3.03 per common share held following the conversion of the convertible debentures, plus accrued and unpaid interest on the convertible debentures up to, but excluding, the closing date of the transaction. Atlantic Power Preferred Equity Ltd.’s (“APPEL”) cumulative redeemable preferred shares, Series 1, cumulative rate reset preferred shares, Series 2, and cumulative floating rate preferred shares, Series 3, will be redeemed for CAD 22 ($17.4) per preferred share in cash and Atlantic Power Limited Partnership's ("APLP") 5.95% medium term notes due June 23, 2036 will be redeemed for consideration equal to 106.071% of the principal amount of medium term notes held as of the closing of the transaction, plus accrued and unpaid interest on the medium term notes up to, but excluding, the closing date of the transaction. Following closing of the transaction, the common shares of Atlantic Power will be delisted from the TSX and the NYSE and the preferred shares and convertible debentures will be delisted from the TSX. A termination fee of $12.5 million will be payable by Atlantic Power to I Squared Capital Advisors, LLC should the transaction not close. A reverse termination fee of $15 million will be payable by I Squared Capital Advisors, LLC to Atlantic Power should the transaction not close. Jeffrey S. Levy entered into a Consulting Agreement with Atlantic Power Corporation in connection to the transaction. The transaction is subject to a number of closing conditions, including court approval of the arrangement, regulatory approvals (including under the Competition Act (Canada) and the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Communications Act of 1934, as amended, and the Federal Power Act, as amended), as well as the receipt of certain third-party consents. The transaction is also conditional on the approval of two-thirds of the votes cast by holders of Atlantic Power's common shares voting in person or by proxy at a special meeting of Atlantic Power's common shareholders and the approval of two-thirds of the votes cast by holders of APPEL's preferred shares. In addition, the transaction is conditional upon the approval of the holders of the convertible debentures and the medium-term notes, respectively. The Board of Directors of Atlantic Power, after consultation with financial and legal advisors, and based on the unanimous recommendation of a special committee of the Board comprised entirely of independent directors, has unanimously approved the transaction. The Board recommends that Common Shareholders vote FOR the Arrangement Resolution. The agreement requires the approval of each class of securityholders. Atlantic Power shareholders will hold a special meeting on April 7, 2021 to approve the transaction. The transaction received an advance ruling certificate from the Canadian Commissioner of Competition under the Competition Act (Canada) on February 5, 2021. As of March 9, 2021, the required waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the transaction. As of April 2, 2021, Federal Energy Regulatory Commission approved the transaction. On April 7, 2021, Atlantic Power's common shareholders and preferred shareholders approved the transaction. On April 19, 2021, Atlantic Power Corporation obtained a final court order from the Supreme Court of British Columbia approving the arrangement. The transaction remains subjected to the satisfaction or waiver of certain conditions, including approval of the holders of the convertible debentures, certain remaining regulatory approvals and third-party consents, and other customary closing conditions. As previously disclosed, the parties intend to close the Transaction without the approval of the holders of the Convertible Debentures unless a sufficient number of Convertible Debentures are voted in favor of the Transaction as currently structured. The Transaction has received approval from the holders of common shares of the Atlantic Power. As per filing on April 29, 2021, Atlantic Power has cancelled the meeting of holders of its 6.00% Series E convertible unsecured subordinated debentures due January 31, 2025 (the “Convertible Debentures”) scheduled to be held on April 29, 2021. The meeting was cancelled with the consent of the Purchasers and the parties have mutually waived the condition precedent to the Transaction that the holders of the Convertible Debentures approve the Transaction. The transaction is expected to close in the second quarter of 2021. As per filing on April 29, 2021, the parties are currently targeting May 14, 2021 as the closing date for the Transaction. Goldman Sachs & Co. LLC acted as financial advisor to the Special Committee. Blair Franklin Capital Partners Inc. acted as financial advisor to the Special Committee, the Board and the Board of Directors of APPEL and has provided its fairness opinions on a fixed-fee basis. Craig B. Brod, Laura Bournhonesque, William McRae, Zhiyuan Zuo, Mary Alcock, Daniel Ilan, Richard Bidstrup, Mark Nelson, Alexis Lazda, Beau Sterling, Paul Marquardt and Benet J. O’Reilly of Cleary Gottlieb Steen & Hamilton LLP is acting as U.S. legal advisor to the Special Committee of Atlantic Power, and Robert Vaux and Jamie van Diepen of Goodmans LLP acted as Canadian legal advisors to the Special Committee and Atlantic Power. Kingsdale Advisors acted as strategic shareholder advisor and proxy solicitation agent to Atlantic Power. RBC Capital Markets is acting as financial advisor and arranging financing in support of the deal for I Squared Capital. Tara Higgins, Scott Williams, Noreen Phelan, Suresh Advani, Lauren Gallagher, Terence Healey, James Mendenhall, Elizabeth Chen, Maureen Crough, Paul McBride and James Weiss of Sidley Austin LLP acted as U.S. legal advisors to I Squared Capital, and John W. Leopold and David Massé of Stikeman Elliott LLP acted as Canadian legal advisor to I Squared Capital. Christopher Barlow and Paul Schnell of Skadden, Arps, Slate, Meagher & Flom LLP advised Goldman Sachs & Co. LLC as lead financial advisor to the Special Committee of Atlantic Power. Goldman Sachs & Co. LLC will receive a fee of $3 million, of which $0.2 million was payable on the execution of the engagement letter, $0.45 million was payable upon announcement of the transaction and remainder of which is contingent upon consummation of the transaction. RBC Dominion Securities Inc. have been retained as solicitation agents in connection with the Debentureholder Meeting. I Squared Capital Advisors, LLC completed the acquisition of Atlantic Power Corporation (TSX:ATP) on May 14, 2021.