The Securities Commission granted an order for Atlantic Power Corporation (the Filer) to cease being a reporting issuer. The Filer had completed a going-private transaction and legally defeased its outstanding debentures, meaning it had made provisions to discharge its obligations on those debentures. As a result, there were no public security holders requiring disclosure, except for the holders of the defeased debentures, who no longer needed public disclosure from the issuer.
The Filer was a corporation under the Business Corporations Act (British Columbia) and was a reporting issuer in all Canadian jurisdictions. The Filer had previously listed common shares and debentures on the Toronto Stock Exchange and the New York Stock Exchange, which were delisted following the transaction. The Filer had no intention to seek public financing or distribute securities in Canada.
The order was based on the Filer’s representations, including the completion of the going-private transaction, the defeasance of the debentures, and the lack of outstanding securities other than those held by the purchaser and defeased debentures. The Filer was not in default of securities legislation and would not be a reporting issuer in any Canadian jurisdiction upon the granting of the order.
The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was supported by the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission acted as the principal regulator for the application.