Item 1.02. Termination of a Material Definitive Agreement.

On May 14, 2021, in connection with the closing of the Transaction (the "Closing"), APLP Holdings Limited Partnership, a wholly owned subsidiary of the Company, repaid in full all outstanding amounts due under the Credit and Guaranty Agreement, as amended, among APLP Holdings Limited Partnership, Atlantic Power GP II Inc., Atlantic Power, and Goldman Sachs Lending Partners LLC, acting as Administrative Agent.

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 14, 2021, in connection with the Closing:

· All of the Common Shares were acquired for US$3.03 in cash per Common Share


   (less applicable withholdings);

· All of the preferred shares of Atlantic Power Preferred Equity Ltd. ("APPEL", a


   wholly owned subsidiary of the Company) were acquired for C$22.00 in cash per
   preferred share (less applicable withholdings);

· Atlantic Power Limited Partnership's 5.95% medium term notes due June 23, 2036


   ("MTNs") were redeemed for consideration equal to 106.071% of the principal
   amount of MTNs outstanding, plus accrued and unpaid interest on the MTNs up to,
   but excluding, the closing date of the Transaction. Holders of MTNs that
   delivered a written consent to the previously disclosed amendments to the trust
   indenture governing the MTNs prior to 5:00 p.m. (Toronto time) on March 16,
   2021 also received a consent fee equal to 0.25% of the principal amount of MTNs
   held by such holders;

· Atlantic Power's 6.00% Series E Convertible Unsecured Subordinated Debentures


   due January 31, 2025 (the "Convertible Debentures") have been defeased
   effective as of Closing. As previously announced, holders of Convertible
   Debentures that converted their Convertible Debentures during the period
   beginning on April 30, 2021 and ending at 4:00 p.m. (Toronto time) on May 11,
   2021 (the "Conversion Deadline") participated in the Transaction as holders of
   underlying Common Shares and received US$3.03 per underlying Common Share
   (including Common Shares issuable on account of the Make Whole Premium (as
   defined in the trust indenture governing the Convertible Debentures)), together
   with accrued interest paid in Canadian dollars up to, but excluding, the date
   of conversion. All Convertible Debentures that were not converted prior to the
   Conversion Deadline were defeased (the "Defeasance"). Notwithstanding the
   Defeasance, any holder of Convertible Debentures who converts their Convertible
   Debentures during the period beginning May 14, 2021 and ending at 5:00
   p.m. (Toronto time) on June 14, 2021 (the "Make Whole Conversion Period"), will
   also be entitled to receive the Make Whole Premium. The Convertible Debentures
   are no longer convertible into Common Shares and holders are entitled to
   receive C$3.72 in lieu of each Common Share previously issuable on a conversion
   (including any Common Shares otherwise issuable on account of the Make Whole
   Premium if converted within the Make Whole Conversion Period). Any Convertible
   Debentures which remain outstanding following the expiry of the Make Whole
   Conversion Period will continue to receive interest at a rate of 6.00% per
   annum, payable semi-annually in arrears up to but excluding, and the repayment
   of principal upon, the anticipated date of redemption of the Convertible
   Debentures at par on January 31, 2023. Any such redemption will be confirmed
   pursuant to a notice of redemption under the terms of the relevant indenture;

· All outstanding awards of deferred share units issued under the Company's


   Deferred Share Unit Plan effective April 24, 2007 ("DSUs") (including any DSUs
   that are credited to the non-employee directors in respect of the completed
   portion of the quarter during which the Closing occurred) were cancelled and
   each non-employee director is entitled to receive a cash payment from the
   Company equal to US$3.03 per Common Share subject to his or her DSU awards,
   without interest and less any applicable withholding taxes;

· All outstanding awards of time-based notional shares of the Company issued

under the Company's Long-Term Incentive Plan ("TSUs") subject to vesting

conditions vested in full and all vested TSUs were cancelled. Each holder of

vested TSUs is entitled to receive a cash payment from the Company equal to

US$3.03 per Common Share subject to his or her TSU awards, without interest and


   less any applicable withholding taxes; and
. . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or


           Standard; Transfer of Listing

In connection with the Closing, Atlantic Power has notified the New York Stock Exchange (the "NYSE") that, at the Closing, each Common Share issued and outstanding immediately prior to such time would be acquired by the Purchasers. On May 14, 2021, in connection with the Closing, Atlantic Power requested the NYSE to promptly file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to delist the Common Shares. Upon effectiveness of such Form 25, the Company intends to file with the SEC a certification on Form 15 under Exchange Act, requesting that the Common Shares be deregistered and that Atlantic Power's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

On May 14, 2021, in connection with the Closing, each Common Share that was issued and outstanding immediately prior to the effective time of the Closing was converted into the right to receive US$3.03 per Common Share in cash (less applicable withholdings) at the effective time of the Closing. The information contained in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Change of Control of Registrant.

On May 14, 2021, in connection with the Closing, Tidal Power Holdings Limited acquired all outstanding Common Shares from their previous shareholders. As a result, a change of control of the Company occurred. The Purchasers funded the purchase with the proceeds of initial borrowings under their credit facilities and the proceeds of certain equity investments. The information contained in the Introductory Note and Items 2.01 and 3.03 of this Current Report on Form 8-K are incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On May 14, 2021, in connection with the Closing, Richard Foster Duncan, Kevin T. Howell, Danielle S. Mottor, and Gilbert S. Palter resigned as directors of Atlantic Power.




 Item 8.01. Other Events.

Incorporated by reference is Exhibit 99.3 attached hereto, a press release issued by the Company on May 14, 2021 announcing the Closing.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit    Description

  2.1        Arrangement Agreement dated as of January 14, 2021, among the Company,
           APPEL and the Purchasers* (incorporated by reference to Exhibit 2.1 of
           our Current Report on Form 8-K dated January 15, 2021).
  99.1       Amendment to Arrangement Agreement and Plan of Arrangement dated
           April 1, 2021* (incorporated by reference to Exhibit 99.1 of our Current
           Report on Form 8-K dated as of April 2, 2021).
  99.2       Second Amendment to Arrangement Agreement dated as of April 29, 2021*
           (incorporated by reference to Exhibit 99.1 of our Current Report on
           Form 8-K dated as of April 30, 2021).
  99.3       Press Release of Atlantic Power Corporation dated as of May 14, 2021.

* Schedules to this agreement have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The Company will furnish supplementally to the SEC upon request

a copy of any omitted exhibit or schedule.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws (collectively, "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 "plans", "expects", "does not expect", "is expected", "budget", "estimates", "forecasts", "targets", "intends", "anticipates" or "does not anticipate", "believes", "outlook", "objective", or "continue", or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Examples of such statements in this Current Report on Form 8-K include, but are not limited to, statements with respect to the payment of consideration to securityholders of Atlantic Power and its subsidiaries in connection with the Transaction, the delisting of the Common Shares from the NYSE, the Company's intention to deregister under the Exchange Act and the redemption of the Convertible Debentures.

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" and "Forward-Looking Information" in the Company's periodic reports as filed with the SEC from time to time for a detailed discussion of the risks and uncertainties affecting the Company. Although the forward-looking statements contained in this Current Report on Form 8-K 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 this Current Report on Form 8-K and, except as expressly required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

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