The Work

June 20, 2011 5:44 PM

Seven Firms Advise on Atlantic Power's $1.12 Billion Energy Acquisition

Posted by Brian Baxter

In the latest billion-dollar merger in the North American energy market, Boston-based Atlantic Power announced on Monday that it would acquire all the units of energy fund Capital Power Income L.P. (CPILP) for $1.12 billion in cash and stock, according to the Edmonton Journal.

The deal comes eight months after CPILP put itself on the market after conducting a strategic review of its operations. The deal will allow Atlantic Power to more than double its capacity as an independent power producer and give CPILP's part owner, Edmonton-based Capital Power Corporation, the ability to pursue projects that better fit into its overall strategy, The Toronto Globe and Mail reports.

Seven law firms on both sides of the U.S.-Canada border have taken lead legal advisory roles on the proposed transaction.

Goodwin Procter corporate finance partners Laura Hodges Taylor and Yoel Kranz are advising Atlantic Power on the deal, along with tax partner Mark Kirshenbaum. Also advising the company, which was founded in 2004, is Minneapolis-based Leonard, Street and Deinard.

Energy and utilities partner Jonathan Gottlieb, corporate partners Tammie Ptacek, David Ezrilov, Bradley Gillan, Tom Jensen, and Guy Smith, employee benefits chair Angela Bohmann, environmental partner Robert Devolve and of counsel Matthew Seltzer, real estate partner Steven Mayeron, energy partners Brian Meloy, Marcia Stanford, and of counsel W. Karl Hansen are leading a Leonard Street team working on the deal. The firm previously advised Atlantic Power on its acquisition of an interest in transmission line systems in California back in 2006.

Toronto-based Goodmans is serving as Canadian counsel to Atlantic Power. Corporate finance and M&A partners William Gorman, Robert Vaux, and Gesta Abols, tax partner Jon Northup, employee benefits head Jana Steele, energy partner Daniel Gormley, banking and finance partners David Nadler and Mark Surchin, real estate cohead Ira Barkin and partner Maria Davidson, litigation partner Joe Conforti, and environmental partner Catherine Lyons are leading the team from the firm.

The transaction is structured so that Atlantic Power will acquire all the outstanding limited partnership units of CPILP, a limited partner of Edmonton-based Capital Power Corporation, according to a statement by the company. Dow Jones Newswires reports that Capital Power Corp. will acquire two North Carolina power plants from CPILP worth roughly $123.5 million, and sell its 29 percent stake in the company, which owns 18 remaining power facilities.

Norton Rose corporate partner Crispin Arthur and associate Matthew Hall in Calgary are advising CPILP on the sale to Atlantic Power. Arthur joined Norton Rose predecessor firm Ogilvy Renault in April, two months before the Canadian firm officially completed a merger announced late last year. Calgary's Richard Shaw P.C. is providing Canadian counsel to CPILP. (Norton Rose and Canada's Goodmans lined up on opposite sides of another cross-border natural resources deal last week--Nyrstar's $639 million zinc mining merger with Breakwater Resources.)

K&L Gates energy and utilities partner Eric Freedman in Seattle is leading a team from the firm acting as outside U.S. counsel to Capital Power Corp., which was founded in 1997. Fraser Milner Casgrain is providing Canadian counsel to Capital Power.

Capital markets partner William Gilliland and corporate partner Thoburn Allan are leading a team from the Canadian firm working on the deal that includes corporate finance partner Felicia Bortolussi, financial services partner Stephanie Campbell, M&A partner Dale Skinner, national energy practice head Douglas Crowther, energy, infrastucture, natural resources partners Helen Newland and Vivek Bakshi, renewable energy cohead Ron Stuber, tax partner Anne Calverley, antitrust partner Sandra Walker, employee benefits partner Mary Picard, labor and employment partners Adrian Elmslie and Joseph Hunder, litigation partner D. Brian Foster, real estate partner Andrew Salem, and environmental partner Colin McIver.

The proposed deal is expected to close in the fourth quarter of 2011, pending the approval of certain Capital Power shareholder and unitholders.

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