Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Atlantic Power Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

04878Q863

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 13, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	1		NAME OF REPORTING PERSON
				THE MANGROVE PARTNERS MASTER FUND, LTD.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CAYMAN ISLANDS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,969,584
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,969,584
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,969,584
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				OO

  

	1		NAME OF REPORTING PERSON
				THE MANGROVE PARTNERS FUND, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,969,584
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,969,584
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,969,584
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				MANGROVE PARTNERS FUND (CAYMAN), LTD.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CAYMAN ISLANDS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,969,584
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,969,584
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,969,584
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				THE MANGROVE PARTNERS FUND (CAYMAN DRAWDOWN), L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CAYMAN ISLANDS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,969,584
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,969,584
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,969,584
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				MANGROVE PARTNERS
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CAYMAN ISLANDS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,969,584
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,969,584
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,969,584
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				MANGROVE CAPITAL
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				CAYMAN ISLANDS
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,969,584
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,969,584
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,969,584
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				NATHANIEL AUGUST
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				AF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							5,969,584
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							5,969,584
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				5,969,584
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.1%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The 5,969,584 Shares directly owned by Mangrove Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B annexed hereto (“Schedule B”). The aggregate purchase price of the 5,969,584 Shares directly owned by Mangrove Master Fund is, in U.S. dollar terms, approximately $12,698,876, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 116,008,834 Shares outstanding as of February 27, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2018.

A.

Mangrove Master Fund

(a)

As of the close of business on April 16, 2018, Mangrove Master Fund directly owned 5,969,584 Shares.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,969,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,969,584

 

(c)

The transactions in the securities of the Issuer by Mangrove Master Fund during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.

B.

Mangrove Fund

(a)

As of the close of business on April 16, 2018, Mangrove Fund, as a controlling shareholder of Mangrove Master Fund, may be deemed to beneficially own the 5,969,584 Shares directly owned by Mangrove Master Fund.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,969,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,969,584

 

(c)

Mangrove Fund has not entered into any transactions in the Shares during the past sixty (60) days.

C.

Mangrove Fund Cayman

(a)

As of the close of business on April 16, 2018, Mangrove Fund Cayman, as a significant shareholder of Mangrove Master Fund, may be deemed to beneficially own the 5,969,584 Shares directly owned by Mangrove Master Fund.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,969,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,969,584

 

(c)

Mangrove Fund Cayman has not entered into any transactions in the Shares during the past sixty (60) days.

D.

Mangrove Fund Cayman Drawdown

(a)

As of the close of business on April 16, 2018, Mangrove Fund Cayman Drawdown, as a shareholder of Mangrove Master Fund, may be deemed to beneficially own the 5,969,584 Shares directly owned by Mangrove Master Fund.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,969,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,969,584

 

(c)

Mangrove Fund Cayman Drawdown has not entered into any transactions in the Shares during the past sixty (60) days.

E.

Mangrove Partners

(a)

As of the close of business on April 16, 2018, Mangrove Partners, as the investment manager of each of Mangrove Master Fund, Mangrove Fund, Mangrove Fund Cayman and Mangrove Fund Cayman Drawdown, may be deemed to beneficially own the 5,969,584 Shares directly owned by Mangrove Master Fund.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,969,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,969,584

 

(c)

Mangrove Partners has not entered into any transactions in the Shares during the past sixty (60) days.

F.

Mangrove Capital

(a)

As of the close of business on April 16, 2018, Mangrove Capital, as the general partner of each of Mangrove Fund and Mangrove Fund Cayman Drawdown, may be deemed to beneficially own the 5,969,584 Shares directly owned by Mangrove Master Fund.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,969,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,969,584

 

(c)

Mangrove Capital has not entered into any transactions in the Shares during the past sixty (60) days.

G.

Nathaniel August

(a)

As of the close of business on April 16, 2018, Mr. August did not directly own any Shares. As a director of each of Mangrove Partners and Mangrove Capital, Mr. August may be deemed to beneficially own the 5,969,584 Shares directly owned by Mangrove Master Fund.

Percentage: Approximately 5.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,969,584 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,969,584

 

(c)

Mr. August has not entered into any transactions in the Shares during the past sixty (60) days.

As of the close of business on April 16, 2018, the Reporting Persons collectively beneficially owned an aggregate of 5,969,584 Shares, constituting approximately 5.1% of the Shares outstanding.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows:

Since January 10, 2018, Mangrove Master Fund entered into a series of cash-settled total return swap agreements with Morgan Stanley Capital Services LLC as the counterparty (the “Swaps”) that establish economic exposure to an aggregate of 8,424,080 notional Shares (the “Subject Shares”), representing approximately 7.3% of the outstanding Shares. The Swaps provide Mangrove Master Fund with economic exposure that is comparable to the economic exposure of ownership but do not provide it with the power to vote or direct the voting of or to dispose or direct the disposition of the Subject Shares. The Reporting Persons hereby expressly disclaim beneficial ownership of the Subject Shares.

On January 12, 2018, the Reporting Persons entered into a Joint Filing Agreement pursuant to which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 to Amendment No. 5 to the Schedule 13D and is incorporated herein by reference.

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 17, 2018

 

	THE MANGROVE PARTNERS MASTER FUND, LTD.
	By:	MANGROVE PARTNERS
		as Investment Manager
	By:	/s/ Nathaniel August
		Name:	Nathaniel August
		Title:	Director

 

 

	THE MANGROVE PARTNERS FUND, L.P.
	By:	MANGROVE CAPITAL
		as General Partner
	By:	/s/ Nathaniel August
		Name:	Nathaniel August
		Title:	Director

 

 

	MANGROVE PARTNERS FUND (CAYMAN), LTD.
	By:	MANGROVE PARTNERS
		as Investment Manager
	By:	/s/ Nathaniel August
		Name:	Nathaniel August
		Title:	Director

 

 

	THE MANGROVE PARTNERS FUND (CAYMAN DRAWDOWN), L.P.
	By:	MANGROVE PARTNERS
		as Investment Manager
	By:	/s/ Nathaniel August
		Name:	Nathaniel August
		Title:	Director

 

 

	MANGROVE PARTNERS
	By:	/s/ Nathaniel August
		Name:	Nathaniel August
		Title:	Director

 

 

	MANGROVE CAPITAL
	By:	/s/ Nathaniel August
		Name:	Nathaniel August
		Title:	Director

 

 

	/s/ Nathaniel August
	Nathaniel August

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty (60) Days

Class of Security

Shares or Notional Shares of Common Stock Purchased / (Sold)

Price Per Share or Notional Share ($)

Date of Purchase / (Sale)

 

 

THE MANGROVE PARTNERS MASTER FUND, LTD.

Cash-Settled Total Return Swap	100,000	1.9080	02/13/18
Cash-Settled Total Return Swap	410	1.8600	02/14/18
Cash-Settled Total Return Swap	100,000	1.8587	02/15/18
Cash-Settled Total Return Swap	233,900	1.9024	02/16/18
Cash-Settled Total Return Swap	402,075	1.9599	02/20/18
Cash-Settled Total Return Swap	143,400	2.0100	02/22/18
Cash-Settled Total Return Swap	3,405	2.0100	02/23/18
Cash-Settled Total Return Swap	8,300	2.0100	02/26/18
Cash-Settled Total Return Swap	236,344	2.0100	02/27/18
Cash-Settled Total Return Swap	39,629	2.0600	03/07/18
Cash-Settled Total Return Swap	1,052,872	2.0850	03/08/18
Cash-Settled Total Return Swap	7,800	2.1600	04/04/18
Cash-Settled Total Return Swap1	5,500,000	2.2000	04/13/18

 

 

¹Represents previously owned shares of Common Stock converted into Cash-Settled Total Return Swap.