UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  April 27, 2018

ATLANTIC POWER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Registrant’s Telephone Number, Including Area Code (617) 977-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                      Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                      Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                      Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.                                        Results of Operations and Financial Condition.

The information described in Item 7.01 of this Current Report on Form 8-K relating to the Company’s liquidity as of March 31, 2018 is herein incorporated by reference. A copy of the letter to shareholders is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 7.01                                           Regulation FD Disclosure.

On April 27, 2018, Atlantic Power Corporation (the “Company”) posted its 2017 Annual Report to the Company’s website, http://www.atlanticpower.com, in the “Investors” section under “Corporate Profile.” The Annual Report includes a letter to shareholders from President and Chief Executive Officer James J. Moore, Jr., containing a review of the progress made by the Company in 2015 through 2017, a summary of the Company’s 2017 financial and operating results and its outlook for 2018, and a discussion of the Company’s business and the current power market environment. In addition, the letter discloses that at March 31, 2018, the Company’s liquidity was approximately $205 million and its net operating losses (NOLs) totaled approximately $583 million. The letter also indicates that the Company expects its cash interest payments to be approximately $45 million in 2018, slightly lower than its previous expectation because of the recent re-pricing of its credit facilities.

Information contained on the Company’s website or that can be accessed through the Company’s website is not incorporated into and does not constitute a part of this Current Report on Form 8-K. The Company has included its website address only as an inactive textual reference and does not intend it to be an active link to the Company’s website.

The information in this Item 2.02 and Item 7.01, including Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.

Item 9.01.                                        Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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