ATP Prices Private Offering of Convertible Perpetual Preferred Stock

ATP has priced a private offering of 1,250,000 shares of a new series of 8.00% convertible perpetual preferred stock for net proceeds of approximately $121 million. Shares are being issued to qualified institutional buyers eligible under Rule 144A. The company has also granted a 30-day option to the initial purchasers to purchase approximately 350,000 additional shares of convertible perpetual preferred stock to cover any over-allotments.

The annual dividend on each share of convertible preferred stock is $8.00 and is payable quarterly, in arrears, on each January 1, April 1, July 1, and October 1, commencing on January 1, 2010, when, as and if declared by the company's board of directors. No dividends will accrue or accumulate prior to September 29, 2009. The company may, at its option, pay dividends in cash, common stock or any combination thereof. The convertible perpetual preferred stock has a liquidation preference of $100 per share and is convertible, at the holder's option, initially into 4.5045 shares of company common stock which is equal to an initial conversion price of approximately $22.20 per share. The conversion ratio will be subject to customary adjustments in certain circumstances. No payment or adjustment for accumulated dividends will be made upon conversion. At any time on or after October 1, 2014, the company may, at its option, cause all outstanding shares of the convertible preferred stock to be automatically converted if the closing price of the company's common stock equals or exceeds certain thresholds.

Closing of the private offering is expected to occur on September 29, 2009 and will be subject to satisfaction of various customary closing conditions.


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