UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALGONQUIN POWER & UTILITIES CORP.
(Exact name of registrant as specified in its charter)
Ontario, Canada (State or other jurisdiction of incorporation or organization) | N/A (I.R.S. Employer Identification No.) |
| | |
354 Davis Road Oakville, Ontario, Canada
(Address of Principal Executive Offices) | L6J 2X1
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered | | Name of each exchange on which
each class is to be registered |
| | | |
| 6.875% Fixed-to-Floating Subordinated Notes – Series 2018-A due October 17, 2078 | | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number
to which this form relates (if applicable):
333-227245
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Algonquin Power & Utilities Corp. (the “Company”) has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated October 10, 2018 (the “Prospectus Supplement”) to a short-form base shelf prospectus dated September 18, 2018 (the “Prospectus”), relating to securities to be registered hereunder included in the Company’s shelf Registration Statement on Form F-10 (File No. 333-227245), which became automatically effective on September 20, 2018.
Item 1. Description of Registrant’s Securities to be Registered.
The Company on this registration statement registers hereunder $287,500,000 in aggregate principal amount of the Company’s 6.875% Fixed-to-Floating Subordinated Notes – Series 2018-A due October 17, 2018 (the “Notes”). For a description of the securities to be registered hereunder, reference is made to the information under the headings “Description of Debt Securities” and “Description of Equity Securities” of the Prospectus dated September 18, 2018, as supplemented by the information under the headings “Description of the Notes” and “Description of the Conversion Preferred Shares” in the Company’s related Prospectus Supplement, dated October 10, 2018, filed by the Company with the SEC on October 15, 2018. Such information is incorporated herein by reference and made a part of this registration statement in its entirety.
Item 2. Exhibits.
| Exhibit | | |
| Number | | Description |
| | Restated Articles of Algonquin Power & Utilities Corp., as amended. |
| | | |
| | By-laws of Algonquin Power & Utilities Corp. |
| | | |
| | Indenture dated October 17, 2018, by and among Algonquin Power & Utilities Corp., American Stock Transfer Trust Company, LLC, as the U.S. Trustee, and AST Trust Company (Canada), as the Canadian Co-Trustee. |
| | | |
| | First Supplemental Indenture dated October 17, 2018, by and among Algonquin Power & Utilities Corp., American Stock Transfer Trust Company, LLC, as the U.S. Trustee, and AST Trust Company (Canada), as the Canadian Co-Trustee. |
| | | |
| | Form of 6.875% Fixed-to-Floating Subordinated Note – Series 2018-A due October 17, 2078 (included in Exhibit 4.2 hereto). |
| | | |
| | Provisions Attaching to Fixed-To-Floating Preferred Shares, Series F of Algonquin Power & Utilities Corp. (included in Exhibit 3.1 hereto). |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: October 18, 2018
| | ALGONQUIN POWER & UTILITIES CORP. | |
| | | |
| | | |
| | By: | s/ David Bronicheski | |
| | | Name: David Bronicheski | |
| | | Title: Chief Financial Officer | |
