UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A (Amendment No. 9)
Under the Securities Exchange Act of 1934
Atlantica Sustainable Infrastructure plc
(Name of Issuer)
Ordinary Shares, nominal value $0.10 per share
(Title of Class of Securities)
G0751N103
(CUSIP Number)
Jennifer Tindale
Algonquin Power & Utilities Corp.
354 Davis Road, Suite 100
Oakville, ON L6J 2X1
Michael J. Aiello
Matthew Gilroy
Weil, Gotshal & Manges LLP
767 5th Avenue
New York, New York 10153
(212) 310-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 9, 2020
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
| * | 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 this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “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 | NAMES OF REPORTING PERSONS:
Algonquin Power & Utilities Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
BK, 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:
Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
42,164,6891 | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
44,942,065 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
44,942,065 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
44.2% | |||||
| 14 | TYPE OF REPORTING PERSON:
CO, HC | |||||
| 1 | As disclosed in Item 6 of Amendment No. 5 to the Schedule 13D filed on May 13, 2019, in the section entitled “Enhanced Cooperation Agreement,” during the Standstill Period, shares acquired by Algonquin pursuant to the Enhanced Cooperation Agreement in excess of forty-one and a half percent (41.5%) will be voted in each general meeting of the Issuer in the same manner as voted by members or shareholders of the Issuer, as applicable, other than the Investors. |
| 1 | NAMES OF REPORTING PERSONS:
Algonquin (AY Holdco) B.V. | |||||
| 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:
Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
42,164,6892 | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
44,942,065 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
44,942,065 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
44.2% | |||||
| 14 | TYPE OF REPORTING PERSON:
CO, HC | |||||
| 2 | As disclosed in Item 6 of Amendment No. 5 to the Schedule 13D filed on May 13, 2019, in the section entitled “Enhanced Cooperation Agreement,” during the Standstill Period, shares acquired by Algonquin pursuant to the Enhanced Cooperation Agreement in excess of forty-one and a half percent (41.5%) will be voted in each general meeting of the Issuer in the same manner as voted by members or shareholders of the Issuer, as applicable, other than the Investors. |
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| 1 | NAMES OF REPORTING PERSONS:
AAGES (AY Holdings) B.V. | |||||
| 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:
Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
42,164,6893 | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
44,942,065 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
44,942,065 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
44.2% | |||||
| 14 | TYPE OF REPORTING PERSON:
CO | |||||
| 3 | As disclosed in Item 6 of Amendment No. 5 to the Schedule 13D filed on May 13, 2019, in the section entitled “Enhanced Cooperation Agreement,” during the Standstill Period, shares acquired by Algonquin pursuant to the Enhanced Cooperation Agreement in excess of forty-one and a half percent (41.5%) will be voted in each general meeting of the Issuer in the same manner as voted by members or shareholders of the Issuer, as applicable, other than the Investors. |
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Item 1. Security and Issuer
This Amendment No. 9 (this “Amendment No. 9”) to the Schedule 13D initially filed on March 9, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on April 27, 2018, as amended by Amendment No. 2 filed on November 21, 2018, as amended by Amendment No. 3 filed on November 27, 2018, as amended by Amendment No. 4 filed on February 15, 2019, as amended by Amendment No. 5 filed on May 13, 2019 (“Amendment No. 5”), as amended by Amendment No. 6 filed on May 24, 2019, as amended by Amendment No. 7 filed on June 3, 2019 (“Amendment No. 7”), as amended by Amendment No. 8 filed on April 6, 2020, with the Securities and Exchange Commission on behalf of Algonquin Power & Utilities, Corp. (“Algonquin”), Algonquin (AY Holdco) B.V. (“AY Holdco”), and AAGES (AY Holdings) B.V. (“AY Holdings”) (collectively, the “Reporting Persons”), relates to the ordinary shares, nominal value of $0.10 per share (“Ordinary Shares”), of Atlantica Sustainable Infrastructure plc (the “Issuer”), a public limited company incorporated under the laws of England and Wales, as described herein in more detail. The Issuer’s principal executive offices are located at Great West House, GW1, 17th Floor, Great West Road, Brentford, United Kingdom TW8 9DF. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Original Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended as follows:
Schedule A to the Original Schedule 13D is hereby amended and restated as set forth on Schedule A to this Amendment No. 9 and incorporated by reference herein are the names, business addresses, present principal occupations or employments, and citizenship of each director and executive officer of the Reporting Persons.
Item 4. Purpose of Transaction
Item 4 is hereby amended as follows:
On December 9, 2020, Algonquin entered into a Subscription Agreement Relating to Ordinary Shares in the Issuer (the “Subscription Agreement”) with the Issuer, pursuant to which Algonquin, through AY Holdings, and subject to the terms and conditions set forth in the Subscription Agreement, subscribed for the lower of (a) the sum of (i) 3,496,400 Ordinary Shares and (ii) if the over-allotment option (pursuant to an Underwriting Agreement between the Issuer and BofA Securities, Inc., dated on or about the date of the Subscription Agreement) is exercised in whole or in part, such number of additional Ordinary Shares as will result in the proportion of Ordinary Shares held by AY Holdings immediately following the closing of the transaction contemplated by the Subscription Agreement being equal to the proportion of Ordinary Shares held by AY Holdings on the date of the Subscription Agreement; and (b) the highest number of Ordinary Shares which would result in the proportion of Ordinary Shares held by AY Holdings immediately following the closing of the transaction contemplated by the Subscription Agreement being no greater than the proportion of Ordinary Shares held by AY Holdings on the date of the Subscription Agreement, at a per share price of $33.00. Pursuant to the Subscription Agreement, the Issuer will pay to Algonquin a commitment fee of 1.25% of the purchase price. The transaction is expected to close on January 7, 2021 (or such other date as may be agreed by Algonquin and the Issuer), subject to certain closing conditions, more fully set forth in the Subscription Agreement.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to include the following:
(a), (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 9, as of the close of business on December 9, 2020, are incorporated herein by reference. As of the close of business on December 9, 2020, AY Holdings is the direct beneficial owner of 44,942,065 Ordinary Shares, representing approximately 44.2% of the issued and outstanding Ordinary Shares. Algonquin and AY Holdco, through their ownership of AY Holdings, may be deemed to share voting and dispositive power over the Ordinary Shares beneficially owned by AY Holdings.
(c) Since the filing of Amendment No. 8 to the Schedule 13D, no Reporting Person has effected any transactions in the Ordinary Shares, and to the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Persons listed on Schedule A effected any transactions in the Ordinary Shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended to include the following:
The disclosure in Item 4 of this Amendment No. 9 is incorporated by reference.
Item 7. Materials to Be Filed as Exhibits
Exhibit No. | Description | |
| 99.1 | Subscription Agreement Relating to Ordinary Shares in Atlantica Sustainable Infrastructure plc, dated as of December 9, 2020, by and between Atlantica Sustainable Infrastructure plc and Algonquin Power & Utilities Corp. | |
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2020
| ALGONQUIN POWER & UTILITIES CORP. | ||||
| By: | /s/ Arun Banskota | |||
| Name: | Arun Banskota | |||
| Title: | President and Chief Executive Officer | |||
| By: | /s/ Arthur Kacprzak | |||
| Name: | Arthur Kacprzak | |||
| Title: | Chief Financial Officer | |||
| ALGONQUIN (AY HOLDCO) B.V. | ||||
| By: | /s/ Todd Mooney | |||
| Name: | Todd Mooney | |||
| Title: | Managing Director A | |||
| By: | /s/ Laurentius Ireneus Winfridus Klein | |||
| Name: | Laurentius Ireneus Winfridus Klein | |||
| Title: | Managing Director B | |||
| AAGES (AY HOLDINGS) B.V. | ||||
| By: | /s/ Todd Mooney | |||
| Name: | Todd Mooney | |||
| Title: | Managing Director A | |||
| By: | /s/ Laurentius Ireneus Winfridus Klein | |||
| Name: | Laurentius Ireneus Winfridus Klein | |||
| Title: | Managing Director B | |||
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Schedule A
Directors and Executive Officers of the Reporting Persons
The following tables set forth the name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons:
ALGONQUIN POWER & UTILITIES CORP. DIRECTORS
Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Christopher J. Ball | 229 Niagara Street Toronto, Ontario M6J 2L5 | Executive Vice President, Corpfinance International Limited; President, CFI Capital Inc. | Canada | |||
| Arun Banskota | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | President and Chief Executive Officer, Algonquin Power & Utilities Corp. | USA | |||
| D. Randy Laney | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Director, Algonquin Power & Utilities Corp. | USA | |||
| Kenneth Moore | 70 University Avenue, Suite 1400 Toronto, Ontario M5J 2M4 | Managing Partner, NewPoint Capital Partners Inc. | Canada | |||
| Masheed Saidi | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Director, Algonquin Power & Utilities Corp. | USA | |||
| Dilek Samil | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Director, Algonquin Power & Utilities Corp. | USA | |||
| Christopher Huskilson | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Director, Algonquin Power & Utilities Corp. | Canada | |||
| Melissa Stapleton Barnes | Lilly Corporate Center Indianapolis, Indiana 46285 | Senior Vice President, Enterprise Risk Management, and Chief Ethics and Compliance Officer, Eli Lilly and Company | USA | |||
| George L. Steeves | 30 Catherine Avenue Aurora, Ontario L4G 1K5 | Senior Project Manager, True North Energy | Canada | |||
ALGONQUIN POWER & UTILITIES CORP. EXECUTIVE OFFICERS
Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Arun Banskota | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 L6J 2X1 | President and Chief Executive Officer, Algonquin Power & Utilities Corp. | USA | |||
| Arthur Kacprzak | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Chief Financial Officer, Algonquin Power & Utilities Corp. | Canada | |||
| Johnny Johnston | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Chief Operating Officer, Algonquin Power & Utilities Corp. | United Kingdom | |||
| Jeffery Norman | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Chief Development Officer, Algonquin Power & Utilities Corp. | Canada | |||
| Mary Ellen Paravalos | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Chief Compliance and Risk Officer, Algonquin Power & Utilities Corp. | USA | |||
| Kirsten Olsen | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Chief Human Resources Officer, Algonquin Power & Utilities Corp. | Canada and United Kingdom | |||
| Jennifer Tindale | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Chief Legal Officer, Algonquin Power & Utilities Corp. | Canada | |||
| George Trisic | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Chief Governance Officer and Corporate Secretary, Algonquin Power & Utilities Corp. | Canada | |||
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ALGONQUIN (AY HOLDCO) B.V. DIRECTORS
Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Todd Mooney | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Vice President, Finance and Administration, Algonquin Power & Utilities Corp. | Canada and Ireland | |||
| Gerard Jan van Spall | Jupiter Building, 2nd Floor, Herikerbergweg 88, 1101CM, Amsterdam | Key Account Director,, Vistra Netherlands | Netherlands | |||
| Laurentius Ireneus Winfridus Klein | Jupiter Building, 2nd Floor, Herikerbergweg 88, 1101CM, Amsterdam | Director Payments & Transaction Monitoring, Vistra Netherlands | Netherlands | |||
AAGES (AY HOLDINGS) B.V. DIRECTORS
Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Todd Mooney | 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 | Vice President, Finance and Administration, Algonquin Power & Utilities Corp. | Canada and Ireland | |||
| Gerard Jan van Spall | Jupiter Building, 2nd Floor, Herikerbergweg 88, 1101CM, Amsterdam | Key Account Director,, Vistra Netherlands | Netherlands | |||
| Laurentius Ireneus Winfridus Klein | Jupiter Building, 2nd Floor, Herikerbergweg 88, 1101CM, Amsterdam | Director Payments & Transaction Monitoring, Vistra Netherlands | Netherlands | |||
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