Starboard Value LP Amends Stake in Algonquin Power & Utilities

TL;DR

Starboard Value LP just upped its stake in Algonquin Power & Utilities Corp. - watch this space.

AI Summary

Starboard Value LP, through its affiliate CF, has amended its Schedule 13D filing regarding Algonquin Power & Utilities Corp. as of March 21, 2024. The filing indicates a change in beneficial ownership, with Starboard Value LP now holding a significant stake in the company. This amendment suggests ongoing strategic interest and potential activism by Starboard Value LP in Algonquin Power & Utilities Corp.

Why It Matters

This filing signals potential changes in corporate strategy or governance at Algonquin Power & Utilities Corp. due to the increased involvement of an activist investor like Starboard Value LP.

Risk Assessment

Risk Level: medium — Activist investor involvement can lead to significant corporate changes, creating volatility and uncertainty.

Key Players & Entities

• Starboard Value LP (company) — Filing entity
• Algonquin Power & Utilities Corp. (company) — Subject company
• CF (company) — Affiliate of Starboard Value LP
• JEFFREY C. SMITH (person) — Director of Starboard Value LP
• ANDREW FREEDMAN, ESQ. (person) — Legal counsel
• MEAGAN REDA, ESQ. (person) — Legal counsel

FAQ

Key Financial Figures

• $267,629,660 — Starboard V&O III Fund is approximately $267,629,660, excluding brokerage commissions. The a
• $31,992,268 — ned by Starboard S LLC is approximately $31,992,268, excluding brokerage commissions. The a
• $24,738,513 — wned by Starboard C LP is approximately $24,738,513, excluding brokerage commissions. The a
• $13,938,278 — by Starboard L Master is approximately $13,938,278, excluding brokerage commissions. The a
• $45,673,809 — wned by Starboard G LP is approximately $45,673,809, excluding brokerage commissions The ag
• $68,353,762 — Starboard X Master II is approximately $68,353,762, excluding brokerage commissions. The a
• $46,571,705 — board Value LP Account is approximately $46,571,705, excluding brokerage commissions. Item

Filing Documents

• e619405_sc13da-apuc.htm (SC 13D/A) — 642KB
• e619405_ex991.pdf (SC 13D/A) — 88KB
• e619405_ex99-2.htm (EX-99.2) — 27KB
• e619405_ex99-3.htm (EX-99.3) — 14KB
• e619405_ex99-4.htm (EX-99.4) — 11KB
• e619405_ex99-5.htm (EX-99.5) — 26KB
• 0001193805-24-000429.txt ( ) — 842KB

Identity and Background

Item 2. Identity and Background .

is hereby amended and

Item 2 is hereby amended and restated to read as follows: (a) This (i) Starboard Value and Opportunity Master Fund III LP, a Cayman Islands exempted limited partnership (“Starboard V&O III Fund”), with respect to the Shares directly and beneficially owned by it; (ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it; (iii) Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it; (iv) Starboard X Master Fund II LP, a Cayman Islands exempted limited partnership (“Starboard X Master II”), with respect to the Shares directly and beneficially owned by it; (v) Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP and Starboard X Master II; (vi) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it; (vii) Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master; (viii) Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP; (ix) Starboard G Fund, L.P., a Delaware limited partnership (“Starboard G LP”), with respect to the Shares directly and beneficially owned by it; (x) Starboard Value G GP, LLC (“Starboard G GP”), as the general partner of Starboard G LP; (xi) Starboard Value A LP (“Starboard A LP”), as the managing member of Starboard G GP and as the general partner of Starboard V&O III Fund; (xii) Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A LP; (xiii) Starboard Value LP, as the investment manager of St

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended and

Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard G LP, Starboard X Master II and held in the Starboard Value LP Account 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 A, which is incorporated by reference herein. The aggregate purchase price of the 32,248,050 Shares beneficially owned by Starboard V&O III Fund is approximately $267,629,660, excluding brokerage commissions. The aggregate purchase price of the 3,806,900 Shares beneficially owned by Starboard S LLC is approximately $31,992,268, excluding brokerage commissions. The aggregate purchase price of the 2,943,580 Shares beneficially owned by Starboard C LP is approximately $24,738,513, excluding brokerage commissions. The aggregate purchase price of the 1,658,475 Shares beneficially owned by Starboard L Master is approximately $13,938,278, excluding brokerage commissions. The aggregate purchase price of the 7,679,719 Shares beneficially owned by Starboard G LP is approximately $45,673,809, excluding brokerage commissions The aggregate purchase price of the 8,262,627 Shares beneficially owned by Starboard X Master II is approximately $68,353,762, excluding brokerage commissions. The aggregate purchase price of the 5,541,649 Shares held in the Starboard Value LP Account is approximately $46,571,705, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended to

Item 4 is hereby amended to add the following: 25 CUSIP No. 015857105 On March 21, 2024, Starboard V&O Fund (together with its affiliates, “Starboard”) delivered a letter to the Issuer, dated March 21, 2024, nominating a slate of highly qualified director candidates, including Brett C. Carter, Christopher Lopez and Robert A. Schriesheim, (collectively, the “Nominees”), for election to the Board at the Issuer’s 2024 annual general meeting of shareholders (the “Annual Meeting”). As evidenced by their detailed biographies below, the Nominees have backgrounds spanning operations, finance, restructuring, strategic transformation and public company governance. Starboard carefully selected this highly qualified slate of Nominees who collectively have best-in-class experience in utility operations, complex financial and business transformations, and have a shareholder-focused mindset. Also on March 21, 2024, Starboard delivered a letter to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Brett C. Carter most recently served as the Executive Vice President and Group President, Utilities and Chief Customer Officer of Xcel Energy Inc. (NASDAQ: XEL) (“Xcel”), a major U.S. electric and natural gas delivery company, from March 2022 to October 2023. He served as Xcel’s Executive Vice President and Chief Customer and Innovation Officer from May 2018 to March 2022. Prior to that, Mr. Carter served as Senior Vice President and Shared Services Executive, Global Technology and Operations, at Bank of America Corporation (NYSE: BAC) (“BAC”), a global financial services firm, from October 2

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View this SC 13D/A filing on SEC EDGAR