Starboard Value Amends Stake in Algonquin Power & Utilities

TL;DR

Starboard Value just updated their Algonquin Power stake filing - watch this space.

AI Summary

Starboard Value LP, through its affiliate 01 Energy & Transportation, has filed Amendment No. 5 to its Schedule 13D, indicating a change in its beneficial ownership of Algonquin Power & Utilities Corp. as of April 18, 2024. The filing details their stake and intentions regarding the company's common shares.

Why It Matters

This filing signals potential activist investor involvement, which could lead to changes in corporate strategy, management, or board composition at Algonquin Power & Utilities Corp.

Risk Assessment

Risk Level: medium — Activist investor filings can introduce uncertainty and potential volatility as the investor seeks to influence company strategy.

Key Players & Entities

• Starboard Value LP (company) — Filing entity
• Algonquin Power & Utilities Corp. (company) — Subject company
• 01 Energy & Transportation (company) — Affiliate of filing entity
• JEFFREY C. SMITH (person) — Director/Officer of filing entity
• 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. The
• $12,670 — ly owned by Mr. Carter is approximately $12,670, including brokerage commissions. The
• $23,608 — owned by Mr. Lopez is approximately CAD$23,608, including brokerage commissions. The
• $326,213 — ned by Mr. Schriesheim is approximately $326,213, excluding brokerage commissions. 23

Filing Documents

• sc13da506297338_04182024.htm (SC 13D/A) — 608KB
• ex991to13da506297338_041824.htm (EX-99.1) — 101KB
• ex992to13da506297338_041824.htm (EX-99.2) — 10KB
• 0000921895-24-000887.txt ( ) — 721KB

Identity and Background

Item 2. Identity and Background .

is hereby amended

Item 2 is hereby amended to add the following: In connection with the Agreement defined and described in Item 4 below, Brett C. Carter, Christopher Lopez and Robert A. Schriesheim are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 5. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below.

Source and Amount of Funds or Other Consideration

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

is hereby amended

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. The Shares purchased by Mr. Carter were purchased with personal funds in the open market. The aggregate purchase price of the 2,071 Shares beneficially owned by Mr. Carter is approximately $12,670, including brokerage commissions. The Shares purchased by Mr. Lopez were purchased with personal funds in the open market. The aggregate purchase price of the 2,850 Shares beneficially

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On April 18, 2024, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer (the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”) and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Agreement, the Issuer agreed to (i) immediately increase the size of the Board from nine (9) to ten (10) directors and appoint Brett C. Carter as a director and (ii) nominate Christopher Lopez (each a “New Director” and together, the “New Directors”) for election to the Board at the Issuer’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”). The Issuer further agreed that the Board will nominate nine (9) individuals, including the New Directors, for election to the Board at the 2024 Annual Meeting for terms expiring at the Issuer’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”), and will recommend, support and solicit proxies for the election of the New Directors at the 2024 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of the Issuer’s other director nominees up for election at the 2024 Annual Meeting. Pursuant to the terms of the Agreement, the Issuer also agreed, among other things, (i) that during the period following the date of the Agreement through the conclusion of the 2024 Annual Meeting, the size of the Board will not be increased to more than ten (10) directors and upon conclusion of the 2024 Annual Meeting through the expiration of the Standstill Period (as defined below), the size of the Board will not be increased to more than nine (9) directors, in ea

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View this SC 13D/A filing on SEC EDGAR