Algonquin Power & Utilities Files SC 13D/A for Atlantica

TL;DR

Algonquin Power & Utilities Corp. updated its 13D filing for Atlantica Sustainable Infrastructure plc.

AI Summary

Algonquin Power & Utilities Corp. filed an amendment to its SC 13D on May 28, 2024, related to Atlantica Sustainable Infrastructure plc. The filing indicates a change in beneficial ownership for Atlantica, with Algonquin Power & Utilities Corp. listed as the filer.

Why It Matters

This filing is important as it signals a potential shift in control or significant stakeholding in Atlantica Sustainable Infrastructure plc by Algonquin Power & Utilities Corp.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic moves by major shareholders, potentially impacting the company's stock price and future direction.

Key Players & Entities

• Algonquin Power & Utilities Corp. (company) — Filer of the SC 13D/A
• Atlantica Sustainable Infrastructure plc (company) — Subject company of the SC 13D/A
• 20240528 (date) — Date of filing

FAQ

Key Financial Figures

• $0.10 — ssuer) Ordinary Shares, nominal value $0.10 per share (Title of Class of Securiti

Filing Documents

• d840513dsc13da.htm (SC 13D/A) — 99KB
• d840513dex991.htm (EX-99.1) — 65KB
• d840513dex992.htm (EX-99.2) — 36KB
• 0001193125-24-147691.txt ( ) — 202KB

is hereby amended as follows

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. 13 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. (d), (e) During the last five years, none of the Reporting Persons and none of the persons set forth on Schedule A (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item4. Identity and Background

is hereby amended as follows

Item 4 is hereby amended as follows: The information set forth in amended Item 6 below is incorporated by reference herein.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer .

is hereby amended as follows

Item 6 is hereby amended as follows: On May 27, 2024, the Issuer and California Buyer Limited, a private limited company incorporated in England and Wales ( Bidco ), a vehicle controlled by funds managed or advised by Energy Capital Partners ( ECP ) and which includes a large group of institutional co-investors, entered into a Transaction Agreement (the Transaction Agreement ), which provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Bidco, will acquire the entire issued and to be issued share capital of the Issuer pursuant to a scheme of arrangement under Part 26 of the U.K. Companies Act 2006 (the Scheme and such acquisition, the Transaction ). Voting Agreement On May 27, 2024, in connection with the execution of the Transaction Agreement, Algonquin and AY Holdings, direct and indirect shareholders of the Issuer, respectively, entered into a Voting and Transaction Support Agreement with Bidco and the Issuer (the Support Agreement ). Pursuant to the Support Agreement, Algonquin and AY Holdings agreed, among other things, to vote their Ordinary Shares in favor of the approval and authorization of the Transaction Agreement and the Scheme at the Issuer shareholder meetings and against any competing transaction and, subject to certain exceptions, not to transfer any of their Ordinary Shares. As of May 27, 2024, AY Holdings owned (and Algonquin had an indirect interest in) an aggregate of approximately 42.2% of the outstanding Ordinary Shares. As described below, in connection with the Transaction and the Scheme, the Issuer has agreed to waive the voting restrictions set forth in Clause 3 of the Enhanced Cooperation Agreement, dated May 9, 2019, by and among Algonquin, Liberty Development Energy Solutions B.V. ( Liberty Development ) and the Issuer (the Enhanced Cooperation Agreement ). As a result, Algonquin and AY Holdings will be able to vote all of the Ordinary Shares they hold in connection with the

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Dated: May 28, 2024 ALGONQUIN POWER & UTILITIES CORP. By: /s/ Darren Myers Name: Darren Myers Title: Chief Financial Officer By: /s/ Jennifer Tindale Name: Jennifer Tindale Title: Chief Legal Officer ALGONQUIN (AY HOLDCO) B.V. By: /s/ Dana Easthope Name: Dana Easthope Title: Director A LIBERTY (AY HOLDINGS) B.V. By: /s/ Dana Easthope Name: Dana Easthope Title: Director A 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 Citizenship Kenneth Moore 70 University Avenue, Suite 1400 Toronto, Ontario M5J 2M4 Managing Partner, NewPoint Capital Partners Inc. Canada Melissa Stapleton Barnes 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 Director, Algonquin Power & Utilities Corp. USA Amee Chande 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 Corporate Director and Strategy Consultant Canada USA UK Dan Goldberg 160 Elgin Street, Suite 2100 Ottawa, Ontario K2P 2P7 President and Chief Executive Officer, Telesat Corporation Canada USA Christopher Huskilson 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 Director, Algonquin Power & Utilities Corp. Canada D. Randy Laney 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 Director, Algonquin Power & Utilities Corp. USA Masheed H. Saidi 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 Director, Algonquin Power & Utilities Corp. USA Dilek L. Samil 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1 Director, Algonquin Power &

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View this SC 13D/A filing on SEC EDGAR