Filing Details

 

 

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 persons 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

 

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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 Issuers principal executive offices are located at Great West House, GW1, 17^th 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

 

 

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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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