Sec Form 13D Filing - ALGONQUIN POWER & UTILITIES CORP. filing for ATLANTICA SUSTAINABLE INFRASTR (AY) - 2020-12-10

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 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).

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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, 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

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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

ALGONQUIN POWER & UTILITIES CORP. EXECUTIVE OFFICERS

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ALGONQUIN (AY HOLDCO) B.V. DIRECTORS

AAGES (AY HOLDINGS) B.V. DIRECTORS

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