Amended Statement of Beneficial Ownership (sc 13d/a)
May 19 2016 - 3:57PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Algonquin Power & Utilities Corp.
(Name of Company)
Common Shares, No Par Value
(Title of Class of Securities)
015857105
(CUSIP Number)
Stephen D. Aftanas
5151 Terminal Road
Halifax, Nova Scotia
B3J 1A1
(902) 428-6096
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications)
May 17, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
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SCHEDULE 13D
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1
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name of reporting
person
Emera Incorporated
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6
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citizenship
or place of organization
Nova Scotia,
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole voting
power
12,938,457*
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8
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Shared voting
power
0
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9
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Sole dispositive
power
12,938,457*
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10
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Shared dispositive
power
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,938,457*
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.75%**
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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Represents 12,024,753 subscription receipts (“Subscription
Receipts”) and 913,704 associated dividend entitlements (“Dividend Entitlements”), of Algonquin Power &
Utilities Corp. (the “Issuer”). The Subscription Receipts and associated Dividend Entitlements are convertible into
Common Shares of the Issuer on a one-for-one basis.
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**
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Based on 258,912,456 Common Shares of the Issuer issued
and outstanding as of March 31, 2016 as reported in the Issuer’s Form 6-K, filed with the Securities and Exchange Commission
(the “SEC”) on May 13, 2016, plus the number of Common Shares underlying the Subscription Receipts and Dividend Entitlements
held by the Reporting Person.
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Item 1. Security and Issuer
This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D is being filed with the Securities
& Exchange Commission (the “SEC”) on behalf of Emera Incorporated (the “Reporting Person”), relating
to the common shares, without par value (the “Common Shares”) of Algonquin Power & Utilities Corp., a corporation
existing under the laws of Canada (the “Issuer”). This Amendment No. 3 amends and supplements the initial statement
on Schedule 13D (the “Original Schedule 13D”) filed with the SEC on February 20, 2013, as amended and supplemented
by Amendment No. 1 filed with the SEC on March 27, 2013 and Amendment No. 2 filed with the SEC on October 9, 2014. Except as set
forth herein, this Amendment No. 3 does not modify any of the information previously reported by the Reporting Person in the Original
Schedule 13D, Amendment No. 1 or Amendment No. 2. Unless otherwise indicated, all capitalized terms used herein have the meanings
ascribed to them in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration
On May 17, 2016 the Reporting Person sold 50,126,766 Common
Shares in a secondary sale on a bought block trade basis to a syndicate of underwriters, at a purchase price of C$10.85 per Common
Share for aggregate gross proceeds of C$543,875,411.10. As a result of the sale, the Reporting Person disposed of all of the Common
Shares it held. The Reporting Person continues to hold 12,024,753 subscription receipts of the Issuer (“Subscription Receipts”)
and 913,704 associated dividend entitlements (“Dividend Entitlements”) convertible into an aggregate amount of 12,938,457
Common Shares.
Item 4. Purpose of Transaction
(a) The disposition of the Common Shares was undertaken to support
the Reporting Person’s general financing requirements, including the proposed and previously announced purchase of TECO Energy,
Inc.
The Subscription Receipts and the Dividend Entitlements are
held for investment purposes only and depending on various factors including, without limitation, the Issuer’s financial
position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions,
the Reporting Person’s business or financial condition, and other factors and conditions the Reporting Person deems appropriate,
the Reporting Person may dispose of all or a portion of the Subscription Receipts and Dividend Entitlements or all or a portion
of the Common Shares into which such Subscription Receipts and such Dividend Entitlements are convertible. Any disposition may
take place over the facilities of the Toronto Stock Exchange or in privately negotiated transactions or otherwise.
(b)-(j) None.
Item 5. Interest in Securities of the Issuer
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(a)
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The Reporting Person beneficially
owns 12,024,753 Subscription Receipts and 913,704 Dividend Entitlements. The Subscription Receipts and Dividend Entitlements are
convertible into Common Shares on a one-for-one basis. The Subscription Receipts and Dividend Entitlements represent approximately
4.75% of the Issuer’s issued and outstanding Common Shares (after giving effect to the conversion of the Subscription Receipts
and Dividend Equivalents held by the Reporting Person), based on 258,912,456 Common Shares of the Issuer issued and outstanding
as of March 31, 2016 as reported in the Issuer’s Form 6-K, filed with the SEC on May 13, 2016, plus the number of Common
Shares underlying the Subscription Receipts and Dividend Entitlements held by the Reporting Person.
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(b)
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The Reporting Person has
sole voting power and sole dispositive power with regard to the Common Shares, Subscription Receipts and Dividend Entitlements.
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(e)
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As of May 17, 2016, the
Reporting Person ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 19, 2016
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EMERA INCORPORATED
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By:
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/s/ Stephen D. Aftanas
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Name:
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Stephen D. Aftanas
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Title:
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Corporate Secretary
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