Item 1. Security and Issuer.
This Amendment No. 14 (this “Amendment No. 14”) 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, as amended by Amendment No. 6 filed on May 24, 2019, as amended by Amendment No. 7 filed on
June 3, 2019, as amended by Amendment No. 8 filed on April 6, 2020, as amended by Amendment No. 9 filed on December 10, 2020, as amended by Amendment No. 10 filed on January 7, 2021, as amended by Amendment
No. 11 filed on August 4, 2021, as amended by Amendment No. 12 filed on May 10, 2022, as amended by Amendment No. 13 filed on May 28, 2024 (“Amendment No. 13”) with the Securities and
Exchange Commission on behalf of Algonquin Power & Utilities, Corp. (“Algonquin”), Algonquin (AY Holdco) B.V. (“AY Holdco”), and Liberty (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, 17th 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. 14 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.
Item 4. Purpose of Transaction.
Item 4 is
hereby amended as follows:
The information set forth in amended Item 6 below is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a), (b)
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 14 are incorporated herein by reference. As of December 12, 2024, the Reporting Persons own no Ordinary Shares of the Issuer.
(c) The information set forth in amended Item 6 below is incorporated by reference herein.
(d) Not applicable
(e)
December 12, 2024
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the
Issuer.
Item 6 is hereby amended as follows:
On December 12, 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, consummated the
Transaction Agreement (the “Transaction Agreement”). Pursuant to the terms of the Transaction Agreement, Bidco acquired 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”). Upon completion of the Transaction, the Issuer became a wholly owned subsidiary of ECP and each holder of the Ordinary Shares of
the Issuer became entitled to $22.00 per share in cash, without interest. Consequently, the Reporting Persons are no longer beneficial owners of any Ordinary Shares of the Issuer.
