Item 1. Security and Issuer
This Amendment No. 5 (this
Amendment
) to the Schedule 13D 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, and as amended by Amendment
No. 4 filed on February 15, 2019 filed 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 Yield 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 4 is hereby amended to include the follow.
(d) & (e)
During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting
Persons nor any person listed on Schedule A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person 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 3. Source of Funds
Algonquin, through
one of its affiliates, expects to draw from a term credit facility to fund the purchase of the Subscription Shares (as defined herein).
Item 4. Purpose of Transaction
Item 4 is
hereby amended and restated with the following:
The Reporting Persons purchased 25,054,315 Ordinary Shares, pursuant to the sale and
purchase agreement, dated November 1, 2017, as amended pursuant to Deed of Amendment No. 1, dated January 31, 2018, Deed of Amendment No. 2, dated February 15, 2018, and Deed of Amendment No. 3, dated February 27,
2018 (the
Share Purchase Agreement
), in each case, between ACIL Luxco 1, S.A., a
société anonyme
incorporated under the laws of Luxembourg (
ACIL Luxco 1
), Algonquin, and Abengoa, S.A.
(
Abengoa
), as guarantor of ACIL Luxco 1. Pursuant to the sale and purchase agreement, dated March 8, 2018 (the
On-Sale
SPA
), between Algonquin and AY Holdings,
Algonquin transferred Ordinary Shares it acquired under the Share Purchase Agreement to AY Holdings, which then held shares representing approximately 25.0% of the issued and outstanding Ordinary Shares.
On November 1, 2017, Algonquin and Abengoa also entered into an option and right of first refusal agreement (the
Option
Agreement
) with respect to 16,503,348 Ordinary Shares, representing approximately 16.5% of the issued and outstanding Ordinary Shares (the
Additional Shares
). Under the Option Agreement, Algonquin (directly or through an
assignee) was granted the right to acquire the Additional Shares. On April 16, 2018, Algonquin and Abengoa entered into a binding term sheet (the
Term Sheet
) to amend the Option Agreement. Following the signing of the Term
Sheet, Algonquin notified Abengoa of its election to exercise its option to acquire the Additional Shares. On November 19, 2018, Algonquin, Abengoa, and ACIL Luxco 1 entered an amended and restated option agreement, dated November 19, 2018
(the
Amended and Restated Option Agreement
), further amending the terms and conditions of the Option Agreement.
Also
on November 1, 2017, Algonquin and Abengoa entered into a memorandum of understanding (the
AAGES MOU
), pursuant to which Algonquin and Abengoa established Abengoa-Algonquin Global Energy Solutions B.V.
(
AAGES
), which is a joint venture company owned 50.0% by Algonquin through AY Holdco and 50.0% by Abengoa through a subsidiary. The business of AAGES is developing global utility infrastructure projects. In addition, AAGES formed
a subsidiary, AY Holdings. Pursuant to the terms of the governing documents of AAGES and AY Holdings, Abengoa and its affiliates have no power to vote or direct the vote of or to dispose or direct the disposal of Ordinary Shares held by AY Holdings;
the power to vote or direct the vote or dispose or direct the disposal of such Ordinary Shares resides with AY Holdco as the holder of the preferred share of AY Holdings. The terms of the AAGES MOU were superseded by the documents governing AAGES
and AY Holdings.
Prior to closing of the purchase of the Additional Shares (the
Closing
), Algonquin and AY Holdco
entered into a sale and purchase agreement, dated November 26, 2018 (the
Second
On-Sale
SPA
), pursuant to which Algonquin agreed to transfer the Additional Shares to be acquired under
the Amended and Restated Option Agreement to AY Holdco. Further, AY Holdco and AY Holdings entered into a sale and purchase agreement, dated November 26, 2018 (the
Third
On-Sale
SPA
),
pursuant to which AY Holdco agreed to transfer the Additional Shares to be acquired under the Second
On-Sale
SPA to AY Holdings. Upon closing of the transactions described in the Amended and Restated Option
Agreement, the Second
On-Sale
SPA and Third
On-Sale
SPA, the Reporting Persons held 41,557,663 Ordinary Shares, representing approximately 41.5% of the issued and
outstanding Ordinary Shares.
4