UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Algonquin Power & Utilities Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

015857105

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 20, 2023

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s 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 the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).

 

CUSIP No. 015857105

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         34,138,650  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          34,138,650  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        34,138,650  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%*  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Possesses economic exposure to an aggregate of 51,413,000 shares (representing approximately 7.5% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

2

CUSIP No. 015857105

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND III LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         13,727,361  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          13,727,361  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,727,361  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY S LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,653,324  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,653,324  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,653,324  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY C LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,826,265  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,826,265  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,826,265  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD X MASTER FUND II LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         7,021,663  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          7,021,663  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        7,021,663  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         13,727,361  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          13,727,361  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,727,361  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

7

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE A GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         13,727,361  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          13,727,361  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        13,727,361  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         9,847,928  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          9,847,928  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        9,847,928  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

9

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        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  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,592,353  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,592,353  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,592,353  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

10

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE L LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,592,353  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,592,353  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,592,353  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

11

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE R GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         11,440,281  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          11,440,281  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,440,281  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

12

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         34,138,650  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          34,138,650  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        34,138,650  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Possesses economic exposure to an aggregate of 51,413,000 shares (representing approximately 7.5% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

13

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         34,138,650  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          34,138,650  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        34,138,650  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%*  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Possesses economic exposure to an aggregate of 51,413,000 shares (representing approximately 7.5% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6. 

14

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        STARBOARD PRINCIPAL CO GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         34,138,650  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          34,138,650  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        34,138,650  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Possesses economic exposure to an aggregate of 51,413,000 shares (representing approximately 7.5% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

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CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        JEFFREY C. SMITH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         34,138,650  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          34,138,650  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        34,138,650  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Possesses economic exposure to an aggregate of 51,413,000 shares (representing approximately 7.5% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

16

CUSIP No. 015857105

 

  1   NAME OF REPORTING PERSON  
         
        PETER A. FELD  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         34,138,650  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          34,138,650  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        34,138,650  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.0%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Possesses economic exposure to an aggregate of 51,413,000 shares (representing approximately 7.5% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

17

CUSIP No. 015857105

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Common Shares, no par value (the “Shares”), of Algonquin Power & Utilities Corp., a Canadian corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 354 Davis Road, Oakville, Ontario, L6J 2X1, Canada.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Starboard Value and Opportunity Master Fund III LP, a Cayman Islands exempted limited partnership ("Starboard V&O III Fund"), with respect to the Shares directly and beneficially owned by it;
(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
(iv)Starboard X Master Fund II LP, a Cayman Islands exempted limited partnership (“Starboard X Master II”), with respect to the Shares directly and beneficially owned by it;
(v)Starboard Value A LP ("Starboard A LP"), as the general partner of Starboard V&O III Fund;
(vi)Starboard Value A GP LLC ("Starboard A GP"), as the general partner of Starboard A LP;
(vii)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP and Starboard X Master II;
(viii)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;
(ix)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;
(x)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;
(xi)Starboard Value LP, as the investment manager of Starboard V&O III Fund, Starboard C LP, Starboard X Master II, Starboard L Master, and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
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CUSIP No. 015857105

(xii)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
(xiii)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
(xiv)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
(xv)Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
(xvi)Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard X Master II, Starboard A LP, Starboard A GP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co and Principal GP is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301.

(c)       Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master II have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O III Fund, Starboard C LP, Starboard L Master, Starboard X Master II and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard A LP serves as the general partner of Starboard V&O III Fund. Starboard A GP serves as the general partner of Starboard A LP. Starboard R LP serves as the general partner of Starboard C LP and Starboard X Master II. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been 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 violation with respect to such laws.

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CUSIP No. 015857105

(f)       Messrs. Smith and Feld are citizens of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master II and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.

The aggregate purchase price of 13,727,361 Shares beneficially owned by Starboard V&O III Fund is approximately $114,219,986, excluding brokerage commissions. The aggregate purchase price of the 3,653,324 Shares beneficially owned by Starboard S LLC is approximately $30,786,294, excluding brokerage commissions. The aggregate purchase price of the 2,826,265 Shares beneficially owned by Starboard C LP is approximately $23,817,283, excluding brokerage commissions. The aggregate purchase price of the 1,592,353 Shares beneficially owned by Starboard L Master is approximately $13,419,048, excluding brokerage commissions. The aggregate purchase price of the 7,021,663 Shares beneficially owned by Starboard X Master II is approximately $59,143,628, excluding brokerage commissions. The aggregate purchase price of the 5,317,684 Shares held in the Starboard Value LP Account is approximately $44,812,993, excluding brokerage commissions.

 

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

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CUSIP No. 015857105

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 688,664,543 Shares outstanding, as of May 9, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Current Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 11, 2023.

  

A.Starboard V&O III Fund

 

(a)As of the close of business on June 29, 2023, Starboard V&O III Fund beneficially owned 13,727,361 Shares.

 

Percentage: Approximately 2.0%

 

(b)1. Sole power to vote or direct vote: 13,727,361
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,727,361
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard V&O III Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

B.Starboard S LLC

 

(a)As of the close of business on June 29, 2023, Starboard S LLC beneficially owned 3,653,324 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 3,653,324
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,653,324
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard S LLC during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

C.Starboard C LP

 

(a)As of the close of business on June 29, 2023, Starboard C LP beneficially owned 2,826,265 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 2,826,265
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,826,265
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

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CUSIP No. 015857105

D.Starboard X Master II

 

(a)As of the close of business on June 29, 2023, Starboard X Master II beneficially owned 7,021,663 Shares.

 

Percentage: Approximately 1.0%

 

(b)1. Sole power to vote or direct vote: 7,021,663
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,021,663
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard X Master II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

E.Starboard A LP

 

(a)Starboard A LP, as the general partner of Starboard V&O III Fund, may be deemed the beneficial owner of the 13,727,361 Shares owned by Starboard V&O III Fund.

 

Percentage: Approximately 2.0%

 

(b)1. Sole power to vote or direct vote: 13,727,361
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,727,361
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A LP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer on behalf of Starboard V&O III Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

F.Starboard A GP

 

(a)Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 13,727,361 Shares owned by Starboard V&O III Fund.

 

Percentage: Approximately 2.0%

 

(b)1. Sole power to vote or direct vote: 13,727,361
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,727,361
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard A GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer on behalf of Starboard V&O III Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

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CUSIP No. 015857105

G.Starboard R LP

 

(a)Starboard R LP, as the general partner of Starboard C LP and Starboard X Master II, may be deemed the beneficial owner of the (i) 2,826,265 Shares owned by Starboard C LP and (ii) 7,021,663 Shares owned by Starboard X Master II.

 

Percentage: Approximately 1.4%

 

(b)1. Sole power to vote or direct vote: 9,847,928
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 9,847,928
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R LP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer on behalf of each of Starboard C LP and Starboard X Master II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

H.Starboard L Master

 

(a)As of the close of business on June 29, 2023, Starboard L Master beneficially owned 1,592,353 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 1,592,353
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,592,353
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

I.Starboard L GP

 

(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 1,592,353 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 1,592,353
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,592,353
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard L GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer on behalf of Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

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CUSIP No. 015857105

J.Starboard R GP

 

(a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 2,826,265 Shares owned by Starboard C LP, (ii) 7,021,663 Shares owned by Starboard X Master II and (iii) 1,592,353 Shares owned by Starboard L Master.

 

Percentage: Approximately 1.7%

 

(b)1. Sole power to vote or direct vote: 11,440,281
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,440,281
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer on behalf of each of Starboard C LP, Starboard X Master II and Starboard L Master during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

K.Starboard Value LP

 

(a)As of the close of business on June 29, 2023, 5,317,684 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O III Fund, Starboard C LP, Starboard L Master, Starboard X Master II and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 13,727,361 Shares owned by Starboard V&O III Fund, (ii) 3,653,324 Shares owned by Starboard S LLC, (iii) 2,826,265 Shares owned by Starboard C LP, (iv) 1,592,353 Shares owned by Starboard L Master, (v) 7,021,663 Shares owned by Starboard X Master II and (vi) 5,317,684 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 5.0%

 

(b)1. Sole power to vote or direct vote: 34,138,650
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 34,138,650
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master II, and certain affiliates of Starboard Value LP that do not beneficially own any Shares, including Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”) and Starboard X Master Fund Ltd (“Starboard X Master”), during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

L.Starboard Value GP

 

(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 13,727,361 Shares owned by Starboard V&O III Fund, (ii) 3,653,324 Shares owned by Starboard S LLC, (iii) 2,826,265 Shares owned by Starboard C LP, (iv) 1,592,353 Shares owned by Starboard L Master, (v) 7,021,663 Shares owned by Starboard X Master II and (vi) 5,317,684 Shares held in the Starboard Value LP Account.

 

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CUSIP No. 015857105

Percentage: Approximately 5.0%

 

(b)1. Sole power to vote or direct vote: 34,138,650
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 34,138,650
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master II, and certain affiliates of Starboard Value LP that do not beneficially own any Shares, including Starboard V&O Fund and Starboard X Master, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

M.Principal Co

 

(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 13,727,361 Shares owned by Starboard V&O III Fund, (ii) 3,653,324 Shares owned by Starboard S LLC, (iii) 2,826,265 Shares owned by Starboard C LP, (iv) 1,592,353 Shares owned by Starboard L Master, (v) 7,021,663 Shares owned by Starboard X Master II and (vi) 5,317,684 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 5.0%

 

(b)1. Sole power to vote or direct vote: 34,138,650
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 34,138,650
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master II, and certain affiliates of Starboard Value LP that do not beneficially own any Shares, including Starboard V&O Fund and Starboard X Master, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

N.Principal GP

 

(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 13,727,361 Shares owned by Starboard V&O III Fund, (ii) 3,653,324 Shares owned by Starboard S LLC, (iii) 2,826,265 Shares owned by Starboard C LP, (iv) 1,592,353 Shares owned by Starboard L Master, (v) 7,021,663 Shares owned by Starboard X Master II and (vi) 5,317,684 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 5.0%

 

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CUSIP No. 015857105

 

(b)1. Sole power to vote or direct vote: 34,138,650
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 34,138,650
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master II, and certain affiliates of Starboard Value LP that do not beneficially own any Shares, including Starboard V&O Fund and Starboard X Master, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

O.Messrs. Smith and Feld

 

(a)Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 13,727,361 Shares owned by Starboard V&O III Fund, (ii) 3,653,324 Shares owned by Starboard S LLC, (iii) 2,826,265 Shares owned by Starboard C LP, (iv) 1,592,353 Shares owned by Starboard L Master, (v) 7,021,663 Shares owned by Starboard X Master II and (vi) 5,317,684 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 5.0%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 34,138,650
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 34,138,650

 

(c)None of Messrs. Smith or Feld has entered into any transactions in securities of the Issuer during the past sixty days. The transactions in securities of the Issuer by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master II, and certain affiliates of Starboard Value LP that do not beneficially own any Shares, including Starboard V&O Fund and Starboard X Master, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

26

CUSIP No. 015857105

In addition to the Shares beneficially owned by the Reporting Persons as set forth in this filing, and while the Reporting Persons have no current knowledge of the following holdings, the Reporting Persons understand that Toronto Dominion Bank and TD Asset Management Inc. (together, “TD”) had investment discretion over 24,788,418 Shares, listed call options with respect to 534,700 Shares and listed put options with respect to 313,700 Shares as of March 31, 2023, which would represent beneficial ownership over approximately 3.7% of the outstanding Shares as of such date, as such information was set forth in the Form 13F-HR filings filed by TD on May 11, 2023 and May 10, 2023. As reported in the Form ADV filed by Starboard Value LP, Toronto Dominion Bank is included as an indirect control person under Schedule B/C Indirect Owners of the Form ADV as a result of the closing of the acquisition of Cowen Inc. by Toronto Dominion Bank. The validity of the indirect transfer of Cowen Inc.’s ownership interest in Starboard Value LP is subject to an ongoing dispute. The Reporting Persons disclaim the existence of a “group” within the meaning of Section 13(d)(3) of the Exchange Act with TD or any other person other than the other Reporting Persons.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Starboard V&O Fund has entered into certain cash-settled total return swap agreements with Bank of America (“BA”) as the counterparty (the “Swap Agreements”). The swaps with BA constitute economic exposure to an aggregate of 17,274,350 notional Shares, representing approximately 2.5% of the outstanding Shares, which have a maturity date of September 9, 2024. The Swap Agreements provide Starboard V&O Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”).

On June 30, 2023, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund III LP, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard X Master Fund II LP, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith and Peter A. Feld, dated June 30, 2023.
99.2Powers of Attorney for Jeffrey C. Smith and Peter A. Feld, dated June 30, 2023.

27

CUSIP No. 015857105

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 30, 2023

Starboard Value and Opportunity Master Fund III LP

By: Starboard Value A LP,

its general partner

 

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

 

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value R LP,

its general partner

 

Starboard X Master Fund II LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

By: Starboard Value L LP,

its general partner

 

  

STARBOARD VALUE L LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

STARBOARD VALUE A GP LLC

 

STARBOARD VALUE R GP LLC

 

 
 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 
 

/s/ Jeffrey C. Smith

JEFFREY C. SMITH
Individually and as attorney-in-fact for Peter A. Feld

 

28

CUSIP No. 015857105

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD*

 

Purchase of Cash-Settled Total Return Swap 301,000 8.4496 05/01/2023
Purchase of Cash-Settled Total Return Swap 602,000 8.4042 05/02/2023
Purchase of Cash-Settled Total Return Swap 602,000 8.6744 05/03/2023
Purchase of Cash-Settled Total Return Swap 1,000,000 8.3491 06/14/2023
Purchase of Cash-Settled Total Return Swap 1,000,000 8.2582 06/15/2023
Purchase of Cash-Settled Total Return Swap 275,000 8.4337 06/16/2023
Purchase of Cash-Settled Total Return Swap 1,500,000 8.4396 06/20/2023
Purchase of Cash-Settled Total Return Swap 1,500,000 8.4511 06/21/2023
Purchase of Cash-Settled Total Return Swap 1,500,000 8.4163 06/22/2023
Purchase of Cash-Settled Total Return Swap 1,500,000 8.1630 06/23/2023
Purchase of Cash-Settled Total Return Swap 2,000,000 8.2664 06/26/2023
Purchase of Cash-Settled Total Return Swap 1,950,000 8.2753 06/27/2023

 

 

CUSIP No. 015857105

STARBOARD VALUE AND OPPORTUNITY MASTER FUND III LP

 

Purchase of Common Stock 275,341 8.7164 05/03/2023
Purchase of Common Stock 816,629 8.7051 05/03/2023
Purchase of Common Stock 269,151 8.6267 05/03/2023
Purchase of Common Stock 11,438 8.6850 05/04/2023
Purchase of Common Stock 903,000 8.6525 05/04/2023
Purchase of Common Stock 62,608 8.6279 05/04/2023
Purchase of Common Stock 346,150 8.7999 05/05/2023
Purchase of Common Stock 26,007 8.8550 05/08/2023
Purchase of Common Stock 246,699 8.8376 05/08/2023
Purchase of Common Stock 120,400 8.8069 05/09/2023
Purchase of Common Stock 71,761 8.8782 05/09/2023
Purchase of Common Stock 479 8.9000 05/09/2023
Purchase of Common Stock 541,800 8.9054 05/10/2023
Purchase of Common Stock 451,500 8.4779 05/16/2023
Purchase of Common Stock 90,300 8.5468 05/17/2023
Purchase of Common Stock 451,500 8.5060 05/17/2023
Purchase of Common Stock 499,660 8.4397 05/18/2023
Purchase of Common Stock 301,000 8.4725 05/19/2023
Purchase of Common Stock 120,400 8.5332 05/22/2023
Purchase of Common Stock 301,000 8.5710 05/23/2023
Purchase of Common Stock 150,500 8.4831 05/24/2023
Purchase of Common Stock 451,500 8.5153 05/24/2023
Purchase of Common Stock 602,000 8.3579 05/25/2023
Purchase of Common Stock 346,150 8.2515 05/26/2023
Purchase of Common Stock 176,988 8.2412 05/26/2023
Purchase of Common Stock 391,300 8.2702 05/30/2023
Purchase of Common Stock 23,478 8.2962 05/30/2023
Purchase of Common Stock 210,700 8.2514 05/31/2023
Purchase of Common Stock 15,050 8.3970 05/31/2023
Purchase of Common Stock 159,942 8.5760 06/01/2023
Purchase of Common Stock 120,800 8.5796 06/01/2023
Purchase of Common Stock 604,000 8.5760 06/01/2023
Purchase of Common Stock 211,518 8.5305 06/01/2023
Purchase of Common Stock 604,000 8.4852 06/02/2023
Purchase of Common Stock 90,600 8.5998 06/05/2023
Purchase of Common Stock 91,204 8.6424 06/05/2023
Purchase of Common Stock 302,000 8.6108 06/06/2023
Purchase of Common Stock 506,756 8.6829 06/07/2023
Purchase of Common Stock 422,800 8.6597 06/08/2023
Purchase of Common Stock 604,000 8.6216 06/09/2023
Purchase of Common Stock 604,000 8.5928 06/12/2023
Purchase of Common Stock 785,200 8.4881 06/13/2023
Purchase of Common Stock 604,000 8.3640 06/14/2023
Sale of Common Stock (1,000,000) 8.3607 06/14/2023
Sale of Common Stock (1,000,000) 8.2325 06/15/2023
Purchase of Common Stock 906,000 8.2307 06/15/2023
Purchase of Common Stock 302,000 8.3974 06/16/2023
Sale of Common Stock (275,000) 8.4211 06/16/2023
Purchase of Common Stock 422,800 8.4631 06/16/2023
Sale of Common Stock (750,000) 8.4215 06/20/2023
Sale of Common Stock (750,000) 8.4213 06/20/2023
Purchase of Common Stock 302,000 8.4373 06/20/2023
Purchase of Common Stock 821,654 8.5004 06/20/2023
Purchase of Common Stock 240,178 8.4941 06/20/2023
Purchase of Common Stock 302,000 8.4271 06/21/2023
Purchase of Common Stock 32,133 8.4388 06/21/2023
Purchase of Common Stock 906,000 8.4822 06/21/2023
Purchase of Common Stock 191,240 8.4162 06/21/2023
Purchase of Common Stock 78,627 8.4448 06/21/2023
Sale of Common Stock (1,500,000) 8.4340 06/21/2023
Sale of Common Stock (750,000) 8.4012 06/22/2023
Sale of Common Stock (750,000) 8.4044 06/22/2023
Purchase of Common Stock 453,000 8.4204 06/22/2023
Purchase of Common Stock 1,057,000 8.3964 06/22/2023
Sale of Common Stock (1,500,000) 8.1547 06/23/2023
Purchase of Common Stock 1,208,000 8.1060 06/23/2023
Purchase of Common Stock 1,298,600 8.2972 06/26/2023
Purchase of Common Stock 14,144 8.1057 06/26/2023
Purchase of Common Stock 230,476 8.3572 06/26/2023
Purchase of Common Stock 604,000 8.3259 06/26/2023
Sale of Common Stock (1,000,000) 8.2559 06/26/2023
Sale of Common Stock (1,000,000) 8.2502 06/26/2023
Purchase of Common Stock 604,000 8.2720 06/27/2023
Sale of Common Stock (1,950,000) 8.2702 06/27/2023
Purchase of Common Stock 604,000 8.2740 06/28/2023
Purchase of Common Stock 1,389,200 8.2786 06/29/2023

 

 

CUSIP No. 015857105

 

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Purchase of Cash-Settled Total Return Swap 35,500 8.4496 05/01/2023
Purchase of Cash-Settled Total Return Swap 71,000 8.4042 05/02/2023
Purchase of Cash-Settled Total Return Swap 71,000 8.6744 05/03/2023
Purchase of Common Stock 32,474 8.7164 05/03/2023
Purchase of Common Stock 96,314 8.7051 05/03/2023
Purchase of Common Stock 31,744 8.6267 05/03/2023
Purchase of Common Stock 1,349 8.6850 05/04/2023
Purchase of Common Stock 106,500 8.6525 05/04/2023
Purchase of Common Stock 7,384 8.6279 05/04/2023
Purchase of Common Stock 40,825 8.7999 05/05/2023
Purchase of Common Stock 3,067 8.8550 05/08/2023
Purchase of Common Stock 29,096 8.8376 05/08/2023
Purchase of Common Stock 14,200 8.8069 05/09/2023
Purchase of Common Stock 8,464 8.8782 05/09/2023
Purchase of Common Stock 56 8.9000 05/09/2023
Purchase of Common Stock 63,900 8.9054 05/10/2023
Purchase of Common Stock 53,250 8.4779 05/16/2023
Purchase of Common Stock 10,650 8.5468 05/17/2023
Purchase of Common Stock 53,250 8.5060 05/17/2023
Purchase of Common Stock 58,930 8.4397 05/18/2023
Purchase of Common Stock 35,500 8.4725 05/19/2023
Purchase of Common Stock 14,200 8.5332 05/22/2023
Purchase of Common Stock 35,500 8.5710 05/23/2023
Purchase of Common Stock 17,750 8.4831 05/24/2023
Purchase of Common Stock 53,250 8.5153 05/24/2023
Purchase of Common Stock 71,000 8.3579 05/25/2023
Purchase of Common Stock 40,825 8.2515 05/26/2023
Purchase of Common Stock 20,874 8.2412 05/26/2023
Purchase of Common Stock 46,150 8.2702 05/30/2023
Purchase of Common Stock 2,769 8.2962 05/30/2023
Purchase of Common Stock 24,850 8.2514 05/31/2023
Purchase of Common Stock 1,775 8.3970 05/31/2023
Purchase of Common Stock 18,801 8.5760 06/01/2023
Purchase of Common Stock 14,200 8.5796 06/01/2023
Purchase of Common Stock 71,000 8.5760 06/01/2023
Purchase of Common Stock 24,864 8.5305 06/01/2023
Purchase of Common Stock 71,000 8.4852 06/02/2023
Purchase of Common Stock 10,650 8.5998 06/05/2023
Purchase of Common Stock 10,721 8.6424 06/05/2023
Purchase of Common Stock 35,500 8.6108 06/06/2023
Purchase of Common Stock 59,569 8.6829 06/07/2023
Purchase of Common Stock 49,700 8.6597 06/08/2023
Purchase of Common Stock 71,000 8.6216 06/09/2023
Purchase of Common Stock 71,000 8.5928 06/12/2023
Purchase of Common Stock 92,300 8.4881 06/13/2023
Purchase of Common Stock 71,000 8.3640 06/14/2023
Purchase of Common Stock 106,500 8.2307 06/15/2023
Purchase of Common Stock 35,500 8.3974 06/16/2023
Purchase of Common Stock 49,700 8.4631 06/16/2023
Purchase of Common Stock 35,500 8.4373 06/20/2023
Purchase of Common Stock 96,585 8.5004 06/20/2023
Purchase of Common Stock 28,233 8.4941 06/20/2023
Purchase of Common Stock 35,500 8.4271 06/21/2023
Purchase of Common Stock 3,777 8.4388 06/21/2023
Purchase of Common Stock 106,500 8.4822 06/21/2023
Purchase of Common Stock 22,480 8.4162 06/21/2023
Purchase of Common Stock 9,243 8.4448 06/21/2023
Purchase of Common Stock 53,250 8.4204 06/22/2023
Purchase of Common Stock 124,250 8.3964 06/22/2023
Purchase of Common Stock 142,000 8.1060 06/23/2023
Purchase of Common Stock 152,650 8.2972 06/26/2023
Purchase of Common Stock 1,662 8.1057 06/26/2023
Purchase of Common Stock 27,093 8.3572 06/26/2023
Purchase of Common Stock 71,000 8.3259 06/26/2023
Purchase of Common Stock 71,000 8.2720 06/27/2023
Purchase of Common Stock 71,000 8.2740 06/28/2023
Purchase of Common Stock 599,400 8.2800 06/28/2023
Sale of Cash-Settled Total Return Swap (599,400) 8.2695 06/28/2023
Purchase of Common Stock 163,300 8.2786 06/29/2023

 

 

 

CUSIP No. 015857105

STARBOARD VALUE AND OPPORTUNITY C LP

 

Purchase of Cash-Settled Total Return Swap 27,500 8.4496 05/01/2023
Purchase of Cash-Settled Total Return Swap 55,000 8.4042 05/02/2023
Purchase of Cash-Settled Total Return Swap 55,000 8.6744 05/03/2023
Purchase of Common Stock 25,156 8.7164 05/03/2023
Purchase of Common Stock 74,609 8.7051 05/03/2023
Purchase of Common Stock 24,590 8.6267 05/03/2023
Purchase of Common Stock 1,045 8.6850 05/04/2023
Purchase of Common Stock 82,500 8.6525 05/04/2023
Purchase of Common Stock 5,720 8.6279 05/04/2023
Purchase of Common Stock 31,625 8.7999 05/05/2023
Purchase of Common Stock 2,376 8.8550 05/08/2023
Purchase of Common Stock 22,539 8.8376 05/08/2023
Purchase of Common Stock 11,000 8.8069 05/09/2023
Purchase of Common Stock 6,556 8.8782 05/09/2023
Purchase of Common Stock 44 8.9000 05/09/2023
Purchase of Common Stock 49,500 8.9054 05/10/2023
Purchase of Common Stock 41,250 8.4779 05/16/2023
Purchase of Common Stock 8,250 8.5468 05/17/2023
Purchase of Common Stock 41,250 8.5060 05/17/2023
Purchase of Common Stock 45,650 8.4397 05/18/2023
Purchase of Common Stock 27,500 8.4725 05/19/2023
Purchase of Common Stock 11,000 8.5332 05/22/2023
Purchase of Common Stock 27,500 8.5710 05/23/2023
Purchase of Common Stock 13,750 8.4831 05/24/2023
Purchase of Common Stock 41,250 8.5153 05/24/2023
Purchase of Common Stock 55,000 8.3579 05/25/2023
Purchase of Common Stock 31,625 8.2515 05/26/2023
Purchase of Common Stock 16,170 8.2412 05/26/2023
Purchase of Common Stock 35,750 8.2702 05/30/2023
Purchase of Common Stock 2,145 8.2962 05/30/2023
Purchase of Common Stock 19,250 8.2514 05/31/2023
Purchase of Common Stock 1,375 8.3970 05/31/2023
Purchase of Common Stock 14,564 8.5760 06/01/2023
Purchase of Common Stock 11,000 8.5796 06/01/2023
Purchase of Common Stock 55,000 8.5760 06/01/2023
Purchase of Common Stock 19,261 8.5305 06/01/2023
Purchase of Common Stock 55,000 8.4852 06/02/2023
Purchase of Common Stock 8,250 8.5998 06/05/2023
Purchase of Common Stock 8,305 8.6424 06/05/2023
Purchase of Common Stock 27,500 8.6108 06/06/2023
Purchase of Common Stock 46,145 8.6829 06/07/2023
Purchase of Common Stock 38,500 8.6597 06/08/2023
Purchase of Common Stock 55,000 8.6216 06/09/2023
Purchase of Common Stock 55,000 8.5928 06/12/2023
Purchase of Common Stock 71,500 8.4881 06/13/2023
Purchase of Common Stock 55,000 8.3640 06/14/2023
Purchase of Common Stock 82,500 8.2307 06/15/2023
Purchase of Common Stock 27,500 8.3974 06/16/2023
Purchase of Common Stock 38,500 8.4631 06/16/2023
Purchase of Common Stock 27,500 8.4373 06/20/2023
Purchase of Common Stock 74,820 8.5004 06/20/2023
Purchase of Common Stock 21,870 8.4941 06/20/2023
Purchase of Common Stock 27,500 8.4271 06/21/2023
Purchase of Common Stock 2,926 8.4388 06/21/2023
Purchase of Common Stock 82,500 8.4822 06/21/2023
Purchase of Common Stock 17,414 8.4162 06/21/2023
Purchase of Common Stock 7,160 8.4448 06/21/2023
Purchase of Common Stock 41,250 8.4204 06/22/2023
Purchase of Common Stock 96,250 8.3964 06/22/2023
Purchase of Common Stock 110,000 8.1060 06/23/2023
Purchase of Common Stock 118,250 8.2972 06/26/2023
Purchase of Common Stock 1,288 8.1057 06/26/2023
Purchase of Common Stock 20,987 8.3572 06/26/2023
Purchase of Common Stock 55,000 8.3259 06/26/2023
Purchase of Common Stock 55,000 8.2720 06/27/2023
Purchase of Common Stock 55,000 8.2740 06/28/2023
Purchase of Common Stock 460,550 8.2800 06/28/2023
Sale of Cash-Settled Total Return Swap (460,550) 8.2695 06/28/2023
Purchase of Common Stock 126,500 8.2786 06/29/2023

 

 

 

CUSIP No. 015857105

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Purchase of Cash-Settled Total Return Swap 15,500 8.4496 05/01/2023
Purchase of Cash-Settled Total Return Swap 31,000 8.4042 05/02/2023
Purchase of Cash-Settled Total Return Swap 31,000 8.6744 05/03/2023
Purchase of Common Stock 14,179 8.7164 05/03/2023
Purchase of Common Stock 42,052 8.7051 05/03/2023
Purchase of Common Stock 13,860 8.6267 05/03/2023
Purchase of Common Stock 589 8.6850 05/04/2023
Purchase of Common Stock 46,500 8.6525 05/04/2023
Purchase of Common Stock 3,224 8.6279 05/04/2023
Purchase of Common Stock 17,825 8.7999 05/05/2023
Purchase of Common Stock 1,339 8.8550 05/08/2023
Purchase of Common Stock 12,704 8.8376 05/08/2023
Purchase of Common Stock 6,200 8.8069 05/09/2023
Purchase of Common Stock 3,695 8.8782 05/09/2023
Purchase of Common Stock 25 8.9000 05/09/2023
Purchase of Common Stock 27,900 8.9054 05/10/2023
Purchase of Common Stock 23,250 8.4779 05/16/2023
Purchase of Common Stock 4,650 8.5468 05/17/2023
Purchase of Common Stock 23,250 8.5060 05/17/2023
Purchase of Common Stock 25,730 8.4397 05/18/2023
Purchase of Common Stock 15,500 8.4725 05/19/2023
Purchase of Common Stock 6,200 8.5332 05/22/2023
Purchase of Common Stock 15,500 8.5710 05/23/2023
Purchase of Common Stock 7,750 8.4831 05/24/2023
Purchase of Common Stock 23,250 8.5153 05/24/2023
Purchase of Common Stock 31,000 8.3579 05/25/2023
Purchase of Common Stock 17,825 8.2515 05/26/2023
Purchase of Common Stock 9,114 8.2412 05/26/2023
Purchase of Common Stock 20,150 8.2702 05/30/2023
Purchase of Common Stock 1,209 8.2962 05/30/2023
Purchase of Common Stock 10,850 8.2514 05/31/2023
Purchase of Common Stock 775 8.3970 05/31/2023
Purchase of Common Stock 8,209 8.5760 06/01/2023
Purchase of Common Stock 6,200 8.5796 06/01/2023
Purchase of Common Stock 31,000 8.5760 06/01/2023
Purchase of Common Stock 10,856 8.5305 06/01/2023
Purchase of Common Stock 31,000 8.4852 06/02/2023
Purchase of Common Stock 4,650 8.5998 06/05/2023
Purchase of Common Stock 4,681 8.6424 06/05/2023
Purchase of Common Stock 15,500 8.6108 06/06/2023
Purchase of Common Stock 26,009 8.6829 06/07/2023
Purchase of Common Stock 21,700 8.6597 06/08/2023
Purchase of Common Stock 31,000 8.6216 06/09/2023
Purchase of Common Stock 31,000 8.5928 06/12/2023
Purchase of Common Stock 40,300 8.4881 06/13/2023
Purchase of Common Stock 31,000 8.3640 06/14/2023
Purchase of Common Stock 46,500 8.2307 06/15/2023
Purchase of Common Stock 15,500 8.3974 06/16/2023
Purchase of Common Stock 21,700 8.4631 06/16/2023
Purchase of Common Stock 15,500 8.4373 06/20/2023
Purchase of Common Stock 42,171 8.5004 06/20/2023
Purchase of Common Stock 12,327 8.4941 06/20/2023
Purchase of Common Stock 15,500 8.4271 06/21/2023
Purchase of Common Stock 1,649 8.4388 06/21/2023
Purchase of Common Stock 46,500 8.4822 06/21/2023
Purchase of Common Stock 9,815 8.4162 06/21/2023
Purchase of Common Stock 4,036 8.4448 06/21/2023
Purchase of Common Stock 23,250 8.4204 06/22/2023
Purchase of Common Stock 54,250 8.3964 06/22/2023
Purchase of Common Stock 62,000 8.1060 06/23/2023
Purchase of Common Stock 66,650 8.2972 06/26/2023
Purchase of Common Stock 726 8.1057 06/26/2023
Purchase of Common Stock 11,829 8.3572 06/26/2023
Purchase of Common Stock 31,000 8.3259 06/26/2023
Purchase of Common Stock 31,000 8.2720 06/27/2023
Purchase of Common Stock 31,000 8.2740 06/28/2023
Purchase of Common Stock 258,950 8.2800 06/28/2023
Sale of Cash-Settled Total Return Swap (258,950) 8.2695 06/28/2023
Purchase of Common Stock 71,300 8.2786 06/29/2023

 

 

 

CUSIP No. 015857105

 

STARBOARD X MASTER FUND LTD*

 

Purchase of Cash-Settled Total Return Swap 68,500 8.4496 05/01/2023
Purchase of Cash-Settled Total Return Swap 137,000 8.4042 05/02/2023
Purchase of Cash-Settled Total Return Swap 137,000 8.6744 05/03/2023
Sale of Cash-Settled Total Return Swap (1,158,150) 8.2467 06/29/2023

 

 

STARBOARD X MASTER FUND II LP

 

Purchase of Common Stock 62,661 8.7164 05/03/2023
Purchase of Common Stock 185,844 8.7051 05/03/2023
Purchase of Common Stock 61,252 8.6267 05/03/2023
Purchase of Common Stock 2,603 8.6850 05/04/2023
Purchase of Common Stock 205,500 8.6525 05/04/2023
Purchase of Common Stock 14,248 8.6279 05/04/2023
Purchase of Common Stock 78,775 8.7999 05/05/2023
Purchase of Common Stock 5,919 8.8550 05/08/2023
Purchase of Common Stock 56,142 8.8376 05/08/2023
Purchase of Common Stock 27,400 8.8069 05/09/2023
Purchase of Common Stock 16,331 8.8782 05/09/2023
Purchase of Common Stock 109 8.9000 05/09/2023
Purchase of Common Stock 123,300 8.9054 05/10/2023
Purchase of Common Stock 102,750 8.4779 05/16/2023
Purchase of Common Stock 20,550 8.5468 05/17/2023
Purchase of Common Stock 102,750 8.5060 05/17/2023
Purchase of Common Stock 113,710 8.4397 05/18/2023
Purchase of Common Stock 68,500 8.4725 05/19/2023
Purchase of Common Stock 27,400 8.5332 05/22/2023
Purchase of Common Stock 68,500 8.5710 05/23/2023
Purchase of Common Stock 34,250 8.4831 05/24/2023
Purchase of Common Stock 102,750 8.5153 05/24/2023
Purchase of Common Stock 137,000 8.3579 05/25/2023
Purchase of Common Stock 78,775 8.2515 05/26/2023
Purchase of Common Stock 40,278 8.2412 05/26/2023
Purchase of Common Stock 89,050 8.2702 05/30/2023
Purchase of Common Stock 5,343 8.2962 05/30/2023
Purchase of Common Stock 47,950 8.2514 05/31/2023
Purchase of Common Stock 3,425 8.3970 05/31/2023
Purchase of Common Stock 36,013 8.5760 06/01/2023
Purchase of Common Stock 27,200 8.5796 06/01/2023
Purchase of Common Stock 136,000 8.5760 06/01/2023
Purchase of Common Stock 47,627 8.5305 06/01/2023
Purchase of Common Stock 136,000 8.4852 06/02/2023
Purchase of Common Stock 20,400 8.5998 06/05/2023
Purchase of Common Stock 20,536 8.6424 06/05/2023
Purchase of Common Stock 68,000 8.6108 06/06/2023
Purchase of Common Stock 114,104 8.6829 06/07/2023
Purchase of Common Stock 95,200 8.6597 06/08/2023
Purchase of Common Stock 136,000 8.6216 06/09/2023
Purchase of Common Stock 136,000 8.5928 06/12/2023
Purchase of Common Stock 176,800 8.4881 06/13/2023
Purchase of Common Stock 136,000 8.3640 06/14/2023
Purchase of Common Stock 204,000 8.2307 06/15/2023
Purchase of Common Stock 68,000 8.3974 06/16/2023
Purchase of Common Stock 95,200 8.4631 06/16/2023
Purchase of Common Stock 68,000 8.4373 06/20/2023
Purchase of Common Stock 185,008 8.5004 06/20/2023
Purchase of Common Stock 54,080 8.4941 06/20/2023
Purchase of Common Stock 68,000 8.4271 06/21/2023
Purchase of Common Stock 7,235 8.4388 06/21/2023
Purchase of Common Stock 204,000 8.4822 06/21/2023
Purchase of Common Stock 43,061 8.4162 06/21/2023
Purchase of Common Stock 17,704 8.4448 06/21/2023
Purchase of Common Stock 102,000 8.4204 06/22/2023
Purchase of Common Stock 238,000 8.3964 06/22/2023
Purchase of Common Stock 272,000 8.1060 06/23/2023
Purchase of Common Stock 292,400 8.2972 06/26/2023
Purchase of Common Stock 3,185 8.1057 06/26/2023
Purchase of Common Stock 51,895 8.3572 06/26/2023
Purchase of Common Stock 136,000 8.3259 06/26/2023
Purchase of Common Stock 136,000 8.2720 06/27/2023
Purchase of Common Stock 136,000 8.2740 06/28/2023
Purchase of Common Stock 312,800 8.2786 06/29/2023
Purchase of Common Stock 1,158,150 8.2560 06/29/2023

 

 

CUSIP No. 015857105

 

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Purchase of Cash-Settled Total Return Swap 52,000 8.4496 05/01/2023
Purchase of Cash-Settled Total Return Swap 104,000 8.4042 05/02/2023
Purchase of Cash-Settled Total Return Swap 104,000 8.6744 05/03/2023
Purchase of Common Stock 47,567 8.7164 05/03/2023
Purchase of Common Stock 141,079 8.7051 05/03/2023
Purchase of Common Stock 46,498 8.6267 05/03/2023
Purchase of Common Stock 1,976 8.6850 05/04/2023
Purchase of Common Stock 156,000 8.6525 05/04/2023
Purchase of Common Stock 10,816 8.6279 05/04/2023
Purchase of Common Stock 59,800 8.7999 05/05/2023
Purchase of Common Stock 4,493 8.8550 05/08/2023
Purchase of Common Stock 42,619 8.8376 05/08/2023
Purchase of Common Stock 20,800 8.8069 05/09/2023
Purchase of Common Stock 12,397 8.8782 05/09/2023
Purchase of Common Stock 83 8.9000 05/09/2023
Purchase of Common Stock 93,600 8.9054 05/10/2023
Purchase of Common Stock 78,000 8.4779 05/16/2023
Purchase of Common Stock 15,600 8.5468 05/17/2023
Purchase of Common Stock 78,000 8.5060 05/17/2023
Purchase of Common Stock 86,320 8.4397 05/18/2023
Purchase of Common Stock 52,000 8.4725 05/19/2023
Purchase of Common Stock 20,800 8.5332 05/22/2023
Purchase of Common Stock 52,000 8.5710 05/23/2023
Purchase of Common Stock 26,000 8.4831 05/24/2023
Purchase of Common Stock 78,000 8.5153 05/24/2023
Purchase of Common Stock 104,000 8.3579 05/25/2023
Purchase of Common Stock 59,800 8.2515 05/26/2023
Purchase of Common Stock 30,576 8.2412 05/26/2023
Purchase of Common Stock 67,600 8.2702 05/30/2023
Purchase of Common Stock 4,056 8.2962 05/30/2023
Purchase of Common Stock 36,400 8.2514 05/31/2023
Purchase of Common Stock 2,600 8.3970 05/31/2023
Purchase of Common Stock 27,275 8.5760 06/01/2023
Purchase of Common Stock 20,600 8.5796 06/01/2023
Purchase of Common Stock 103,000 8.5760 06/01/2023
Purchase of Common Stock 36,070 8.5305 06/01/2023
Purchase of Common Stock 103,000 8.4852 06/02/2023
Purchase of Common Stock 15,450 8.5998 06/05/2023
Purchase of Common Stock 15,553 8.6424 06/05/2023
Purchase of Common Stock 51,500 8.6108 06/06/2023
Purchase of Common Stock 86,417 8.6829 06/07/2023
Purchase of Common Stock 72,100 8.6597 06/08/2023
Purchase of Common Stock 103,000 8.6216 06/09/2023
Purchase of Common Stock 103,000 8.5928 06/12/2023
Purchase of Common Stock 133,900 8.4881 06/13/2023
Purchase of Common Stock 103,000 8.3640 06/14/2023
Purchase of Common Stock 154,500 8.2307 06/15/2023
Purchase of Common Stock 51,500 8.3974 06/16/2023
Purchase of Common Stock 72,100 8.4631 06/16/2023
Purchase of Common Stock 51,500 8.4373 06/20/2023
Purchase of Common Stock 140,116 8.5004 06/20/2023
Purchase of Common Stock 40,958 8.4941 06/20/2023
Purchase of Common Stock 51,500 8.4271 06/21/2023
Purchase of Common Stock 5,480 8.4388 06/21/2023
Purchase of Common Stock 154,500 8.4822 06/21/2023
Purchase of Common Stock 32,612 8.4162 06/21/2023
Purchase of Common Stock 13,408 8.4448 06/21/2023
Purchase of Common Stock 77,250 8.4204 06/22/2023
Purchase of Common Stock 180,250 8.3964 06/22/2023
Purchase of Common Stock 206,000 8.1060 06/23/2023
Purchase of Common Stock 221,450 8.2972 06/26/2023
Purchase of Common Stock 2,412 8.1057 06/26/2023
Purchase of Common Stock 39,303 8.3572 06/26/2023
Purchase of Common Stock 103,000 8.3259 06/26/2023
Purchase of Common Stock 103,000 8.2720 06/27/2023
Purchase of Common Stock 103,000 8.2740 06/28/2023
Purchase of Common Stock 873,600 8.2800 06/28/2023
Sale of Cash-Settled Total Return Swap (873,600) 8.2695 06/28/2023
Purchase of Common Stock 236,900 8.2786 06/29/2023

 

 

________________________

* Affiliates of Starboard Value LP that do not beneficially own any securities of the Issuer.

  

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Shares, no par value, of Algonquin Power & Utilities Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Dated: June 30, 2023

Starboard Value and Opportunity Master Fund III LP

By: Starboard Value A LP,

its general partner

 

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

 

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value R LP,

its general partner

 

Starboard X Master Fund II LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

By: Starboard Value L LP,

its general partner

 

  

STARBOARD VALUE L LP

By: Starboard Value R GP LLC,

its general partner

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

STARBOARD VALUE A GP LLC

 

STARBOARD VALUE R GP LLC

 

 
 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 
 

/s/ Jeffrey C. Smith

JEFFREY C. SMITH
Individually and as attorney-in-fact for Peter A. Feld

 

Exhibit 99.2

POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund III LP, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard X Master Fund II LP, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

Date: June 30, 2023  
   
   

/s/ Jeffrey C. Smith

  
Jeffrey C. Smith  

 

 

/s/ Peter A. Feld

  
Peter A. Feld  
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