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. 2)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)
July 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).
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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52,346,000 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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52,346,000 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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52,346,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.6% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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- 0 - |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND III LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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31,548,450 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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31,548,450 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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31,548,450 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.6% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY S LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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3,720,500 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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3,720,500 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,720,500 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE AND OPPORTUNITY C LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,877,580 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,877,580 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,877,580 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD X MASTER FUND II LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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7,162,546 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
|
SOLE DISPOSITIVE POWER |
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7,162,546 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,162,546 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.0% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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STARBOARD VALUE A LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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|
OO |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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|
|
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|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
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|
|
|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
31,548,450 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
31,548,450 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
31,548,450 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
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PN |
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1 |
|
NAME OF REPORTING PERSON |
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|
STARBOARD VALUE A GP LLC |
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
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3 |
|
SEC USE ONLY |
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|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
31,548,450 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
31,548,450 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
31,548,450 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
10,040,126 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
10,040,126 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
10,040,126 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
1.5% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
1,621,275 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,621,275 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,621,275 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
1,621,275 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,621,275 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,621,275 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
11,661,401 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
11,661,401 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
11,661,401 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
52,346,000 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
52,346,000 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
52,346,000 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
7.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
52,346,000 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
52,346,000 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
52,346,000 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
7.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
52,346,000 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
52,346,000 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
52,346,000 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
7.6% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
|
|
|
|
|
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1 |
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NAME OF REPORTING PERSON |
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JEFFREY C. SMITH |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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52,346,000 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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52,346,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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52,346,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.6% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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PETER A. FELD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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 |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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52,346,000 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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52,346,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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52,346,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.6% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
to add the following:
In connection with Starboard
V&O Fund’s exercise of certain forward purchase contracts as more fully described in Item 6 below, Starboard V&O Fund no
longer beneficially owns any Shares and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 2 to the
Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the
Joint Filing Agreement defined and described in Item 6 below.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
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 the 31,548,450 Shares beneficially owned by Starboard V&O III Fund is approximately $262,371,058, excluding brokerage commissions.
The aggregate purchase price of the 3,720,500 Shares beneficially owned by Starboard S LLC is approximately $31,342,835, excluding brokerage
commissions. The aggregate purchase price of the 2,877,580 Shares beneficially owned by Starboard C LP is approximately $24,242,418, excluding
brokerage commissions. The aggregate purchase price of the 1,621,275 Shares beneficially owned by Starboard L Master is approximately
$13,658,661, excluding brokerage commissions. The aggregate purchase price of the 7,162,546 Shares beneficially owned by Starboard X Master
II is approximately $60,310,819, excluding brokerage commissions. The aggregate purchase price of the 5,415,649 Shares held in the Starboard
Value LP Account is approximately $45,624,616, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are
hereby amended and restated to read as follows:
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) | As of the close of business on July 24, 2023, Starboard V&O Fund did not beneficially own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in securities of the Issuer by Starboard V&O Fund since the filing of Amendment No.
1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 24, 2023, Starboard V&O III Fund beneficially owned 31,548,450
Shares. |
Percentage: Approximately
4.6%
| (b) | 1. Sole power to vote or direct vote: 31,548,450
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 31,548,450
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in securities of the Issuer by Starboard V&O III Fund since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 24, 2023, Starboard S LLC beneficially owned 3,720,500 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 3,720,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,720,500
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in securities of the Issuer by Starboard S LLC since the filing of Amendment No. 1 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 24, 2023, Starboard C LP beneficially owned 2,877,580 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,877,580
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,877,580
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in securities of the Issuer by Starboard C LP since the filing of Amendment No. 1 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 24, 2023, Starboard X Master II beneficially owned 7,162,546 Shares. |
Percentage: Approximately
1.0%
| (b) | 1. Sole power to vote or direct vote: 7,162,546
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 7,162,546
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in securities of the Issuer by Starboard X Master II since the filing of Amendment No.
1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard A LP, as the general partner of Starboard V&O III Fund, may be deemed the beneficial owner
of the 31,548,450 Shares owned by Starboard V&O III Fund. |
Percentage: Approximately
4.6%
| (b) | 1. Sole power to vote or direct vote: 31,548,450
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 31,548,450
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 since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Starboard V&O III Fund since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 31,548,450
Shares owned by Starboard V&O III Fund. |
Percentage: Approximately
4.6%
| (b) | 1. Sole power to vote or direct vote: 31,548,450
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 31,548,450
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 since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Starboard V&O III Fund since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (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) 2,877,580 Shares owned by Starboard C LP and (ii) 7,162,546 Shares owned by Starboard X Master II. |
Percentage: Approximately
1.5%
| (b) | 1. Sole power to vote or direct vote: 10,040,126
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,040,126
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 since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of each of Starboard C LP and Starboard X Master II
since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on July 24, 2023, Starboard L Master beneficially owned 1,621,275 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,621,275
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,621,275
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in securities of the Issuer by Starboard L Master since the filing of Amendment No. 1
to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the
1,621,275 Shares owned by Starboard L Master. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 1,621,275
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,621,275
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 since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of Starboard L Master since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (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) 2,877,580 Shares owned by Starboard C LP, (ii) 7,162,546 Shares owned by Starboard X Master II and (iii) 1,621,275 Shares
owned by Starboard L Master. |
Percentage: Approximately
1.7%
| (b) | 1. Sole power to vote or direct vote: 11,661,401
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,661,401
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 since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in securities of the Issuer on behalf of each of Starboard C LP, Starboard X Master II and
Starboard L Master since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by
reference. |
| (a) | As of the close of business on July 24, 2023, 5,415,649 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) 31,548,450 Shares
owned by Starboard V&O III Fund, (ii) 3,720,500 Shares owned by Starboard S LLC, (iii) 2,877,580 Shares owned by Starboard C LP, (iv)
1,621,275 Shares owned by Starboard L Master, (v) 7,162,546 Shares owned by Starboard X Master II and (vi) 5,415,649 Shares held in the
Starboard Value LP Account. |
Percentage: Approximately
7.6%
| (b) | 1. Sole power to vote or direct vote: 52,346,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 52,346,000
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 Fund, Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard
X Master II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of
the (i) 31,548,450 Shares owned by Starboard V&O III Fund, (ii) 3,720,500 Shares owned by Starboard S LLC, (iii) 2,877,580 Shares
owned by Starboard C LP, (iv) 1,621,275 Shares owned by Starboard L Master, (v) 7,162,546 Shares owned by Starboard X Master II and (vi)
5,415,649 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 7.6%
| (b) | 1. Sole power to vote or direct vote: 52,346,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 52,346,000
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 since the filing
of Amendment No. 1 to the Schedule 13D. 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 Fund, Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master
and Starboard X Master II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein
by reference. |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 31,548,450
Shares owned by Starboard V&O III Fund, (ii) 3,720,500 Shares owned by Starboard S LLC, (iii) 2,877,580 Shares owned by Starboard
C LP, (iv) 1,621,275 Shares owned by Starboard L Master, (v) 7,162,546 Shares owned by Starboard X Master II and (vi) 5,415,649 Shares
held in the Starboard Value LP Account. |
Percentage: Approximately
7.6%
| (b) | 1. Sole power to vote or direct vote: 52,346,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 52,346,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in securities of the Issuer since the filing of Amendment
No. 1 to the Schedule 13D. 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 Fund, Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard
X Master II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 31,548,450
Shares owned by Starboard V&O III Fund, (ii) 3,720,500 Shares owned by Starboard S LLC, (iii) 2,877,580 Shares owned by Starboard
C LP, (iv) 1,621,275 Shares owned by Starboard L Master, (v) 7,162,546 Shares owned by Starboard X Master II and (vi) 5,415,649 Shares
held in the Starboard Value LP Account. |
Percentage: Approximately
7.6%
| (b) | 1. Sole power to vote or direct vote: 52,346,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 52,346,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in securities of the Issuer since the filing of Amendment
No. 1 to the Schedule 13D. 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 Fund, Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard
X Master II since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (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) 31,548,450
Shares owned by Starboard V&O III Fund, (ii) 3,720,500 Shares owned by Starboard S LLC, (iii) 2,877,580 Shares owned by Starboard
C LP, (iv) 1,621,275 Shares owned by Starboard L Master, (v) 7,162,546 Shares owned by Starboard X Master II and (vi) 5,415,649 Shares
held in the Starboard Value LP Account. |
Percentage: Approximately
7.6%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 52,346,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 52,346,000 |
| (c) | None of Messrs. Smith or Feld has entered into any transactions in securities of the Issuer since the
filing of Amendment No. 1 to the Schedule 13D. 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 Fund, Starboard V&O III Fund, Starboard S LLC, Starboard C LP, Starboard
L Master and Starboard X Master II since the filing of Amendment No. 1 to the Schedule 13D 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.
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.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
As previously disclosed,
Starboard V&O Fund entered into certain cash-settled total return swap agreements with Bank of America (“BA”) as the counterparty
(the “Swap Agreements”), which provided Starboard V&O Fund with economic results that were comparable to the economic
results of ownership but did not provide Starboard V&O Fund with the power to vote or direct the voting or dispose of or direct the
disposition of the notional Shares that were the subject of the Swap Agreements. Starboard V&O Fund has exited its swap position and
is no longer a party to the Swap Agreements.
As previously disclosed,
Starboard V&O Fund entered into forward purchase contracts with BA as the counterparty providing for the purchase of an aggregate
of 550,000 Shares (each a “BA Forward Contract”). Each of the BA Forward Contracts has a final valuation date of September
9, 2024, however, Starboard V&O Fund had the ability to elect early settlement after serving notice to the counterparty of such intention
at least two scheduled trading days in advance of the desired early final valuation date. On July 20, 2023, Starboard V&O Fund exercised
the BA Forward Contracts and in connection with such exercise Starboard V&O III Fund acquired 550,000 Shares. Accordingly, Starboard
V&O Fund is no longer a party to the BA Forward Contracts.
On July 24, 2023, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment
No. 2 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.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibit:
| 99.1 | Joint 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
July 24, 2023. |
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: July 24, 2023
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
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 |
SCHEDULE A
Transactions in Securities of the Issuer
Since the Filing of Amendment No. 1 to the Schedule 13D
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND LTD
Sale of Cash-Settled Total Return Swap |
(1,500,000) |
8.0199 |
07/18/2023 |
Sale of Cash-Settled Total Return Swap |
(4,000,000) |
8.3208 |
07/19/2023 |
Exercise of Forward Contract |
(550,000) |
8.4466 |
07/20/2023 |
Sale of Cash-Settled Total Return Swap |
(4,000,000) |
8.3279 |
07/20/2023 |
Sale of Cash-Settled Total Return Swap |
(4,000,000) |
8.3811 |
07/21/2023 |
Sale of Cash-Settled Total Return Swap |
(3,774,350) |
8.2863 |
07/24/2023 |
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND III LP
Purchase of Common Stock |
58,600 |
7.8985 |
07/07/2023 |
Purchase of Common Stock |
29,300 |
7.7084 |
07/10/2023 |
Purchase of Common Stock |
19,338 |
7.6559 |
07/11/2023 |
Purchase of Common Stock |
1,500,000 |
8.0257 |
07/18/2023 |
Purchase of Common Stock |
2,000,000 |
8.3337 |
07/19/2023 |
Purchase of Common Stock |
2,000,000 |
8.3313 |
07/19/2023 |
Acquisition of Common Stock1 |
550,000 |
8.4691 |
07/20/2023 |
Purchase of Common Stock |
1,000,000 |
8.3413 |
07/20/2023 |
Purchase of Common Stock |
2,000,000 |
8.3383 |
07/20/2023 |
Purchase of Common Stock |
1,000,000 |
8.3393 |
07/20/2023 |
Purchase of Common Stock |
2,000,000 |
8.3937 |
07/21/2023 |
Purchase of Common Stock |
1,000,000 |
8.3973 |
07/21/2023 |
Purchase of Common Stock |
1,000,000 |
8.3931 |
07/21/2023 |
Purchase of Common Stock |
1,000,000 |
8.2998 |
07/24/2023 |
Purchase of Common Stock |
1,000,000 |
8.2960 |
07/24/2023 |
Purchase of Common Stock |
1,000,000 |
8.3002 |
07/24/2023 |
Purchase of Common Stock |
774,350 |
8.3001 |
07/24/2023 |
STARBOARD VALUE AND OPPORTUNITY S LLC
Purchase of Common Stock |
7,200 |
7.8985 |
07/07/2023 |
Purchase of Common Stock |
3,600 |
7.7084 |
07/10/2023 |
Purchase of Common Stock |
2,376 |
7.6559 |
07/11/2023 |
STARBOARD VALUE AND OPPORTUNITY C LP
Purchase of Common Stock |
5,500 |
7.8985 |
07/07/2023 |
Purchase of Common Stock |
2,750 |
7.7084 |
07/10/2023 |
Purchase of Common Stock |
1,815 |
7.6559 |
07/11/2023 |
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND L LP
Purchase of Common Stock |
3,100 |
7.8985 |
07/07/2023 |
Purchase of Common Stock |
1,550 |
7.7084 |
07/10/2023 |
Purchase of Common Stock |
1,023 |
7.6559 |
07/11/2023 |
STARBOARD X MASTER FUND II LP
Purchase of Common Stock |
15,100 |
7.8985 |
07/07/2023 |
Purchase of Common Stock |
7,550 |
7.7084 |
07/10/2023 |
Purchase of Common Stock |
4,983 |
7.6559 |
07/11/2023 |
STARBOARD VALUE LP
(Through the Starboard Value LP Account)
Purchase of Common Stock |
10,500 |
7.8985 |
07/07/2023 |
Purchase of Common Stock |
5,250 |
7.7084 |
07/10/2023 |
Purchase of Common Stock |
3,465 |
7.6559 |
07/11/2023 |
___________________________
1 Represent Shares acquired by
Starboard Value and Opportunity Master Fund III LP in connection with the exercise of forward contracts by Starboard Value and Opportunity
Master Fund Ltd.
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: July 24, 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 |
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