Item 1. Security and Issuer
This Amendment No. 7 (this
Amendment No.
7
) to the Schedule 13D initially filed on March 9,
2018 (the
Original Schedule 13D
), as amended by Amendment No. 1 filed on April 27, 2018, as amended by Amendment No. 2 filed on November 21, 2018, as amended by Amendment No. 3 filed on November 27,
2018, as amended by Amendment No. 4 filed on February 15, 2019, as amended by Amendment No. 5 filed on May 13, 2019, as amended by Amendment No. 6 filed on May 24, 2019, with the Securities and Exchange Commission on
behalf of Algonquin Power & Utilities, Corp. (
Algonquin
), Algonquin (AY Holdco) B.V. (
AY Holdco
), and AAGES (AY Holdings) B.V. (
AY Holdings
) (collectively, the
Reporting
Persons
), relates to the ordinary shares, nominal value of $0.10 per share (
Ordinary Shares
), of Atlantica Yield plc (the
Issuer
), a public limited company incorporated under the laws of England and
Wales, as described herein in more detail. The Issuers principal executive offices are located at Great West House, GW1, 17
th
Floor, Great West Road, Brentford, United Kingdom TW8 9DF.
Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Original Schedule 13D.
Item 3. Source of Funds
Item 3 is hereby
amended to include the following:
Algonquin, through one of its affiliates, has drawn from the Corporations Credit Facility to fund
the purchase of the Ordinary Shares described in Item 4 of this Amendment No. 7.
Item 4. Purpose of Transaction
Item 4 is hereby amended to include the following:
On May 31, 2019, AY Holdings entered into an accelerated share purchase transaction (the
Purchase Agreement
) with
Morgan Stanley & Co. LLC (
Morgan Stanley
), pursuant to which on the same date Morgan Stanley delivered 2,000,000 Ordinary Shares to AY Holdings for a prepayment amount of $53,750,000. Within the next six months, AY
Holdings and Morgan Stanley will settle any additional amount owed under the Purchase Agreement in cash or Ordinary Shares.
Item 5. Interest
in Securities of the Issuer
Item 5 is hereby amended to include the following:
(a), (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of Amendment No. 7 to the Schedule 13D,
as of the close of business on May 31, 2019, are incorporated herein by reference. After giving effect to the purchase described in Item 4 of this Amendment No. 7, as of the close of business on May 31, 2019, AY Holdings is the direct
beneficial owner of 44,942,065 Ordinary Shares, representing approximately 44.2% of the issued and outstanding Ordinary Shares. Algonquin and AY Holdco, through their ownership of AY Holdings, may be deemed to share voting and dispositive power over
the Ordinary Shares beneficially owned by AY Holdings.
(c) Except as disclosed in Item 4 of this Amendment No. 7, which is
incorporated herein by reference, since the filing of Amendment No. 6 to the Schedule 13D, no Reporting Person has effected any transactions in the Ordinary Shares, and to the Reporting Persons knowledge, none of the directors or
executive officers of the Reporting Persons listed on Schedule A to Amendment No. 5 of the Schedule 13D filed on May 13, 2019 effected any transactions in the Ordinary Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended to include the following:
Accelerated Share Purchase Transaction
The disclosure in Item 4 of this Amendment No. 7 is incorporated by reference.
5