Algonquin Power & Utilities Corp 6-K, filed Jun 10, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

Date: June 2020

Commission File Number: 001-37946

Algonquin Power & Utilities Corp.

(Translation of registrant’s name into English)

354 Davis Road

Oakville, Ontario, L6J 2X1, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INCORPORATION BY REFERENCE

This Report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-10, File No. 333-236975.

EXPLANATORY NOTE

On June 9, 2020, Algonquin Power & Utilities Corp. (the “Company”) entered into an Amendment No. 1 to the Equity Distribution Agreement (the “Agreement”), dated May 15, 2020, with certain agents named therein (the “Agents”).  The information in this report is qualified by reference to the full text of the Agreement, a copy of which is filed as Exhibit 99.1 to this Report on Form 6-K.

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

ALGONQUIN POWER & UTILITIES CORP.

AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT

June 9, 2020

Dear Sirs and Mesdames:

Algonquin Power & Utilities Corp. (the "Corporation"), a corporation incorporated under the Canada Business Corporations Act, entered into an equity distribution agreement dated May 15, 2020 (the "EDA") with RBC Dominion Securities Inc., J.P. Morgan Securities Canada Inc., Merrill Lynch Canada Inc., Scotia Capital Inc. and TD Securities Inc. (collectively, the "Canadian Agents") and RBC Capital Markets, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Scotia Capital (USA) Inc. and TD Securities (USA) LLC (collectively, the "U.S. Agents", and together with the Canadian Agents, the "Agents") to issue and sell common shares of the Corporation (the "Common Shares") upon the terms and conditions as set forth therein. All capitalized terms not otherwise defined herein shall have the meaning given thereto in the EDA.

1.          Amendment. The Corporation and the Agents agree to amend the EDA by deleting Section 4.2 thereof. In connection with this Amendment, the Agents hereby waive the obligation of the Corporation to deliver the certificate contemplated by Section 9.1(n)(i) of the EDA and all related obligations, including for greater certainty, the obligations under Sections 9.1(o) through 9.1(q) (other than Section 9.1(o)(C)), until the next subsequent Representation Date. Except as expressly modified by this Amendment, the EDA shall continue to be in full force and effect in accordance with its terms.

2.          Governing Law. This Agreement and any claim, controversy or dispute relative to or arising out of this Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

3.          Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

4.          Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Amendment.

5.          Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by email transmission. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

If the foregoing accurately reflects your understanding and agreement with respect to the matters described herein please indicate your agreement by countersigning this Amendment in the space provided below.

Very truly yours,

The foregoing agreement is hereby accepted and agreed to as of the date first written above.