UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ALGONQUIN POWER & UTILITIES CORP.

(Exact name of registrant as specified in its charter)

Ontario, Canada (State or other jurisdiction of incorporation or organization)	N/A (I.R.S. Employer Identification No.)

354 Davis Road Oakville, Ontario, Canada (Address of Principal Executive Offices)	L6J 2X1 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered

6.20% Fixed-to-Floating Subordinated Notes – Series 2019-A due July 1, 2079		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number
to which this form relates (if applicable):
333-227245

Securities to be registered pursuant to Section 12(g) of the Act:
None

(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Algonquin Power & Utilities Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated May 16, 2019 (the “Prospectus Supplement”) to a short-form base shelf prospectus dated September 18, 2018 (the “Prospectus”), relating to securities to be registered hereunder included in the Company’s shelf Registration Statement on Form F-10 (File No. 333-227245), which became automatically effective on September 20, 2018.

Item 1. Description of Registrant’s Securities to be Registered.

The Company on this registration statement registers hereunder $350,000,000 in aggregate principal amount of the Company’s 6.20% Fixed-to-Floating Subordinated Notes – Series 2019-A due July 1, 2079 (the “Notes”). For a description of the securities to be registered hereunder, reference is made to the information under the headings “Description of Debt Securities” and “Description of Equity Securities” of the Prospectus dated September 18, 2018, as supplemented by the information under the headings “Description of the Notes” and “Description of the Conversion Preferred Shares” in the Company’s related Prospectus Supplement, dated May 16, 2019, filed by the Company with the SEC on May 21, 2019. Such information is incorporated herein by reference and made a part of this registration statement in its entirety.

Item 2. Exhibits.

Exhibit		Description
3.1		Restated Articles of Algonquin Power & Utilities Corp., as amended (incorporated by reference to Exhibit 3.1 to the Form 8-A filed by Algonquin Power & Utilities Corp. on October 18, 2018).

3.2		By-Law No. 4 of Algonquin Power & Utilities Corp. (incorporated by reference to Exhibit 3.2 to the Form 8-A filed by Algonquin Power & Utilities Corp. on October 18, 2018).

3.3		By-Law No. 5 of Algonquin Power & Utilities Corp., dated February 28, 2019 (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by Algonquin Power & Utilities Corp. on February 28, 2019).

4.1		Indenture dated October 17, 2018, by and among Algonquin Power & Utilities Corp., American Stock Transfer Trust Company, LLC, as the U.S. Trustee, and AST Trust Company (Canada), as the Canadian Co-Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-A filed by Algonquin Power & Utilities Corp. on October 18, 2018).

4.2		Second Supplemental Indenture dated May 23, 2019, by and among Algonquin Power & Utilities Corp., American Stock Transfer Trust Company, LLC, as the U.S. Trustee, and AST Trust Company (Canada), as the Canadian Co-Trustee (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by Algonquin Power & Utilities Corp. on May 23, 2019).

4.3		Form of 6.20% Fixed-to-Floating Subordinated Note – Series 2019-A due July 1, 2079 (included in Exhibit 4.2 hereto).

4.4		Provisions Attaching to Fixed-To-Floating Preferred Shares, Series G of Algonquin Power & Utilities Corp. (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by Algonquin Power & Utilities Corp. on May 23, 2019).

SIGNATURES

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

Date: May 23, 2019

	ALGONQUIN POWER & UTILITIES CORP.


	By:	/s/ David Bronicheski
		Name: David Bronicheski
		Title: Chief Financial Officer