Abengoa reaches an agreement on the terms and conditions of its financial restructuring
August 11th 2016.- Abengoa (MCE: ABG.B/P SM /NASDAQ: ABGB) (the “Company”), the international company that applies innovative technology solutions for sustainability in the energy and environment sectors, informs that it has reached an agreement with regards to the terms and conditions for the restructuring of its financial indebtedness and its recapitalization. To this effect, commitment letters have been received on behalf of certain investors for the subscription of the new money (New Money Financing Commitment Letters) which, as a whole, exceeds the new money requirements contemplated in the viability plan. These investors include: Abrams Capital, The Baupost Group, Canyon Capital Advisors, Centerbridge Partners, the D. E. Shaw group, Elliott Management, Hayfin Capital Management, KKR Credit, Oaktree Capital Management and Värde. Also, a commitment letter (New Bonding Facility Commitment Letter) executed by a group of Credit Entities has been received to ensure the availability of the bonding lines contemplated in the viability plan. Credit Entities include Banco Popular, Banco Santander, Bankia, CACIB and CaixaBank.
The aforementioned agreement is subject to a number of conditions that include, among others, the signing of the financial restructuring agreement, in addition to then reaching the percentage of accessions by the creditors required by law.
The fundamental principles of such agreement are the following:
(i)The amount of new money to be lent to the group totals 1,169.6 million euros (including refinancing of the September and December 2015 and the March 2016 facilities). This financing would rank senior with respect to the preexisting debt and would be divided into different tranches:
a.Tranche I: amounts to 945.1 million euros, with a maximum maturity of 47 months and secured by, among other things, certain assets that include the A3T project in Mexico and the shares of Atlantica Yield held by the Company. Creditors would be entitled to 30% of Abengoa’s new share capital post restructuring.
b.Tranche II: amounts to 194.5 million euros, with a maximum maturity of 48 months and secured by, among other things, certain assets in the engineering business. Creditors would be entitled to 15% of Abengoa’s new share capital post restructuring.
c.Tranche III: contingent credit facility of up to 30 million euros, with a maximum maturity of 48 months secured by, among other things, certain assets that include the A3T project in Mexico and the shares of Atlantica Yield held by the Company and with the sole purpose of providing guaranteed additional funding for the completion of the A3T project. Creditors would be entitled to receive 5% of Abengoa’s new share capital post restructuring.
(ii)New bonding facilities amount to 307 million euros. Financing entities would be entitled to 5% of Abengoa’s new share capital post restructuring.
(iii)The restructuring proposal for the preexisting debt will involve a 97% reduction of its nominal value, while keeping the remaining 3% with a ten-year maturity, with no annual coupon or option for capitalization.
(iv)Creditors who adhere to the agreement can choose either the conditions laid out in section (iii), or alternative conditions which consist of the following:
- Capitalisation of 70% of preexisting debt in exchange for 40% of Abengoa’s new share capital post restructuring.
- The remaining 30% of the nominal value of the preexisting debt will be refinanced through new debt instruments, replacing the preexisting ones, which will rank as senior or junior depending on whether or not such creditor participates in the new money facilities or new bonding facilities. Such instruments will have maturities of 66 and 72 months respectively, with the possibility of an extension of up to 24 months, accruing annual interest of 1.50% (0.25% cash payment and 1.25% Pay If You Can). The junior instrument could be subject to additional reductions (provided that total reduction does not exceed 80% of the nominal value prior to the capitalization) if the aggregate amount of refinanced preexisting debt (after the aforementioned capitalization) exceeds 2,700 million euros due to the crystallization of contingencies.
(v)At the end of the restructuring process, the current shareholders of the Company would hold around 5 % of the share capital. Eventually, through the issuance of warrants, they could increase such stake in a percentage to be agreed that will not exceed an additional 5%, if, within 96 months, the group has paid in full all outstanding amounts under the new financing to be provided in the framework of the restructuring and under the existing indebtedness (as this indebtedness may have been restructured), including its financial costs. Furthermore, the company intends to submit a proposal to merge the two types of existing shares into one sole class of shares for approval by a General Shareholders Meeting, although this is not considered a prerequisite of the restructuring agreement.
(vi)Within the context of the restructuring agreement and until its implementation, the Company has appointed Gonzalo Urquijo Fernández de Araoz as independent advisor, with no executive or management functions, to the board of directors for matters related with the viability plan and the fulfillment of the conditions precedent.
Abengoa and its advisors (Lazard, Cortés Abogados), together with the financial advisors to its creditors, financial institutions and bond holders, (KPMG and Houlihan Lokey, respectively), will hold a conference call
on Tuesday, August 16th, 2016, at 6.00pm Madrid time,
12.00pm New York time, to provide an overview of the updated Viability Plan and the terms of the restructuring agreement that has been reached.
The presentation to be used during the conference call will be available online, from the start of the presentation, on Abengoa’s website:
www.abengoa.com.
The conference can be followed live via webcast on Abengoa’s website or by calling the following telephone numbers:
- From Spain:
+34 911 140 097 /
+34 917 900 884
- From United Kingdom:
+44 (0)203 009 2454
- From United States:
+1 866 388 1927
Registration is now possible on Abengoa’s website; however, we do recommend accessing the site at least 15 minutes before the start of the conference call. A recording of the conference will be available on the same website once it has concluded.