Abengoa Junk Bondholders Comb Covenants for Next Possible Shock
Abengoa SA’s high-yield bondholders are scouring the terms of its debt to anticipate another possible shock.
28/ago/2015 10:05:17
Abengoa SA’s high-yield bondholders are scouring the terms of its debt to anticipate another possible shock.
The distressed Spanish energy company may take advantage of unusual provisions that would subordinate noteholders if its planned capital increase is insufficient, according to Covenant Review. About eight bondholders called to discuss the documentation last week, compared with one in July, said Sabrina Fox, head of European research at the independent credit research firm.
The debt terms allow Abengoa to pledge corporate assets to secure short-term project financing, according to Covenant Review and DebtXplained. Creditors have been looking more closely at Abengoa’s complicated debt structure since being startled by its reclassification of some notes in November, even though the documentation of those securities allowed it.
“Abengoa’s covenants are non-standard and counter-intuitive,” Fox said. “This is a company that has surprised investors in the past. People want to understand how the covenants work so they don’t get surprised again.”
The possibility of securing non-recourse financing with corporate assets is a “loophole” that allows Abengoa to address near-term funding needs at the expense of high-yield noteholders, Fox said. Its willingness to use the provision may depend on whether its capital increase addresses cash flow concerns, she said.
Abengoa declined to comment on whether its debt covenants allow it to pledge corporate assets to secure short-term project financing, why it would have included such terms or whether it would use them. The company said there are restrictions in its debt documentation.
Debt Classification
“Abengoa’s bonds and our bank syndicated facility include the standard clauses that protect bondholders,” the company said in an e-mailed statement. “This includes, for example, limitations on liens or when granting security over corporate assets above a certain threshold.”
Abengoa classifies short-term bridge financing for projects as “non-recourse debt in process,” even though it’s guaranteed by the parent. When projects are completed, Abengoa refinances the loans with long-term debt that doesn’t have a claim on the company.
The ability to pledge corporate assets to lenders of some project debt is unusual even among competitors, according to DebtXplained. The terms potentially deplete assets available to creditors in the event of insolvency, the London-based firm of legal analysts wrote in a report.
“Why Abengoa has included this flexibility is unclear,” said Temitope Adesanya, a senior legal analyst at DebtXplained. “It’s an aggressive feature and is a significant weakness in the covenants.”
Change Guarantees
The securities dropped below 50 percent of face value this month after Abengoa surprised the market by saying that it plans to raise 650 million-euros ($734 million) and sell assets to cut some of its 9.8 billion euros of gross debt. It also reported that free cash flow would be less than previously forecast.
Abengoa’s 500 million euros of 6 percent notes maturing March 2021 rose to 62.4 cents on the euro today from a record low of 44.4 cents on Monday, according to data compiled by Bloomberg.
The company said last month it would change guarantees on convertible and exchangeable bonds to align them with high-yield securities. That diluted junk bondholders’ claims and added to confusion about its accounting methods. In November, Abengoa reclassified some corporate bonds as non-recourse-in-process bridge financing for projects.
Investors are increasingly concerned about Abengoa’s debt covenants and looking at how it classifies non-recourse debt in process, Fox said. If it chooses to use corporate assets to secure short-term project debt, that would “test the limits of bondholder protection in the high-yield market,” she said.
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