Abengoa Sa · OTC:AGOAF
Abengoa Sa — Corporate Update (August 2020)
22 slides from Abengoa Sa's corporate update, Aug 6, 2020
Slide 1: Transaction Update
Transaction Update August 6, 2020
Slide 2: Disclaimer Forward Looking Statements
Disclaimer Forward Looking Statements ▪ This presentation contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) and information relating to Abengoa that are based on the beliefs of its management as well as assumptions made and informat
Slide 3: Table of Contents
Table of Contents ▪ 1 AbenewCo 1 2 Next Steps for AbenewCo 1 3 Abengoa, S.A. ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Page 5 Page 16 Page 19 3
Slide 4: Introduction: Modification of financing terms
The Company has signed an agreement that ensures liquidity and bonding lines required to Introduction fulfill its Updated Business Plan, pending certain conditions precedent. Additionally, Abengoa SA must restore its equity balance. 1 New liquidity through the signing of a financing contract for 203
Slide 5: AbenewCo 1
1 AbenewCo 1 5
Slide 6: The transaction contemplates the four pillars required for viability of AbenewCo 1
AbenewCo 1, S.A. Main Considerations ➢ The agreement signed allows AbenewCo 1 to obtain liquidity and bonding lines to cover the deficit generated by COVID-19 and to fulfill with its Updated Business Plan. ▪ Transaction underpinned by the Updated Business Plan (published on May 20, 2020) ➢ The agree
Slide 7: New Liquidity and Bonding Lines
Abengoa New Liquidity and Bonding Lines AbenewCo 1, S.A. ➢ New financing: ▪ Guaranteed at 70% by ICO under the framework of financial support approved by the Government of Spain in the Royal Decree Law 8/2020, of March 17, subscribed by a group of financial institutions and ICO. New Liquidity ▪ Loan
Slide 8: Financial Debt Treatment
Abengoa Financial Debt Treatment AbenewCo 1, S.A. ➢ 50% of the New Money 2 financing (“NM2”) remains as debt (3% cash, 3% PIK interest rate, the 2% “step-up” contemplated in the previous contract is removed, maturity extended 6 months after the maturity of New Liquidity and new bonding lines) New ➢
Slide 9: Financial Debt Treatment (cont.)
Abengoa Financial Debt Treatment (cont.) AbenewCo 1, S.A. ➢ Write-off of 50% of principal amount Reinstated ➢ The remaining 50% becomes NM2 debt in a junior tranche Debt ➢ Does not participate in AbenewCo1’s equity Mandatory ➢ Conversion into ordinary shares of AbenewCo 1, up to a maximum of 18.86%
Slide 10: Resulting Capital Structure and Shareholder Structure
Abengoa Resulting Capital Structure and Shareholder Structure AbenewCo 1, S.A. ➢ There will be two types of shares in AbenewCo 1: ordinary shares and preferred shares. ➢ Ordinary shares will represent 99.9% of AbenewCo 1's share capital. ➢ Preferred shares will represent 0.1% of AbenewCo 1’s share c
Slide 11: Capital Structure – Summary
Abengoa Capital Structure – Summary AbenewCo 1, S.A. 1 ➢ Capitalization of 50% of NM2 current debt position in preferred shares. 50% of Reinstated Debt is included after applying a 50% debt write-off. 2 ➢ Capitalization of 50% of the A3T Convertible converted into ordinary or preferred shares of Abe
Slide 12: Ownership Stakes in AbenewCo Pre and Post Dilution
Abengoa Ownership Stakes in AbenewCo 1 Pre and Post Dilution. AbenewCo 1, S.A. Preferred Equity Post Transaction Instrument % Position Today (Post Dilution) % Equity Pre-dilution % Equity Post-dilution NM2 -- 0.1% 0.1% Total Preferred Equity -- 0.1% 0.1% Ordinary Equity Post Transaction Instrument %
Slide 13: Post-Transaction Structure
Post-Transaction Structure Post-transaction and post-dilution structure, assuming that the holder of the A3T Convertible Bond converts into ordinary shares. * - la capitalización y quitas se materializarán en diciembre 2020 con el cumplimiento de ciertas condiciones precedentes. ABENGOA AbenewCo 2 F
Slide 14: Treatment of AbenewCo 1's overdue suppliers
Abengoa Debt Treatment of Overdue Suppliers and Other “Legacy” Creditors of AbenewCo 1 AbenewCo 1, S.A. Treatment of AbenewCo 1’s overdue suppliers ➢ Loan subscribed between overdue suppliers and AbenewCo 2 bis (deconsolidating the debt in AbenewCo 1) for a maximum amount of 313 M€ (corresponds to 3
Slide 15: Debt Treatment with Overdue Suppliers and Other Legacy Creditors
Abengoa S.A. and Debt Treatment with Overdue Suppliers and Other Legacy Creditors AbenewCo 1 Excluding the 392 M€ from AbenewCo 1 suppliers, there are two additional groups ➢ Debt with Atlantica Yield and Algonquin, as well as the payment plan with the U.S. DOE, which has the objective of offsetting
Slide 16: Next Steps for AbenewCo 1
Wi Next Steps for AbenewCo 1 i6
Slide 17: AbenewCo 1's Next Steps
AbenewCo 1’s Next Steps Conclusions and Next Steps for AbenewCo 1 ➢ With the agreements signed, a consent process has been launched as well as the beginning of the accession period for creditors until September 11, 2020. ➢ During the accession period, long form documentation required for the closing
Slide 18: Conclusion for AbenewCo 1
The Company has signed an agreement that ensures the entry of liquidity and bonding lines Conclusion for AbenewCo 1 necessary to comply with its Updated Business Plan, pending compliance with certain conditions precedent. 1 Signing of various agreements that ensure the entry of liquidity and availab
Slide 19: Abengoa S.A.
3 Abengoa S.A. 19
Slide 20: Abengoa S.A.'s Equity Situation
Abengoa S.A.’s Equity As a result of the valuation completed by the independent expert, Abengoa SA has a negative Situation equity position of (388 M€). ▪ On May 19, 2020, Abengoa SA’s annual accounts were published, showing a mandatory cause of dissolution due to having a negative equity of (388 M€
Slide 21: Abengoa S.A. Post-Transaction
Abengoa S.A. Post- As a result of the valuation completed by the independent expert, Abengoa SA has a negative Transaction equity position of (388 M€). ▪ As a consequence of the execution of the transaction, once the conversion of instruments is executed (envisaged on December 3, 2020), there will b
Slide 22: Abengoa S.A. Conclusion
Abengoa S.A. As a result of the valuation completed by the independent expert, Abengoa SA has a negative Conclusion equity position of (388 M€). In order to re-balance its negative equity position, Abengoa SA requires the conversion of 153 M€ debt into participative loans with 96% accessions. 22