Abengoa Completes Financial Restructuring and Recapitalization

March 31, 2017

Abengoa, S.A. completed its financial restructuring and recapitalization. The Abengoa group is headquartered in Spain and specializes in the development and deployment of new technologies such as renewable power, transmission and desalination, with operations across 80 countries. Prior to the restructuring, the group had consolidated debt of more than €20 billion. In the first phases of the restructuring S&C advised the clients on the injection of priority new money.

The restructuring itself was implemented in respect of Abengoa and its Spanish subsidiaries pursuant to a master restructuring agreement that was approved under a Spanish homologación judicial proceeding. In addition, multiple bankruptcy/insolvency proceedings were initiated in parallel in order to implement the terms of the restructuring agreement in other jurisdictions, including: (i) separate Chapter 11 proceedings in Delaware, Kansas and Missouri in relation to various U.S. subsidiaries; (ii) an English company's voluntary arrangement (CVA) in respect of an English subsidiary, and (iii) bankruptcy/insolvency proceedings in Brazil, the Netherlands and Mexico. Recognition of the Spanish and CVA proceedings in the United States was granted pursuant to Chapter 15 of the U.S. Bankruptcy Code. Completion of the restructuring concluded a process that began on November 25, 2015, when Abengoa filed for pre-insolvency protection under Spanish insolvency law.

As part of the restructuring, approximately €1.17 billion of new money financing was made available to the group (including for the purpose of refinancing certain priority new money and other interim facilities provided to the group during the course of the restructuring). The new money consists of four different facilities, each comprising loans and/or notes, and three of which have the benefit of security granted by a ring-fenced group of subsidiaries owning approximately 40 percent share of Abengoa's publically traded yieldco, Atlantica Yield plc, and a Mexican co-generation project, A3T. In addition, Abengoa's main bank creditors provided a new €307 million bonding line facility. The group's existing financial creditors who acceded to the restructuring agreement received reinstated loans or notes representing up to 30 percent nominal value of their existing claims, as well as a portion of the equity in Abengoa.

In total, the post-closing capital structure consists of eight tranches of debt, most of which is in dual currency loan and note form, across six different collateral pools.

S&C advised Abengoa's steering committee of its main domestic and international bank creditors comprised of Banco Santander, HSBC, Bankia, Banco Popular, Caixabank and Crédit Agricole on U.S. and English law matters in relation to the restructuring.

The S&C team was led by Christopher Howard, Presley Warner, Craig Jones and Christopher Beatty, along with Jonathon Hannah, Samuel Weinroth, Lester Su, Samuel Saunders and Rosemary Stefaniuk. Andrew Dietderich, Alexa Kranzley, Alice Ha and Mimi Wu advised on U.S. bankruptcy matters; Joshua Bradley and Lauren Pratt advised on U.S. guarantor and security matters; Simone Benton advised on English law guarantor and security matters; Kirsten Rodger and Sean Ruscitto advised on English securities law matters; and Eric Wang, Andrew Thomson and Michael Orchowski advised on tax matters.