Abengoa Sa · OTC:AGOAF
Abengoa Sa — Abenewco 1 — Debt Investor Presentation (June 2022)
21 slides from Abengoa Sa's debt investor presentation, Jun 9, 2022
Slide 1: Abenewco Financial Restructuring Presentation
ABENEWCO Financial Restructuring Presentation June 9, 2022
Slide 2: Disclaimer
Disclaimer ▪ 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 information currently available to
Slide 3: Table of Contents
Table of Contents Introduction 1 ▪ Financial Restructuring Process 2 ▪ SEPI Financing, TerraMar offer, signing of Restructuring Agreement and next steps Conclusion 3 ▪ Next steps Annex 4 ▪ Changes in existing instruments, About TerraMar Capital LLC 3
Slide 4: Introduction
1 Introduction 4
Slide 5: Introduction
__ Introduction Since announcing on February 22, 2021, the termination of the financial restructuring signed in August 2020, Abenewco 1 has been focused on structuring a new transaction that would guarantee the long-term viability of the Company. Abenewco 1 has negotiated with its main creditors a n
Slide 6: Restructuring Process
Financial 2 Restructuring Process 6
Slide 7: Restructuring Process: SEPI Financing
Financial Restructuring Process ▪ their ▪ ▪ ▪ • Split between term loan (81 M€) and participation loan (168 M€) • Participation loan: Euribor + 2,5% - 7,0%1 depending on each individual company • Senior to Long-Term Financing and existing New Bonding • 6-year maturity Facilities2, pari-passu with Su
Slide 8: Restructuring Process: TerraMar Offer
Financial Restructuring Process ▪ ▪ ▪ • Total amount 208 M€ (140 M€ from TerraMar and 68 M€ • 3.0% cash interest + 7.0% PIK interest from the remaining New Money 2 and A3T Convertible • Junior ranking to SEPI Financing and Super Senior New Put Option) Bonding, pari-passu with existing New Bonding Fa
Slide 9: Restructuring Process
Financial Restructuring Process ▪ ▪ ▪ ▪ ▪ 9
Slide 10: Restructuring Process: Ownership Steps
Financial Restructuring Process ▪ ▪ Step 2 (TerraMar Capital Instrument % Position today Step 1 (conversion) Increase) New Money 2 -- 5,50% 1,65% Abenewco 1 MC -- 19,68% 5,90% Super Senior NB -- 3,52% 1,06% SOM -- 67,78% 20,33% JOM -- 3,52% 1,06% Abengoa SA 100,0%* -- -- TerraMar -- -- 70,00% Total
Slide 11: Total Corporate Financial Debt Pre and Post Restructuring
Financial Restructuring Process ▪ ▪ ▪ Total Corporate Financial Debt Pre-Restructuring Total Corporate Financial Debt Post-Restructuring Affected Debt M€ M€ NM2 163.7 M€ SEPI Term Loan 81.0 M€ A3T Conv. Put Option 108.2 M€ SEPI Participation Loan 168.0 M€ Reinstated Debt 50.5 M€ Long-Term Financing1
Slide 12: Organizational Structure Post-Transaction
Financial Organizational Structure Post-Transaction Restructuring Process Long-Term Financing ABENEWCO 1 (investor and roll-over of remaining corporate debt) SEPI Perimeter New Bonding (new line and existing facilites) SEPI Financing Abener Abengoa Abengoa Abengoa Inabensa Energía Energía Agua O&M A
Slide 13: Restructuring Process
Financial Restructuring Process ▪ ▪ ▪ ➢ ➢ ▪ 13
Slide 14: Conclusion
3 Conclusion 14
Slide 15: Conclusion
Conclusion = Abenewco 1 is proposing to its creditors a new transaction that will grant the Company with sufficient liquidity and bonding lines in order to implement its business plan. Additionally, the restructuring will simplify the capital structure and allow the Company to have a controlling sta
Slide 16: Annex
ANNEX 16
Slide 17: New Financing and Bonding Lines
Abengoa New Financing and Bonding Lines AbenewCo 1, S.A. ➢ New financing: ▪ 249 M€ (81 M€ in term loan, 186 M€ in participation loan) in financing from SEPI granted to six main SEPI subsidiaries. Tenor: 6 years. Cost Term loan: Euribor + 2,0%, Participation loan: Euribor + 2,5% - 7,0%. Financing / R
Slide 18: Financial Debt Treatment
Abengoa Financial Debt Treatment AbenewCo 1, S.A. ➢ 75% of the New Money 2 financing (“NM2”) to be purchased by Company with funds obtained from TerraMar capital increase. Maximum amount to be paid: 32,7 M€. ➢ The remaining 25% will be rolled over into Long-Term Financing together with TerraMar’s lo
Slide 19: Financial Debt Treatment (cont.)
Abengoa Financial Debt Treatment (cont.) AbenewCo 1, S.A. ➢ 100% to be repurchased by the Company with funds obtained from the TerraMar capital increase, for a Reinstated maximum of €5 million. Debt ➢ Existing Reinstated Debt recognized at the amount due outstanding on July 31, 2020. Any interests a
Slide 20: About TerraMar Capital, LLC
Annex I About TerraMar Capital, LLC TerraMar Capital, LLC (“TerraMar”) is a Los Angeles based investment firm focused on making control investments in companies that are going through a transition in their capital structure. We often complete investments in businesses that are held by non-natural ho
Slide 21: Thank you
ABENEWCO Innovative technology solutions for sustainability Thank you