Abengoa Sa · OTC:AGOAF
Abengoa Sa — Merger or Acquisition (October 2011)
12 slides from Abengoa Sa's merger presentation, Oct 4, 2011
Slide 1: €300 million Strategic Equity Investment by First Reserve Corporation
Innovative Technology Solutions for Sustainability ABENGOA €300 million Strategic Equity Investment by First Reserve Corporation October 4th, 2011
Slide 2: Executive Summary: Strategic Partnership with First Reserve
Executive Summary Strategic Partnership with First Reserve Strategic investment of €300 million at €17.5/share Equity investment in newly issued, unlisted Abengoa Class B shares Strategic partnership with First Reserve, the premier global energy- focused investment firm Strong endorsement of current
Slide 3: Transaction Overview (I)
Transaction Overview (I) Key transaction terms Amount €300 million of new equity Issuance of 17,142,858 Class B shares (unlisted) authorized at Abengoa´s last AGM Same economic rights and liquidation preference as class A shares Type of Security Nominal value of €0.01/share (vs. €1 for A shares) Vot
Slide 4: Transaction Overview (II)
Transaction Overview (II) Key transaction terms Governance First Reserve acquires the right to propose a member of Abengoa´s Board of Directors Timing Transaction completion expected post competition (1)/ and other pertinent US approvals (approx. 1 month) No financial covenants guaranteed to First R
Slide 5: Financial Rationale (I)
Financial Rationale (I) Strong financial rationale for Abengoa 1 Reinforces capital structure Financial 2 Increases financial flexibility 3 Improves credit ratios Economic Rights Voting Rights Current Pro Forma Current Pro Forma 44.0% 37.0% 44.0% 43.9% 47.1% 55.9% 56.0% 56.0% 15.9% 0.2% Inversión Co
Slide 6: Financial Rationale (II): Improvement of key credit ratios
Financial Rationale (II) Improvement of key credit ratios Corp. Net Debt / Corp. EBITDA Corp. Debt / Book Equity 3,5x 3,5x 3,0x -20.0% 3,0x -14.8% 2,5x 2,5x 3.0x 2,0x 2,0x 2.7x 2.4x 2.3x 1,5x 1,5x H1 2011 Pro Forma Transaction H1 2011 Pro Forma Transaction Total Net Debt (€M) Total Net Debt* / Total
Slide 7: Financial Rationale (III)
Financial Rationale (III) Further improvement of Abengoa’s financial flexibility Corporate Debt Maturity June 30, 2011 pro-forma (€M) 3,569 Capex Needs (Abengoa’s equity portion) 300 First Reserve Cash effect Corporate Debt 423 Telvent Cash effect Convertible Bonds 506 Cemig Cash effect 1,891 1,591
Slide 8: Strategic Rationale
Strategic Rationale Strong strategic rationale for Abengoa Strong endorsement of our strategic plan after extensive 1 legal and financial analysis Alliance with leading long-term investment firm in energy Strategic 2 sector Commitment to explore further business opportunities 3 leveraging First Rese
Slide 9: About First Reserve (I)
About First Reserve (I) First Reserve is a premier global energy-focused private equity and infrastructure investment firm ca.30 years focusing exclusively on energy and power-related investments. Working with strategic and large corporate partners (Schlumberger, Finmeccanica, Vopak, Siemens, Hallib
Slide 10: About First Reserve (II)
About First Reserve (II) First Reserve has strong investment expertise in Abengoa´s three business segments and has privileged access to energy and power projects globally Development and Supplier of physical operation of power Ownership and Power generation and commodities generation facilities ope
Slide 11: Executive Summary: Strategic Partnership with First Reserve
Executive Summary Strategic Partnership with First Reserve Strategic investment of €300 million at €17.5/share Equity investment in newly issued, unlisted Abengoa Class B shares Strategic partnership with First Reserve, the premier global energy- focused investment firm Strong endorsement of current
Slide 12: ABENGOA
Innovative Technology Solutions for Sustainability ABENGOA