Atlantica Yield Announces a Strategic Partnership with Algonquin to Drive Accretive Growth
(Thomson Reuters ONE) -
Atlantica Yield Announces a Strategic Partnership with Algonquin to Drive
Accretive Growth
* Algonquin Power & Utilities Corp. has reached an agreement to purchase[1] a
25% interest in Atlantica Yield from Abengoa at a price of $24.25 per share,
$2,430 million implied total equity value
* Proposed ROFO agreement[2] with AAGES, a joint vehicle to be created by
Algonquin and Abengoa to invest in the development and construction of clean
energy and water infrastructure contracted assets
* Agreement(2) to periodically discuss the purchase of assets from Algonquin
* Proposed opportunity(2) for Algonquin to provide, through the subscription
of ordinary shares of Atlantica, incremental equity of $100 million for the
acquisition of new assets by Atlantica and certain preferred rights for
further capital increases up to 41.5%
November 1, 2017 - Atlantica Yield plc (NASDAQ: ABY) ("Atlantica"), the
sustainable total return company that owns a diversified portfolio of contracted
assets in the energy and environment sectors, announced today a strategic
partnership with Algonquin Power & Utilities Corp. (TSX and NYSE: AQN)
("Algonquin") to drive accretive growth.
Algonquin, a North American diversified generation, transmission and
distribution utility, announced today that it has reached an agreement with
Abengoa, S.A. ("Abengoa") to acquire a 25% stake in Atlantica from Abengoa at a
price of $24.25 per share, which implies a total equity value of Atlantica Yield
of $2,430 million. After the closing of this transaction, Algonquin will be
Atlantica's largest shareholder. Abengoa has communicated that it intends to
sell its remaining 16.5% stake over the upcoming months in a private
transaction, subject to approval by the United States Department of Energy.
Algonquin has an option to purchase this remaining stake until March 2018.
In addition, Algonquin and Abengoa announced today they have signed an agreement
to create a joint venture to be called AAGES to invest in the development and
construction of contracted clean energy and water infrastructure contracted
assets.
In the context of these agreements, Atlantica has signed a non-binding term-
sheet with Algonquin and Abengoa aimed at enhancing Atlantica's growth
opportunities, which will serve as the basis of a shareholders' agreement to be
executed on or before the closing of the purchase of the 25% interest by
Algonquin and reflecting the following initiatives:
* Proposed Right of First Offer ("ROFO") Agreement with AAGES
* Agreement to periodically discuss the sale of North American assets to
Atlantica
* Proposed opportunity for Algonquin to provide, through the subscription of
ordinary shares of Atlantica, incremental equity of $100 million for the
acquisition of new assets by Atlantica. Algonquin has been granted certain
preferred rights to provide a portion of further equity issuances with the
possibility of increasing Algonquin's ownership in Atlantica up to 41.5%
* Proposed right of Algonquin to appoint a number of directors corresponding
to their percentage ownership, with a maximum of less than one half of the
total
* Maintain 80% target dividend payout ratio for Atlantica
Effective consents and waivers required to the sale of the 25% stake are
expected to be in place before the closing of the transaction.
"We are very pleased to share with you today our partnership with Algonquin",
said Santiago Seage, CEO of Atlantica Yield. "We believe that this transaction
will open a new chapter for Atlantica Yield. Having a new industrial, North
American shareholder, partner and sponsor like Algonquin is ideal for Atlantica
at this stage. Additionally, the ROFO agreement we announce today should drive
our growth going forward."
Improved Growth Prospects
The ROFO agreement to be signed with AAGES, the new platform for the development
and construction of contracted clean energy and water infrastructure assets,
represents an excellent growth opportunity for Atlantica. This new ROFO
strengthens visibility on our near-term growth. Between 2018 and 2019, we expect
to be offered contracted assets representing between $600 and $800 million3 in
equity value via either the new ROFO with AAGES or the current ROFOs with
Abengoa and others. From 2020 onwards, we expect AAGES to offer Atlantica assets
representing approximately $200 million[3] per year in equity value, providing a
line of sight to long-term growth.
In addition, Algonquin has agreed to periodically discuss the potential sale of
North American assets, which continues to be a core geography for Atlantica.
Furthermore, with its commitment to lead future equity issuances, it is
anticipated that Algonquin will anchor the financing of future acquisitions.
We expect to complement these sources of growth with other partnerships and
acquisitions from third parties.
With these agreements, we believe Atlantica Yield is today in a much better
position to achieve its strategic objectives. We plan to give an update on the
ROFO agreement and the other initiatives once they are closed.
Growth pipeline
2018 and 2019
Asset Sector Capacity Geography Potential Stake
------------------------------------------------------------------------
A3T Cogeneration 230 MW Mexico 100%
SAW Water transp. 135 miles U.S. 20%
Atacama Solar 210 MW Chile 100%
Xina/Khi Solar 150 MW South Africa 40-51%
Other
2020 onwards
AAGES Proposed ROFO
Conference Call
Atlantica's CEO, Santiago Seage will hold a conference call today, November 1,
at 5:30 pm EST.
In order to access the conference call participants should dial:
+1 646 722 4907 (US)/+44 (0) 203 043 2440 (UK). The participants' PIN code is
27437663#. A live webcast of the conference call will be available on
Atlantica's website. Please visit the website at least 15 minutes earlier in
order to register for the live webcast and download any necessary audio
software.
Forward-Looking Statements
* The sale by Abengoa announced is subject to conditions precedent. You should
take into account the information shared by Abengoa (www.abengoa.com) and
Algonquin (www.algonquinpower.com) including the details and conditions of
the agreement. Atlantica cannot make any representation regarding an
agreement reached by two third parties. The term-sheets entered into with
Algonquin, AAGES and Abengoa are non-binding and while the parties have
agreed to negotiate in good faith towards a mutually beneficial outcome,
there is no guarantee that the AAGES ROFO and other agreements will be
entered into, or that any assets will be purchased by Atlantica from
Algonquin, AAGES or Abengoa.
* This press release contains forward-looking statements. These forward-
looking statements include, but are not limited to, all statements other
than statements of historical facts, including, without limitation, those
regarding our future financial position and results of operations, our
strategy, plans, objectives, goals and targets, future developments in the
markets in which we operate or are seeking to operate or anticipated
regulatory changes in the markets in which we operate or intend to operate.
In some cases, you can identify forward-looking statements by terminology
such as "aim," "anticipate," "believe," "continue," "could," "estimate,"
"expect," "forecast," "guidance," "intend," "is likely to," "may," "plan,"
"potential," "predict," "projected," "should" or "will" or the negative of
such terms or other similar expressions or terminology. By their nature,
forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in
the future. Forward-looking statements speak only as of the date of this
press release and are not guarantees of future performance and are based on
numerous assumptions. Our actual results of operations, financial condition
and the development of events may differ materially from (and be more
negative than) those made in, or suggested by, the forward-looking
statements.
* Many factors could cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance
or achievements that may be expressed or implied by such forward-looking
statements, including, among others: difficult conditions in the global
economy and in the global capital markets and uncertainties in emerging
markets where we have international operations; changes in government
regulations providing incentives and subsidies for renewable energy;
political, social and macroeconomic risks relating to the United Kingdom's
potential exit from the European Union; changes in general economic,
political, governmental and business conditions globally and in the
countries in which we do business; decreases in government expenditure
budgets, reductions in government subsidies or adverse changes in laws and
regulations affecting our businesses and growth plan; challenges in
achieving growth and making acquisitions due to our dividend policy;
inability to identify and/or consummate future acquisitions, whether the
Abengoa ROFO Assets or otherwise, on favorable terms or at all; our ability
to identify and reach an agreement with new sponsors or partners similar to
the ROFO Agreement with Abengoa; legal challenges to regulations, subsidies
and incentives that support renewable energy sources; extensive governmental
regulation in a number of different jurisdictions, including stringent
environmental regulation; increases in the cost of energy and gas, which
could increase our operating costs; counterparty credit risk and failure of
counterparties to our offtake agreements to fulfill their obligations;
inability to replace expiring or terminated offtake agreements with similar
agreements; new technology or changes in industry standards; inability to
manage exposure to credit, interest rates, foreign currency exchange rates,
supply and commodity price risks; reliance on third-party contractors and
suppliers; risks associated with acquisitions and investments; deviations
from our investment criteria for future acquisitions and investments;
failure to maintain safe work environments; effects of catastrophes, natural
disasters, adverse weather conditions, climate change, unexpected geological
or other physical conditions, criminal or terrorist acts or cyber-attacks at
one or more of our plants; insufficient insurance coverage and increases in
insurance cost; litigation and other legal proceedings including claims due
to Abengoa's restructuring process; reputational risk, including potential
damage caused by Abengoa; the loss of one or more of our executive officers;
failure of information technology on which we rely to run our business;
revocation or termination of our concession agreements or power purchase
agreements; lowering of revenues in Spain that are mainly defined by
regulation; inability to adjust regulated tariffs or fixed-rate arrangements
as a result of fluctuations in prices of raw materials, exchange rates,
labor and subcontractor costs; exposure to market electricity impacting
revenue from our renewable energy and conventional power facilities, changes
to national and international law and policies that support renewable energy
resources; lack of electric transmission capacity and potential upgrade
costs to the electric transmission grid; disruptions in our operations as a
result of our not owning the land on which our assets are located; risks
associated with maintenance, expansion and refurbishment of electric
generation facilities; failure of our assets to perform as expected,
especially as related to newly constructed assets; failure to receive
dividends from all project and investments; variations in meteorological
conditions; disruption of the fuel supplies necessary to generate power at
our conventional generation facilities; unplanned power outages due to
maintenance, expansion and refurbishment of electric generation facilities,
deterioration in Abengoa's financial condition; Abengoa's ability to meet
its obligations under our agreements with Abengoa, to comply with past
representations, commitments and potential liabilities linked to the time
when Abengoa owned the assets, potential clawback of transactions with
Abengoa, and other risks related to Abengoa; failure to meet certain
covenants under our financing arrangements; failure to obtain pending
waivers in relation to the minimum ownership by Abengoa and the cross-
default provisions contained in some of our project financing agreements;
failure of Abengoa to maintain existing guarantees and letters of credit
under the financial support agreement; failure of Abengoa to complete the
restructuring process; uncertainty regarding the fair value of the non-
contingent credit recognized by in the agreement reached between Abengoa and
us in relation to our preferred equity investment in ACBH; our ability to
consummate future acquisitions from Abengoa; changes in our tax position and
greater than expected tax liability; conflicts of interest may impact our
minority shareholders resulting from our ownership structure; impact on the
stock price of the Company of the sale by Abengoa of its stake in the
Company; potential negative effects of a potential sale by Abengoa of its
stake in the Company or of a potential change of control of the Company or
of a potential delay or failure of a sale process and technical failure,
design errors or faulty operation of our assets not covered by guarantees or
insurance. Furthermore, any dividends are subject to available capital,
market conditions, and compliance with associated laws and regulations.
These factors should be considered in connection with information regarding
risks and uncertainties that may affect Atlantica Yield's future results
included in Atlantica Yield's filings with the U.S. Securities and Exchange
Commission at www.sec.gov.
* Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated, expected or
targeted.
* Any forward-looking statement speaks only as of the date on which it is
made, and, except as required by law, the Company does not undertake any
obligation to update or revise and forward-looking statement, whether as a
result of new information, future events or otherwise. New factors emerge
from time to time, and it is not possible for the Company to predict all
such factors.
About Atlantica Yield
Atlantica Yield is a total return company that owns a diversified portfolio of
contracted renewable energy, power generation, electric transmission and water
assets in North & South America, and certain markets in EMEA
(www.atlanticayield.com).
Chief Financial Officer Investor Relations & Communication
Francisco Martinez-Davis Leire Perez
E ir(at)atlanticayield.com E ir(at)atlanticayield.com
T +44 20 3499 0465
--------------------------------------------------------------------------------
[1] The transaction announced is subject to conditions precedent. You should
take into account the information shared by Abengoa (www.abengoa.com) and
Algonquin (www.algonquinpower.com) including the details and conditions of the
agreement. Atlantica cannot make any representation regarding an agreement
reached by two third parties.
[2] The term-sheets entered into with Algonquin, AAGES and Abengoa are non-
binding and while the parties have agreed to negotiate in good faith towards a
mutually beneficial outcome, there is no guarantee that the AAGES ROFO and other
agreements will be entered into, or that any assets will be purchased by
Atlantica from Algonquin, AAGES or Abengoa.
[3] These are estimated amounts for the assets that we believe could be offered
to us in the future. The assets actually offered, or their equity value could
differ from our expectation.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Atlantica Yield plc via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 01.11.2017 - 22:11 Uhr
Sprache: Deutsch
News-ID 566282
Anzahl Zeichen: 19252
contact information:
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Kategorie:
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