Announcement • Dec 13
ECP V, LP, managed by Energy Capital Partners, LLC completed the acquisition of Atlantica Sustainable Infrastructure plc (NasdaqGS:AY) from Algonquin Power & Utilities Corp. (TSX:AQN), Liberty (AY Holdings) B.V. and others in a going private transaction.
ECP V, LP, managed by Energy Capital Partners, LLC entered into a scheme of arrangement to acquire Atlantica Sustainable Infrastructure plc (NasdaqGS:AY) from Algonquin Power & Utilities Corp. (TSX:AQN), Liberty (AY Holdings) B.V. and others in a going private transaction for $2.6 billion on May 27, 2024. As per the terms of the transaction, the offer price per share is $22 for 116,159,054 Company Shares. Atlantica Sustainable will be required to pay to offeror, in cash, an amount equal to $26 million, offeror will be required to pay to the Company, in cash, an amount equal to $116 million, if the Transaction Agreement is terminated. Energy Capital Partners has secured committed financing in connection with the Transaction, consisting of a combination of: equity financing in the amount of $1,753.6 million to be provided by certain funds managed by ECP, who have agreed to capitalise Energy Capital Partners subject to the terms and conditions set forth in the Equity Commitment Letter (the “Equity Financing”); and debt financing to be provided by Banco Santander S.A., Barclays Bank plc, Goldman Sachs Bank USA, ING Capital LLC, Morgan Stanley Senior Funding, Inc, and MUFG Bank, Ltd., subject to the terms and conditions set forth in the Debt Commitment Letter. The Debt Commitment Letter provides for 364-day senior secured bridge loan facilities consisting of (a) a senior secured first lien term loan facility denominated in USD in an aggregate principal amount equal to $1,500 million (the “USD Initial Term Facility”); (b) a senior secured first lien delayed draw term loan facility denominated in USD in an aggregate principal amount to be determined by Bidco in its sole discretion, which shall reduce the USD Initial Term Facility on a dollar-for-dollar basis (the “USD DDTL Facility”); (c) a senior secured first lien term loan facility denominated in EUR in an aggregate principal amount equal to €500 million ($544.95 million) (the “EUR Initial Term Facility”); (d) a senior secured first lien delayed draw term loan facility denominated in EUR in an aggregate principal amount to be determined by Bidco in its sole discretion, which shall reduce the EUR Initial Term Facility on a euro-for-euro basis (the “EUR DDTL Facility”); and (e) a $450 million multi-currency senior secured (collectively, the “Debt Financing”). The Transaction is to be completed pursuant to a scheme of arrangement under the Companies Act 2006 of the United Kingdom.
The transaction is subject to, among other conditions, approval by Atlantica’s shareholders of the Scheme, sanction of the transaction by the High Court of Justice of England and Wales, and regulatory approvals in different jurisdictions, including clearance under the Hart-Scott-Rodino Act, by the Committee on Foreign Investment in the United States and by the Federal Energy Regulatory Commission in the United States. Atlantica Sustainable Infrastructure board has unanimously recommended the transaction. The transaction is expected to close in the fourth quarter of 2024 or early first quarter of 2025. Upon the completion of the transaction, Atlantica will become a privately held company and its shares will no longer be listed on any public market. The Atlantica shareholder meeting for the Transaction will be held in London, UK, on August 8, 2024. On July 31, 2024, the Board of Directors of Atlantica approved a dividend of $0.445 per share. This dividend is expected to be paid on September 16, 2024, to shareholders of record as of August 30, 2024. As of August 8, 2024, Atlantica Sustainable announced that it has completed the requisite meetings of its shareholders to approve its acquisition by Energy Capital Partners and a group of co investors. Based upon the preliminary results of these meetings, the Transaction received all requisite approvals of the Company’s shareholders. Atlantica will publish the final voting results of the meetings in the coming days. The Transaction is still subject to, among other conditions. As of October 25, 2024, All regulatory approvals required in connection with Transaction including clearance by the Committee on Foreign Investment in the United States and by the Federal Energy Regulatory Commission in the United States were received. As of November 4, 2024, the transaction is expected to complete on December 12, 2024. As of December 10, 2024, Closing of the Transaction will become effective upon the Court Order being delivered to the Registrar of Companies in England and Wales, which is expected to occur on December 12, 2024. As of December 10, 2024, the High Court of Justice of England and Wales (the “Court”) has sanctioned the scheme of arrangement providing for the proposed acquisition of the Company by California Buyer Limited (“Bidco”), a vehicle controlled by funds managed by Energy Capital Partners (“ECP”) and which includes a large group of institutional co-investors (the “Transaction”), at a hearing held earlier today. Subject to closing of the Transaction, the last day of trading in the Company’s ordinary shares (the “Company Shares”) on Nasdaq is expected to be December 11, 2024, with trading in the Company Shares on Nasdaq being permanently suspended by 8.00 a.m. (Eastern Time) on December 13, 2024.
Citi provided the fairness opinion and acted as financial advisor and Lorenzo Corte, Sarah Knapp, Alejandro Ascencio, Ani Kusheva of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor to Atlantica. David Kurzweil, Simon Tysoe, Douglas Abernethy, Jeffrey Greenberg and Patrick Shannon of Latham & Watkins LLP acted as legal advisors to Energy Capital Partners. J.P. Morgan Securities LLC acted as financial advisor and Michael J. Aiello, David Avery-Gee, Matthew J. Gilroy, Naomi Munz, Devon Bodoh and Ariel Fliman of Weil of Gotshal & Manges LLP acted as legal advisors to Algonquin Power & Utilities Corp. and Liberty (AY Holdings) B.V. Morgan Stanley & Co. LLC and Barclays Capital Inc. acted as financial advisor to Energy Capital Partners, LLC. Atlantica has retained Georgeson LLC, a proxy solicitation firm, to assist the Atlantica Directors in the solicitation of proxies for the Court Meeting and the General Meeting. Atlantica expects to pay Georgeson LLC approximately $30,000 plus reimbursement of out-of-pocket expenses. Cede & Company is Depository for Atlantica and Computershare Trust Company, National Association acted as its Transfer Agent.
ECP V, LP, managed by Energy Capital Partners, LLC completed the acquisition of Atlantica Sustainable Infrastructure plc (NasdaqGS:AY) from Algonquin Power & Utilities Corp. (TSX:AQN), Liberty (AY Holdings) B.V. and others in a going private transaction on December 12, 2024. As of December 12, 2024, the court order relating to the sanction of the Scheme was delivered to the Registrar of Companies in England and Wales. Accordingly, effective as of December 12, 2024 (the “Closing Date”), the Scheme has become effective in accordance with its terms and the Transaction has closed.