BOFA SECURITIES | | | MUFG | | | RBC CAPITAL MARKETS |
BOFA SECURITIES | | | MUFG | | | RBC CAPITAL MARKETS |
• | references to “Adjusted EBITDA” have the meaning set forth in “Presentation of Financial Information—Non-GAAP Financial Measures” in our most recent Annual Report on Form 20-F; |
• | references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation, transmission and distribution utility, or Algonquin Power & Utilities Corp.; together with their respective subsidiaries; |
• | references to “Cash Available For Distribution” or “CAFD” refer to the cash distributions received by the Company from its subsidiaries minus cash expenses of the Company, including debt service and general and administrative expenses; |
• | references to the “Company,” “we,” “us,” “our” and “our Company” refer to Atlantica Sustainable Infrastructure plc and, where the context requires, its direct and indirect subsidiaries; |
• | references to “Mft3” refer to million standard cubic feet; |
• | references to “MW” refer to megawatts; |
• | references to “MWt” refer to thermal megawatts; |
• | references to “O&M” refer to operation and maintenance services provided at our various facilities; |
• | references to “Pemex” refer to Petróleos Mexicanos; |
• | references to “PG&E” refer to PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company collectively; and |
• | all references to “U.S. dollars” or “$”are to the currency of the United States of America. |
• | the condition of the debt and equity capital markets and our ability to borrow additional funds, refinance existing debt and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward; |
• | the ability of our counterparties, including Pemex and Eskom, to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market; |
• | government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws and policies affecting renewable energy; |
• | changes in tax laws and regulations; |
• | risks relating to our activities in areas subject to economic, social and political uncertainties; |
• | our ability to finance and make new investments and acquisitions on favorable terms or to close outstanding acquisitions; |
• | risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully; |
• | potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations; |
• | risks related to our reliance on third-party contractors or suppliers; |
• | risks related to our ability to maintain appropriate insurance over our assets; |
• | risks related to our facilities not performing as expected, unplanned outages, higher than expected operating costs and/ or capital expenditures; |
• | risks related to our exposure in the labor market; |
• | potential issues arising with our employees and our O&M suppliers’ employees including disagreement with employees’ unions and subcontractors; |
• | risks related to extreme and chronic weather events related to climate change could damage our assets or result in significant liabilities and cause an increase in our operation and maintenance costs; |
• | the effects of litigation and other legal proceedings (including bankruptcy) against us, our subsidiaries, our assets and our employees; |
• | price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements; |
• | risks related to information technology systems and cyber-attacks could significantly impact our operations and business; |
• | our electricity generation, our projections thereof and factors affecting production; |
• | our guidance targets or expectations with respect to Adjusted EBITDA derived from low-carbon footprint assets; |
• | our ability to grow organically and investments in new assets; |
• | risks related to our ability to develop renewable projects is subject to construction risks and risks associated with the arrangements with our joint venture partners |
• | risks related to our current or previous relationship with Abengoa, our former largest shareholder and currently one of our operation and maintenance suppliers, including bankruptcy, reputational risk and particularly the potential impact of Abengoa S.A.’s insolvency filing and Abenewco1, S.A.’s potential insolvency filing, as well as litigation risk; |
• | risks related to our relationship with our shareholders, including Algonquin, our major shareholder; |
• | potential impact of the continuance of the COVID-19 pandemic on our business and our off-takers', financial condition, results of operations and cash flows; |
• | reputational and financial damage caused by our off-takers PG&E, Pemex and Eskom; |
• | risks related to the proposed electricity constitutional reform in Mexico and the potential impact on us; |
• | our plans relating to our financings, including refinancing plans; |
• | our plans relating to our “at-the-market program” and the use of proceeds from the offering thereunder; |
• | risks related to recent Russian military actions across Ukraine and the potential actions of other parties that may be involved in such conflict; and |
• | Various other factors, including those discussed in “Risk Factors” beginning on page S-9 of this prospectus supplement and under “Item 3.D—Risk Factors” and “Item 5.A—Operating Results” in our most recent Annual Report on Form 20-F. |
($ in millions) | | | Historical |
Cash | | | |
Cash and Cash Equivalents at Atlantica Sustainable Infrastructure plc, excluding subsidiaries | | | 88.3 |
Total cash at project companies | | | 534.4 |
Consolidated Cash and Cash Equivalents | | | 622.7 |
| | ||
Debt | | | |
Revolving Credit Facility | | | — |
2020 Green Private Placement | | | 327.1 |
Corporate Debt (secured) | | | 327.1 |
Commercial Paper | | | 24.4 |
Local Banks(1) | | | 13.9 |
2020 Note Issuance Facility | | | 155.8 |
2020 Green Exchangeable Notes | | | 104.3 |
2021 Green Senior Notes | | | 394.2 |
Corporate Debt (unsecured) | | | 692.6 |
Accrued Interest | | | 3.5 |
Total Corporate Debt | | | 1,023.1 |
Total Project Debt | | | 5,036.2 |
Total Consolidated Debt | | | 6,059.3 |
| | ||
Equity | | | |
Share Capital | | | 11.2 |
Parent company reserves | | | 1,892.0 |
Other reserves | | | 171.3 |
Accumulated currency translation differences | | | (133.5) |
Accumulated deficit | | | (398.7) |
Total Stockholders’ Equity | | | 1,542.4 |
Non-controlling interest | | | 206.2 |
Total Equity | | | 1,748.6 |
Total Capitalization | | | 7,807.9 |
(1) | Includes the 2017 Credit Facility and the 2020 Bank Loan. |
Assumed public offering price per ordinary share | | | 33.32 |
Net tangible book value per ordinary share as of December 31, 2021 | | | 13.72 |
Increase in net tangible book value per ordinary share, as adjusted, attributable to this offering | | | 0.74 |
As adjusted net tangible book value per ordinary share as of December 31, 2021 | | | 14.45 |
Dilution per ordinary share to purchasers in this offering | | | 18.87 |
SEC filing fee | | | $4,303 |
Legal fees and expenses | | | $468,864 |
Accounting fees and expenses | | | $67,872 |
Printing costs and other | | | $21,389 |
Total | | | $562,428 |
• | our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, as filed with the SEC on February 28, 2022 (File No. 001-36487); |
• | the description of our share capital contained in Exhibit 2.1 on Form 20-F for the fiscal year ended December 31, 2021, as filed with the SEC on February 28, 2022 (File No. 001-36487) and any amendment or reports filed for the purpose of updating such description; |
• | any future annual reports on Form 20-F filed with the SEC prior to the termination of the offering of the securities offered by this prospectus supplement or the expiration of our registration statement; and |
• | any future reports on Form 6-K that we furnish to the SEC prior to termination of this offering that are expressly identified in such reports as being incorporated by reference into this prospectus supplement. |
• | our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, as filed with the SEC on March 1, 2021 (File No. 001-36487); |
• | our Reports on Form 6-K, as filed with the SEC (File No. 001-36487) on March 18, 2021 (relating to the notice of the Company's Annual General Meeting, March 30, 2021 (relating to the sixth amendment to the Revolving Credit Facility) and May 14, 2021 (relating to the final report of the Inspector of Election at the Annual General Meeting of Shareholders of the Company held on May 4, 2021); and |
• | the description of our share capital contained in Exhibit 2.1 on Form 20-F for the fiscal year ended December 31, 2020, as filed with the SEC on March 1, 2021 (File No. 001-36487) and any amendment or reports filed for the purpose of updating such description |
• | the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward; |
• | the ability of our counterparties, including Pemex, to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market; |
• | government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws and policies affecting renewable energy; |
• | changes in tax laws and regulations; |
• | risks relating to our activities in areas subject to economic, social and political uncertainties; |
• | our ability to finance and make new investments and acquisitions on favorable terms or to close outstanding acquisitions; |
• | risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully; |
• | potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations; |
• | risks related to our reliance on third-party contractors or suppliers; |
• | risks related to our ability to maintain appropriate insurance over our assets; |
• | risks related to our exposure in the labor market; |
• | potential issues arising with our operators’ employees including disagreement with employees’ unions and subcontractors; |
• | risks related to extreme weather events related to climate change could damage our assets or result in significant liabilities and cause an increase in our operation and maintenance costs; |
• | the effects of litigation and other legal proceedings (including bankruptcy) against us and our subsidiaries; |
• | price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements; |
• | our electricity generation, our projections thereof and factors affecting production, including those related to the COVID-19 outbreak; |
• | our targets or expectations with respect to Adjusted EBITDA derived from low-carbon footprint assets; |
• | risks related to our relationship with Abengoa, our former largest shareholder and currently one of our operation and maintenance suppliers, including bankruptcy and particularly the potential impact of Abengoa S.A.’s insolvency filing and Abenewco1, S.A.’s potential insolvency filing; |
• | risks related to our relationship with our shareholders, including Algonquin, our major shareholder; |
• | potential impact of the COVID-19 outbreak on our business, financial condition, results of operations and cash flows; |
• | reputational and financial damage caused by our off-taker PG&E and Pemex; |
• | sale of electricity to the Mexican market; |
• | guidance related to amount of Adjusted EBITDA from low carbon footprint assets; and |
• | Various other factors, including those discussed in “Risk Factors” beginning on page 8 of this prospectus and under “Item 3.D—Risk Factors” and “Item 5.A—Operating Results” in our most recent Annual Report on Form 20-F. |
• | the information contained or incorporated by reference into this prospectus; |
• | the information contained or incorporated by reference into any prospectus supplement relating to specific offerings of securities; |
• | the risks described in our most recent Annual Report on Form 20-F for our most recent fiscal year, which is incorporated by reference into this prospectus; and |
• | other risks and other information that may be contained in, or incorporated by reference from, other filings that we make with the SEC. |
| | December 31, | |||||||
| | 2020 | | | 2019 | | | 2018 | |
Shares | | | 106,670,862 | | | 101,601,662 | | | 100,217,260 |
• | in which he or she has an interest of which he or she is not aware or which cannot reasonably be regarded as likely to give rise to a conflict of interest; |
• | in which he has an interest only by virtue of interests in the Company’s shares, debentures or other securities or otherwise in or through the Company; |
• | which involves the giving of any security, guarantee or indemnity to the director or any other person in respect of obligations incurred by him or her or any other person for the benefit of the Company or a debt or other obligation of the Company for which the director has assumed responsibility under a guarantee or indemnity or by the giving of security; |
• | concerning an offer of securities by the Company or any of its subsidiary undertakings in which he or she is or may be entitled to participate as a holder of securities or as an underwriter or sub-underwriter; |
• | concerning any other body corporate, provided that he or she and any connected persons do not own or have a beneficial interest in one percent or more of any class of share capital of such body corporate, or of the voting rights available to the members of such body corporate; |
• | relating to an arrangement for the benefit of employees or former employees which does not award him or her any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates; |
• | concerning the purchase or maintenance of insurance for any liability for the benefit of directors; |
(i) | subject to the provisions of the Companies Act, the shareholder who appointed the relevant director of the Company elects to terminate the office of such director; |
(ii) | the director of the Company becomes prohibited by law or (if applicable) the NASDAQ Rules from acting as a director or ceases to be a director by virtue of any provision of the Companies Act; |
(iii) | the Company has received notice of the director’s resignation or retirement from office and such resignation or retirement from office has taken effect in accordance with its terms; |
(iv) | the director has retired at an annual general meeting in accordance with the Articles; |
(v) | the director has a bankruptcy order made against him/her, compounds with his or her creditors generally or applies to the court for an interim order under the UK Insolvency Act 1986 in connection with a voluntary arrangement under that Act or any analogous event occurs in relation to the director in another country; |
(vi) | an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for the director’s detention or for the appointment of another person (by whatever name called) to exercise powers with respect to the director’s property or affairs; |
(vii) | the director is absent from meetings of the directors for three months without permission and the directors have resolved that the director’s office be vacated; |
(viii) | notice of termination is served or deemed served on the director and that notice is given by a majority of directors for the time being; or |
(ix) | in the case of a director other than the chairman and any director holding an executive office, if the directors resolve to require the director to resign and the director fails to do so within 30 days of notification of such resolution being served or deemed served on the director. |
• | ensure that all members and proxies for members wishing to attend the meeting can do so; |
• | ensure that all persons attending the meeting are able to participate in the business of the meeting and to see and hear anyone else addressing the meeting; |
• | ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and |
• | restrict the numbers of members and proxies at any one location to such number as can safely and conveniently be accommodated there. |
• | the title, initial offering price and principal aggregate amount of the debt securities; |
• | whether the debt securities will be senior, subordinated or junior subordinated; |
• | whether the debt securities will be secured or unsecured; |
• | whether the debt securities are convertible or exchangeable into other securities; |
• | the percentage or percentages of principal amount at which such debt securities will be issued; |
• | authorized denominations; |
• | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest and the right, if any, to extend the maturity of the debt securities, the date or dates from which interest will accrue or the method for determining dates on which interest will accrue, the date or dates on which interest will commence and any regular record date for the interest payable on any interest payment date; |
• | the person to whom any interest on the debt securities will be payable; |
• | the date or dates on which we will pay the principal on the debt securities; |
• | redemption or early repayment provisions; |
• | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; |
• | whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto; |
• | the terms upon which the beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities; |
• | any material covenants applicable to the particular debt securities being issued; |
• | any defaults and events of default applicable to the particular debt securities being issued; |
• | the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination, security and release of the guarantees), if any; |
• | any applicable subordination provisions for any subordinated debt securities; |
• | the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made; |
• | if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined; |
• | the manner in which the amounts of payment of principal of, premium or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index; |
• | any provisions relating to any security provided for the debt securities; |
• | any material United Kingdom and United States federal income tax consequences; |
• | the time period within which, the manner in which and the terms and conditions upon which we or the purchaser of the debt securities can select the payment currency; |
• | the securities exchange(s) on which the securities will be listed, if any; |
• | whether any underwriter(s) will act as market maker(s) for the securities; |
• | the extent to which a secondary market for the securities is expected to develop; |
• | our obligations or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; |
• | provisions relating to covenant defeasance and legal defeasance; |
• | provisions relating to satisfaction and discharge of the indenture; |
• | provisions relating to the modification of the indenture both with and without consent of holders of debt securities issued under the indenture; and |
• | the law that will govern the indenture and debt securities. |
• | the title of such warrants; |
• | the aggregate number of such warrants; |
• | the price or prices at which such warrants will be issued and exercised; the currency or currencies in which the price of such warrants will be payable; |
• | the designation and terms of the securities purchasable upon exercise of such warrants; |
• | the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; |
• | the number or principal amount of securities that may be purchased upon exercise of warrants (including, if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time) and the price at which such securities may be purchased upon exercise; |
• | if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; |
• | if applicable, the date on and after which such warrants and the related securities will be separately transferable; information with respect to book-entry procedures, if any; |
• | any material United Kingdom and United States federal income tax consequences; |
• | the anti-dilution provisions of the warrants, if any; |
• | if applicable, redemption or call provisions; |
• | terms, procedures and limitations relating to the exchange and exercise of such warrants; and |
• | any other material terms of the warrants. |
• | through one or more underwriters or dealers on a firm commitment or agency basis; |
• | through put or call option transactions relating to the securities; |
• | through other broker-dealers (acting as agent or principal); |
• | directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise; |
• | in “at-the-market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; |
• | through agents; or |
• | through a combination of any such methods of sale; or. |
• | through any other method permitted pursuant to applicable law; |
• | the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and other items constituting compensation from us; |
• | the aggregate amount of securities covered by this prospectus being offered and the purchase price thereof, including the proceeds to be received by us, if any; and |
• | additional information as required to be included therein. |
|
|
|
Security
Type
|
|
|
Security
Class Title
|
|
|
Fee
Calculation
|
|
|
Amount
Registered
|
|
|
Proposed
Maximum
Offering
Price Per
Unit
|
|
|
Maximum
Aggregate
Offering
Price(1)
|
|
|
Fee Rate
|
|
|
Amount of
Registration
Fee(1)
|
|
Newly Registered Securities
|
|||||||||||||||||||||||||
Fees to Be Paid
|
|
|
Equity
|
|
|
Ordinary
Shares,
nominal value
$0.10 per shar
|
|
|
457(o) and
457(r)
|
|
|
|
|
|
|
|
|
$150,000,000
|
|
|
$0.0000927
|
|
|
$13,905.00
|
|
|
|
|
Total Offering Amounts
|
|
|
|
|
|
$150,000,000
|
|
|
|
|
|
—
|
||||||||||
|
|
|
Total Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Total Fee Offsets
|
|
|
|
|
|
|
|
|
|
|
|
$9,602
|
||||||||||
|
|
|
Net Fees Due
|
|
|
|
|
|
|
|
|
|
|
|
$4,303
|
||||||||||
(1)
|
Calculated in accordance with Rules 457(o) and 457(r) under the U.S. Securities Act of 1933, as amended. In accordance with Rules 456(b) and
457(r) of the U.S. Securities Act of 1933, as amended, the registrant initially deferred payment of all of the registration fee for Registration Statement No. 333-258395 filed by the registrant on August 3, 2021.
|
|
|
|
Registrant
or Filer
Name
|
|
|
Form or
Filing
Type
|
|
|
File
Number
|
|
|
Initial
Filing
Date
|
|
|
Filing
Date
|
|
|
Fee
Offset
Claimed
|
|
|
Security
Type
associated
with
Fee
Offset
Claimed
|
|
|
Security
Title
associated
with
Fee
Offset
Claimed
|
|
|
Unsold
Securities
associated
with Fee
Offset
Claimed
|
|
|
Unsold
Aggregate
Offering
Amount
associated
with Fee
Offset
Claimed
|
|
|
Fee Paid
with Fee
Offset
Source
|
|
Rule 457(p)
|
||||||||||||||||||||||||||||||||||
Fee Offset Claims
|
|
|
Atlantica
Sustainable
Infrastructure
plc(1)
|
|
|
424(b)(5)
|
|
|
333-258395
|
|
|
August 3, 2021
|
|
|
|
|
|
$9,602(2)
|
|
|
Equity
|
|
|
Ordinary Shares, nominal value $0.10 per share
|
|
|
|
|
|
$88,008,264
|
|
|
|
|
Fee Offset Source
|
|
|
Atlantica Sustainable Infrastructure plc
|
|
|
424(b)(5)
|
|
|
333-258395
|
|
|
August 3, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$16,365
|
|
(1)
|
The registrant, Atlantica Sustainable Infrastructure plc (referred to as the “Company”), has terminated the offering that included the unsold
securities under prospectus supplement filed on August 3, 2021, pursuant to Rule 424(b)(5) in relation to the current Registration Statement (File No. 333-258395).
|
|||||||||||||||||||||||||||||||||
(2)
|
On August 3, 2021, the Company filed a prospectus supplement registering an offering of up to $150,000,000 of ordinary shares (the “Prospectus
Supplement 2021”). In connection with the filing of the Prospectus Supplement 2021, the Company made a contemporaneous fee payment in the amount of $16,365. On February 28, 2022, the Company terminated the offering to which the Prospectus
Supplement 2021 pertained. At the time of such termination, there remained $88,008,264 in aggregate offering amount of unsold securities under the Prospectus Supplement 2021. Under Rule 457(p) of the Securities Act of 1933, as amended, the
Company is offsetting the total filing fee due by $9,602, which represented the portion of the filing fee paid in connection with the Prospectus Supplement 2021 associated with the unsold securities thereunder. As a result of this offset, the
Company makes a fee payment of $4,303 in connection with the Prospectus Supplement filed hereby.
|