The accounting of the corporate framework created in Luxembourg for the first rescue of Abengoa , the one carried out in 2017, the content of which has been disclosed by this newspaper, shows that the Sevillian listed company barely received operating liquidity, contrary to what the company had stated in various communications before the stock market regulator in Spain, the National Securities Market Commission ( CNMV ). However, the documentation of this financial restructuring sent to the United States stock market authority, the Securities and Exchange Commission ( SEC ), never contained that promise of liquidity that was made to investors in Spain, which did not come true either.
It is not the only relevant omission of information before the CNMV, because the existence of the Dutch foundation that crowned the corporate structure created for that financial restructuring of 2017, Stichting Seville , did appear in the communications to the SEC but it was never reported to the Spanish stock market regulator.
The first presentation of the financial restructuring was sent by Abengoa on February 16, 2016, according to the rescue plan prepared by the consulting firm Alvarez & Marsal . It announced an injection of new money of between 1,500 and 1,800 million euros, with cash needs of 826 million for 2016 and 304 million for 2017.
On August 16, 2016, Abengoa submitted to the Spanish stock market authority the presentation of an updated viability plan, which contained the terms of the financial restructuring.
In it, on page 19, it is stated that the different items of new money. And specifically, within the distribution of the two tranches of New Money 1, a financial injection of 945.1 million is expected, broken down into the refinancing of pre-existing debts for 410.9 million (175.5 million to refinance the contribution March plus 129.4 million from the TCI credit line –in tranche A– and another 106 million –in tranche B– to refinance the interim contribution of December 2015), costs and commissions amounting to 54.9 million (with three concepts for 50.3, 2.5 and 2.1 million), a liquidity account to develop the Mexican A3T project (Escrow account A3T), for a value of 220 million euros and the delivery of 259, €2 million for liquidity for operational purposes.
(This amount of liquidity was further reduced, even taking into account the US$69,091,762.40 of liquidity advanced to Abengoa within the interim financing of September 2016, according to the plan document prepared by the advisor to the main creditors Houlihan Lokey , which was never communicated to the market, but is recorded in the documentation of the lawsuit filed against the council chaired by Gonzalo Urquijo Fernandez de Araoz and made up of Manuel Castro Aladro , Jose Luis del Valle Doblado , Jose Wahnon Levy , Ramon Sotomayor Jauregui , P Ilar Cavero Mestre and Josep Pique Camps. Although the total of 945.1 million was maintained, the breakdown became 488.3 million to refinance pre-existing debts, 122.8 million euros for costs and commissions, 221.8 million euros for the A3T Escrow account and only 112.2 million euros of liquidity for operating purposes).
On February 14, 2017, without detailing any amount, Abengoa informs the CNMV that it has adapted “the new money financing disbursement mechanism”, but maintains that these applied changes are made “while maintaining the initial structure of the operation”.
But the terms of the operation are very different when they were communicated a month and a half later, on March 28, 2017, before the SEC, which was mandatory because this financial restructuring affected the US listed company.Atlantica Yield .
The document sent to the SEC, in Item 3, indicates: “In accordance with the terms of the Terms and Conditions Agreement, certain subsidiaries of Abengoa are authorized to borrow up to 926,300,179.49 dollars and 106,000,000 euros (the New Money)”, referring to New Money 1 and New Money 3.
And in Item 4 it indicates: “Abengoa used the New Money to, first, repay the amounts owed to the lenders under the guaranteed term line of credit contract of September 18, 2016, the financing contract of September 23 of 2015, the credit agreement of December 24, 2015 and the credit line agreement of March 21, 2016 (interim financing); second, for the development of its Mexican A3T project, and, third, to pay commissions, costs and expenses related to the restructuring of the Abengoa group”.
Thus, the promise of 259.2 million operating liquidity disappears completely, which was already very scarce compared to the needs that Abengoa had.
The annual accounts of the Luxembourg companies ABG Orphan Holdco(outside the group but which was the one that received the new money in tranches 1 and 3), ACIL Luxco 1 and 2 and A3T Luxco 1 and 2 , show that the operation was carried out as it was counted in the SEC, with hardly any liquidity operating, and with commission and interest costs that exceeded 400 million euros.
