April 2019 Bonds

Senior Old Money Mandatory Convertible

€ 1,148,126,558


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Convertible bonds 2019
Summary terms and condictions(*) 
Issuer:Abengoa AbenewCo 2 Bis, S.A.U.
Status of the notes:Senior secured convertible obligations of the issuer
Guarantees:Abengoa and some of its subsidiaries as per terms and conditions of the notes
Value per unit:1 Eur / 1 USD
Notional amount EUR:€ 1,148,126,558
Notional amount USD:$562,194,026
Start date:April 26, 2019
Settlement date:5 years from the Issuance Date with the possibility of an extension of up to 5 years (subject to creditors' election).
Coupon(1):1.50% PIK
Coupon frequency:Quarterly
Conversion of the notes:Mandatory conversion at Maturity Date except in certain circumstances under the terms and conditions of the bond. Voluntary conversion in certain circumstances under the terms and conditions of the bond.
Conversion ratio as per terms and conditions of the notes.
Voluntary Redemption at the option of the Noteholders (see T&C, Condition 5 “Redemption of the notes”):Upon the occurrence of certain circumstances such us: (a) a DC Redemption Notice Date; (b) the completion of a Sale Event; (c) any Equity Raise other than an Equity Raise included in paragraphs (b) – (h) of the definition of Permitted Equity Raise; and (d) a Conversion Event of Default.
Voluntary Redemption at the option of the Issuer (see T&C, Condition 5 “Redemption of the notes”):Subject to the Group Intercreditor Agreement, and provided that the New Money Discharge Date has occurred, the Issuer may prepay in cash the whole or any part of any Notes.
Use of Proceeds:Restructuring of financial debt
Repayment schedule:See "Conversion of the notes"
Code:XS1978320882; XS1978321344; XS1978327622; XS1978328190
Listing:Vienna Stock Exchange (MTF)
Commissioner:AgenSynd, S.L.
Paying Agent:The Bank of New York Mellon, London Branch
Calculation Agent:Conv-Ex Advisors Limited
(*) Basic summary. All definitions and complete information included in the Terms and Conditions of the bonds
(1) Cupon of 1.5% PIK until the earlier of March 31, 2021 or the early amortization date of the NM2. After such date the cupon will be 1.5% Pay If You Can (PIYC)

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