Algonquin Power & Utilities Corp. (TSX:AQN) signed a definitive agreement to acquire 25% stake in Atlantica Yield plc (NasdaqGS:ABY) from Abengoa, S.A. (BME:ABG) for approximately $610 million on November 1, 2017. Algonquin Power & Utilities Corp. will acquire the shares of Atlantica Yield plc at $24.25 per share which is subject to certain deductions included in the agreement as well as transaction costs. In addition, earn-out payment of up to $0.6 per-share is payable two years after closing, subject to certain conditions. The acquisition will be partially financed through a concurrent bought deal CAD 500 million ($388.14 million) common equity offering of shares of Algonquin Power & Utilities Corp., and debt or preferred shares issues consistent with the capital of Algonquin Power & Utilities Corp. On November 10, 2017, Algonquin Power closed the bought deal offering including the exercise in full of the underwriters' over-allotment option for CAD 576 million ($447 million).

As part of the agreement, Algonquin Power & Utilities Corp. has the option to acquire the remaining 16.5% of Abengoa's stake in Atlantica Yield under the same conditions and at the same price, subject to the US Department of Energy approval, during a period that expires 60 days following completion of the 25% Sale, as well as a right of first refusal to be exercised during the first quarter of 2018. As a result of the transaction, Algonquin appointed Ian Robertson and Chris Jarratt to the Board of Directors of Atlantica Yield, substituting Joaquin Fernandez de Pierola and Santiago Seage. Santiago Seage will continue serving as Chief Executive Officer of Atlantica Yield.

The transaction is subject to regulatory approvals, approval by Abengoa's creditors and other closing conditions. No shareholder approvals are required. As on December 20, 2017, Abengoa's creditors approved the deal. The transaction is expected to close in the first quarter of 2018. As of March 5, 2018, all conditions precedent related to the agreement have been satisfied or waived and the transaction will be completed by the end of this week. The transaction involves repayment of the debt of approximately $510 million, for Abengoa, in accordance with the financing agreements. The transaction is expected to be immediately accretive to Algonquin Power & Utilities Corp. Raymond James Ltd. and Scotia Capital acted as financial advisors for Algonquin Power & Utilities Corp. while Jim Goettsch, John Crossley, Michael Eason, Chauncey Lane, Teresa Reinking and Mike Fisher of Husch Blackwell LLP and Pinsent Masons acted as legal advisors for Algonquin Power & Utilities Corp. Lazard, CaixaBank and Santander acted as financial advisors for Abengoa. Linklaters served as the legal advisor to Atlantica Yield. Pablo Garcia-Nieto, Ben Ward, Ed Dougherty, Guillermo Uriate, Heidi Gallagher, Miguel Riaño and Paula Pérez Arda y Amparo de Leyva of Herbert Smith acted as legal advisors for Abengoa. Greentech Capital Advisors acted as financial advisor to the Board of Directors of Atlantica Yield. Jim Goettsch, John Crossley, Michael Eason, Chauncey Lane, Teresa Reinking, Mike Fisher, Pablo Garcia-Nieto, Ben Ward, Ed Dougherty, Guillermo Uriate, Heidi Gallagher and Miguel Riaño and Paula Pérez Arda y Amparo de Leyva of Banco Santander, S.A. - London Branch acted as financial advisors for Atlantica Yield.
Santander Global Corporate Banking acts as financial Atlantica Yield plc. Ernst & Young Transaction Advisory Service acted as Financial Advisor to Abengoa, S.A.

Algonquin Power & Utilities Corp. (TSX:AQN) completed the acquisition of 25% stake in Atlantica Yield plc (NasdaqGS:AY) on March 9, 2018.