0001104659-15-048831.txt : 20150630 0001104659-15-048831.hdr.sgml : 20150630 20150630143702 ACCESSION NUMBER: 0001104659-15-048831 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150630 DATE AS OF CHANGE: 20150630 GROUP MEMBERS: ABENGOA CONCESSIONS INVESTMENTS LTD GROUP MEMBERS: ABENGOA CONCESSIONS, S.L. GROUP MEMBERS: ABENGOA SOLAR, S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Abengoa Yield plc CENTRAL INDEX KEY: 0001601072 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88595 FILM NUMBER: 15961097 BUSINESS ADDRESS: STREET 1: GREAT WEST HOUSE (GW1) STREET 2: GREAT WEST ROAD CITY: BRENTFORD, GREATER LONDON STATE: X0 ZIP: TW8 9DF BUSINESS PHONE: 34954937111 MAIL ADDRESS: STREET 1: GREAT WEST HOUSE (GW1) STREET 2: GREAT WEST ROAD CITY: BRENTFORD, GREATER LONDON STATE: X0 ZIP: TW8 9DF FORMER COMPANY: FORMER CONFORMED NAME: Abengoa Yield Ltd DATE OF NAME CHANGE: 20140226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABENGOA, S.A. CENTRAL INDEX KEY: 0001161785 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAMPUS PALMAS ALTAS STREET 2: C/ ENERGIA SOLAR 1 CITY: SEVILLE STATE: U3 ZIP: 41014 BUSINESS PHONE: 34 954 93 71 11 MAIL ADDRESS: STREET 1: CAMPUS PALMAS ALTAS STREET 2: C/ ENERGIA SOLAR 1 CITY: SEVILLE STATE: U3 ZIP: 41014 FORMER COMPANY: FORMER CONFORMED NAME: ABENGOA SA DATE OF NAME CHANGE: 20011102 SC 13D/A 1 a15-14877_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Abengoa Yield plc

(Name of Issuer)

 

Ordinary Shares, nominal value $0.10 per share

(Title of Class of Securities)

 

G00349103

(CUSIP Number)

 

Daniel Alaminos Echarri
Campus Palmas Altas
C/ Energía Solar
41014, Seville, Spain

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

June 29, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1

Names of Reporting Persons:
Abengoa Concessions Investments Limited

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
England and Wales

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
51,153,302*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
51,153,302*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
51,153,302*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13

Percent of Class Represented by Amount in Row (11):
51.04%**

 

 

14

Type of Reporting Person:
CO

 

* See Item 5 of this statement on Schedule 13D.

 

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

 

2


 

 

1

Names of Reporting Persons:
Abengoa Concessions, S.L.

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
Kingdom of Spain

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
51,153,302*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
51,153,302*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
51,153,302*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13

Percent of Class Represented by Amount in Row (11):
51.04%**

 

 

14

Type of Reporting Person:
CO, HC

 

* See Item 5 of this statement on Schedule 13D.

 

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

 

3


 

 

1

Names of Reporting Persons:
Abengoa Solar, S.A.

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
Kingdom of Spain

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
51,153,302*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
51,153,302*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
51,153,302*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13

Percent of Class Represented by Amount in Row (11):
51.04%**

 

 

14

Type of Reporting Person:
CO, HC

 

* See Item 5 of this statement on Schedule 13D.

 

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

 

4


 

 

1

Names of Reporting Persons:
Abengoa, S.A.

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
Kingdom of Spain

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
51,153,302*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
51,153,302*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
51,153,302*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13

Percent of Class Represented by Amount in Row (11):
51.04%**

 

 

14

Type of Reporting Person:
CO, HC

 

* See Item 5 of this statement on Schedule 13D.

 

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

 

5


 

This Amendment No. 1 (“Amendment No. 1”) amends the Statement on Schedule 13D filed on June 24, 2015 (the “Original Schedule 13D”, and as amended, the “Schedule 13D”) and is jointly filed by the Reporting Persons (as defined in the Original Schedule 13D) with respect to the ordinary shares of Abengoa Yield plc, nominal value of $0.10 per share (the “Ordinary Shares”). Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Original Schedule 13D. This Amendment No. 1 amends the Original Schedule 13D as specifically set forth herein.

 

Item 6.                             Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby supplemented as follows:

 

Margin Loan Facility Agreement

 

On June 29, 2015, ACI entered into a Margin Loan Facility Agreement with Bank of America, London Branch (“Bank of America”), and related security documents (collectively, the “Loan Documents”), pursuant to which ACI is entitled to borrow up to $200,000,000 (the “Loan Amount”). Under the terms of the Loan Documents, ACI agreed to pledge and grant a security interest in 14,000,000 Ordinary Shares of the Issuer (the “Pledged Shares”), in favor of Bank of America as security for the Loan Amount. The loan will mature 24 months following the utilization date , but upon the exercise of certain events that are customary for this type of loan, Bank of America may exercise its right to require ACI to pre-pay the Loan Amount, post additional collateral or foreclose on, and dispose of, the Pledged Shares in accordance with the Loan Documents.

 

6


 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 30, 2015

 

 

ABENGOA, S.A.

 

 

 

 

 

 

 

By:

/s/ Santiago Seage Medela

 

 

Name:

Santiago Seage Medela

 

 

Title:

Chief Executive Officer

 

 

 

 

ABENGOA CONCESSIONS, S.L.

 

 

 

 

 

 

 

By:

/s/ Santiago Seage Medela

 

 

Name:

Santiago Seage Medela

 

 

Title:

Chairman of the Board

 

 

 

 

ABENGOA SOLAR, S.A.

 

 

 

 

 

 

 

By:

/s/ Armando Zuluaga Zilberman

 

 

Name:

Armando Zuluaga Zilberman

 

 

Title:

Chief Executive Officer

 

 

 

 

ABENGOA CONCESSIONS INVESTMENTS LIMITED

 

 

 

 

 

 

 

By:

/s/ Santiago Seage Medela

 

 

Name:

Santiago Seage Medela

 

 

Title:

President and Chief Executive Officer

 

7