Core Insights - Statkraft has signed an agreement to sell its Canadian renewables portfolio, Enerfín Canada, to Atlantica Sustainable Infrastructure Ltd, which includes a skilled team, operating wind farms, and a development portfolio [1][2] - The transaction encompasses two operating wind farms with a total installed capacity of 236 MW and a development portfolio of six wind and solar projects totaling 0.8 GW [2] - The sale marks the completion of Statkraft's planned divestments of its Enerfín portfolio outside its core markets, which has been delayed due to global uncertainties [4] Company Overview - Statkraft is a leading international hydropower company and Europe's largest generator of renewable energy, with operations in hydropower, wind power, solar power, gas-fired power, and district heating [5] - The company has approximately 7,000 employees across more than 20 countries [5] Transaction Details - The closing of the transaction is expected before the end of 2025, with no further details disclosed about the transaction [2] - Statkraft's acquisition of the Canadian renewables portfolio was part of a larger Enerfín transaction completed in May 2024, which significantly strengthened its position in Spain and Brazil [3]

Group 1 - Renewable energy stocks, particularly yieldcos, have experienced a significant pullback recently due to political changes following the November elections, where Republicans gained control of both Congress and the White House [1] - The Republican platform emphasizes increasing fossil fuel production, which may negatively impact the renewable energy sector [1] Group 2 - The investment service High Yield Investor (HYI) is noted for its rapid growth and high ratings, attracting members seeking high-yield investment strategies [2] - HYI offers a free trial, allowing potential members to explore its services without financial commitment [2] Group 3 - Members of HYI express satisfaction with the service, highlighting its comprehensive research and unique investment ideas that differ from common high-yield stock promotions [4] - The service is recognized for focusing on quality and growth potential rather than unsustainable yield chasing, which has harmed many investors [4]

Core Viewpoint - Atlantica Sustainable Infrastructure reported quarterly earnings of $0.14 per share, missing the Zacks Consensus Estimate of $0.32 per share, representing a -56.25% earnings surprise [1] - The company posted revenues of $347.55 million for the quarter ended September 2024, exceeding the Zacks Consensus Estimate by 6.94% and showing an increase from $303.96 million year-over-year [2] Financial Performance - The company has surpassed consensus EPS estimates two times over the last four quarters [2] - The earnings report indicates a decline in earnings from $0.18 per share a year ago [1] - The current consensus EPS estimate for the upcoming quarter is -$0.12 on revenues of $247 million, and for the current fiscal year, it is $0.28 on revenues of $1.14 billion [7] Market Performance - Atlantica Sustainable Infrastructure shares have increased by approximately 2.8% since the beginning of the year, while the S&P 500 has gained 25.5% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Outlook - The Alternative Energy - Other industry, to which Atlantica belongs, is currently ranked in the bottom 36% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact the stock's performance [5]

PART I – FINANCIAL INFORMATION [Financial Statements](index=10&type=section&id=Item%201%20Financial%20Statements) This section presents the unaudited consolidated interim financial statements for the nine-month periods ended September 30, 2024 and 2023, including key financial positions, profit or loss, and cash flows, with 23 detailed notes Consolidated Statement of Financial Position (Abridged) | Metric | As of Sep 30, 2024 (in thousands USD) | As of Dec 31, 2023 (in thousands USD) | | :--- | :--- | :--- | | **Total Assets** | **8,590,434** | **8,714,333** | | Total Non-current assets | 7,553,776 | 7,732,151 | | Total Current assets | 1,036,658 | 982,182 | | **Total Equity and Liabilities** | **8,590,434** | **8,714,333** | | Total Equity | 1,444,791 | 1,588,809 | | Total Liabilities | 7,145,643 | 7,125,524 | Consolidated Statement of Profit or Loss (Abridged) | Metric | Nine Months Ended Sep 30, 2024 (in thousands USD) | Nine Months Ended Sep 30, 2023 (in thousands USD) | | :--- | :--- | :--- | | Revenue | 918,744 | 858,583 | | Operating Profit | 307,665 | 291,502 | | Profit for the period | 39,158 | 48,896 | | **Profit attributable to the Company** | **32,676** | **46,050** | | Basic Earnings Per Share (USD) | 0.28 | 0.40 | | Diluted Earnings Per Share (USD) | 0.28 | 0.40 | Consolidated Statement of Cash Flows (Abridged) | Metric | Nine Months Ended Sep 30, 2024 (in thousands USD) | Nine Months Ended Sep 30, 2023 (in thousands USD) | | :--- | :--- | :--- | | Net cash provided by operating activities | 311,808 | 333,822 | | Net cash used in investing activities | (135,581) | (24,566) | | Net cash used in financing activities | (192,193) | (309,948) | | **Net decrease in cash and cash equivalents** | **(15,966)** | **(692)** | [Note 1: Nature of the Business](index=18&type=section&id=Note%201.%20-%20Nature%20of%20the%20business) This note details the company's sustainable infrastructure operations, recent asset acquisitions, and the pending **$22 per share** acquisition by Energy Capital Partners, alongside a debt default on Chile PV 2 - A definitive agreement was signed on May 27, 2024, for Bidco, controlled by Energy Capital Partners, to acquire 100% of Atlantica for **$22 per share**. The transaction is expected to close on **December 12, 2024**, after which Atlantica will become a private company[39](index=39&type=chunk)[40](index=40&type=chunk) - In March 2024, the company acquired two wind assets in the UK (UK Wind 1 & 2) with a combined capacity of **32 MW** for approximately **$66 million**[42](index=42&type=chunk) - In April 2024, the company acquired the Imperial project, a **100 MW** PV + storage project in California, from Algonquin. The total investment is expected to be between **$320 million** and **$340 million**[43](index=43&type=chunk) - The project debt of Chile PV 2 is under an event of default as of September 30, 2024, due to low electricity prices in Chile. The **$23 million** debt has been classified as current[56](index=56&type=chunk) [Note 4: Financial Information by Segment](index=23&type=section&id=Note%204.%20-%20Financial%20information%20by%20segment) This note details financial performance by geography and business sector, showing North America and EMEA as top contributors and renewable energy as the dominant sector Revenue and Adjusted EBITDA by Geography (Nine Months Ended Sep 30) | Geography | Revenue 2024 (M USD) | Revenue 2023 (M USD) | Adj. EBITDA 2024 (M USD) | Adj. EBITDA 2023 (M USD) | | :--- | :--- | :--- | :--- | :--- | | North America | 372.1 | 338.7 | 279.7 | 260.7 | | South America | 140.8 | 140.3 | 108.4 | 112.0 | | EMEA | 405.8 | 379.6 | 269.4 | 254.5 | | **Total** | **918.7** | **858.6** | **657.5** | **627.3** | Revenue and Adjusted EBITDA by Business Sector (Nine Months Ended Sep 30) | Business Sector | Revenue 2024 (M USD) | Revenue 2023 (M USD) | Adj. EBITDA 2024 (M USD) | Adj. EBITDA 2023 (M USD) | | :--- | :--- | :--- | :--- | :--- | | Renewable energy | 675.7 | 640.1 | 476.9 | 460.4 | | Efficient natural gas & heat | 107.3 | 85.0 | 79.5 | 66.5 | | Transmission lines | 92.7 | 91.8 | 74.6 | 73.3 | | Water | 43.0 | 41.7 | 26.5 | 27.1 | | **Total** | **918.7** | **858.6** | **657.5** | **627.3** | [Note 14: Equity](index=35&type=section&id=Note%2014.%20-%20Equity) This note details equity changes, highlighting Algonquin's **42.2%** stake and the payment of three quarterly dividends totaling approximately **$155.1 million** - Algonquin Power & Utilities Corp. is the largest shareholder, owning **42.2%** of the company's shares as of September 30, 2024[134](index=134&type=chunk) Dividends Paid to Company Shareholders in 2024 | Declaration Date | Payment Date | Dividend per Share (USD) | Total Amount (M USD) | | :--- | :--- | :--- | :--- | | Feb 29, 2024 | Mar 22, 2024 | $0.445 | $51.7 | | May 7, 2024 | Jun 14, 2024 | $0.445 | $51.7 | | Jul 31, 2024 | Sep 16, 2024 | $0.445 | $51.7 | [Note 15: Corporate Debt](index=37&type=section&id=Note%2015.%20-%20Corporate%20debt) This note outlines the corporate debt structure, totaling **$1.205 billion** as of September 30, 2024, and notes potential change of control triggers from the pending Bidco acquisition Corporate Debt Breakdown | Metric | As of Sep 30, 2024 (in thousands USD) | As of Dec 31, 2023 (in thousands USD) | | :--- | :--- | :--- | | Non-current | 1,002,727 | 1,050,816 | | Current | 201,889 | 34,022 | | **Total Corporate Debt** | **1,204,616** | **1,084,838** | - As of September 30, 2024, **$115 million** was drawn from the **$450 million** Revolving Credit Facility, with **$301 million** available[146](index=146&type=chunk) - The pending acquisition by Bidco may trigger change of control provisions, which could require offers to repurchase certain notes and would constitute an event of default under the Revolving Credit Facility without lender consent[155](index=155&type=chunk) [Note 16: Project Debt](index=40&type=section&id=Note%2016.%20-%20Project%20debt) This note details non-recourse project debt, totaling **$4.248 billion** as of September 30, 2024, and highlights the ongoing default of Chile PV 2's **$23 million** debt Project Debt Breakdown | Metric | As of Sep 30, 2024 (in thousands USD) | As of Dec 31, 2023 (in thousands USD) | | :--- | :--- | :--- | | Non-current | 3,852,892 | 3,931,873 | | Current | 395,451 | 387,387 | | **Total Project Debt** | **4,248,343** | **4,319,260** | - Due to low electricity prices in Chile, the project debt of Chile PV 2 (**$23 million**) is under an event of default and has been classified as current. The default for Chile PV 1 was waived as part of a restructuring[162](index=162&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of financial results, highlighting **7.0%** revenue growth to **$918.7 million** and **4.8%** Adjusted EBITDA growth to **$657.5 million**, alongside liquidity and capital resources [Recent Developments and Investments](index=44&type=section&id=Recent%20Developments%20and%20Investments) This section highlights the pending ECP acquisition, asset divestitures, new operational assets in Colombia and Peru, and significant new investments including Imperial solar+storage and UK wind farms - The acquisition by Bidco (controlled by Energy Capital Partners) is pending court sanction on **December 10, 2024**, with closing expected two business days later[199](index=199&type=chunk) - The company sold its interest in the Monterrey asset for **$41.2 million** plus a potential earn-out and its interest in AYES Canada (Amherst Island) for **$2 million**[200](index=200&type=chunk)[201](index=201&type=chunk) Assets Under Construction | Asset | Type | Location | Capacity (gross) | Expected COD | Expected Investment ($ million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Coso Batteries 1 | Battery Storage | California, US | 100 MWh | 2025 | 40-50 | | Coso Batteries 2 | Battery Storage | California, US | 80 MWh | 2025 | 35-45 | | Chile PMGD | Solar PV | Chile | 53 MW | 2024-2025 | 33 | | Chile PV 3 Expansion | Battery Storage | Chile | 142 MWh | 2024 | 14-15 | | ATS Expansion 1 | Transmission Line | Peru | n.a. (substation) | 2025 | 31 | | Apulo 1 | Solar PV | Colombia | 10 MW | 2024 | 5.5 | | Caparacena | Solar PV | Spain | 22 MW | 2026 | 10-12 | [Results of Operations Analysis (Nine Months 2024 vs 2023)](index=55&type=section&id=Results%20of%20Operations%20Analysis%20(Nine%20Months%202024%20vs%202023)) Revenue increased **7.0%** to **$918.7 million** and operating profit rose **5.6%** to **$307.7 million**, but profit attributable to the company decreased **29.1%** to **$32.7 million** due to higher income tax Consolidated Results of Operations (Nine Months Ended Sep 30) | Metric (in millions USD) | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Revenue | 918.7 | 858.6 | 7.0% | | Operating profit | 307.7 | 291.5 | 5.6% | | Financial expense, net | (254.7) | (237.9) | 7.1% | | Profit before income tax | 68.1 | 60.5 | 12.6% | | Income tax | (28.9) | (11.6) | 149.1% | | **Profit for the period attributable to the company** | **32.7** | **46.1** | **(29.1)%** | - Revenue in Spain increased mostly due to a higher reversal of the accounting provision related to the electricity price adjustment mechanism[275](index=275&type=chunk) - Depreciation, amortization and impairment charges increased by **4.8%**, mainly due to an impairment of **$11.4 million** recorded in the Chile PMGD project[280](index=280&type=chunk) - Other operating expenses increased **22.7%**, driven by higher O&M costs at ACT and Kaxu, reinstatement of an electricity sales tax in Spain, and **$5.7 million** in transaction costs related to the Bidco acquisition[282](index=282&type=chunk)[283](index=283&type=chunk) [Liquidity and Capital Resources](index=66&type=section&id=Liquidity%20and%20Capital%20Resources) Corporate liquidity totaled **$320.3 million** as of September 30, 2024, comprising **$19.0 million** cash and **$301.3 million** RCF availability, with management deeming it adequate despite a recent **BB-** credit rating downgrade Corporate Liquidity Position (in millions USD) | Component | As of Sep 30, 2024 | As of Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents at corporate level | 19.0 | 33.0 | | Revolving Credit Facility availability | 301.3 | 378.1 | | **Total Corporate Liquidity** | **320.3** | **411.1** | - On November 14, 2024, the Board of Directors approved a dividend of **$0.2225 per share**, expected to be paid on **December 12, 2024**[368](index=368&type=chunk) - In connection with the proposed acquisition by Bidco, S&P and Fitch downgraded Atlantica's corporate rating to **BB-** based on the proposed new capital structure[329](index=329&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=73&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details market risks including foreign exchange, interest rate, credit, liquidity, and electricity price, and outlines mitigation strategies such as hedging and diversification - **Foreign Exchange Risk:** The company hedges **100%** of its net euro and British pound exposure for the next 12 months and **75%** for the following 12 months on a rolling basis using currency options[386](index=386&type=chunk) - **Interest Rate Risk:** Approximately **91%** of consolidated debt has fixed rates or is hedged. A hypothetical **25 basis point** rise in EURIBOR and SOFR would result in a net loss of **$0.9 million** in the income statement[388](index=388&type=chunk) - **Credit Risk:** Key counterparty risks include Eskom in South Africa (guaranteed by the government) and Pemex in Mexico, where collection delays have been experienced. Risk is managed through diversification and proactive client dialogue[390](index=390&type=chunk) - **Electricity Price Risk:** Exposure is limited, with merchant assets representing less than **2%** of Adjusted EBITDA. However, low prices in Chile have caused a debt default for the Chile PV 2 project[391](index=391&type=chunk) [Controls and Procedures](index=78&type=section&id=Item%204%20Controls%20and%20Procedures) This section is explicitly stated as not applicable for the current filing - This section is not applicable for this Form 6-K filing[394](index=394&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=78&type=section&id=Item%201%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, including a **$35 million** insurance claim and lawsuits related to the 2021 Texas winter storm, with no material adverse effect expected - The company has a maximum theoretical exposure of approximately **$35 million** related to an insurance company claim covering certain former Abengoa obligations in Mexico[394](index=394&type=chunk) - A project company, Post Oak Wind, LLC (owner of Lone Star II), is a defendant among over 230 generators in lawsuits related to the February 2021 winter storm in Texas[395](index=395&type=chunk) [Risk Factors](index=78&type=section&id=Item%201A%20Risk%20Factors) This section states no new or updated risk factors are presented, directing readers to the Annual Report for comprehensive details - No new risk factors are presented in this report[398](index=398&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=78&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered equity sales, use of proceeds from registered securities, or issuer equity purchases during the period - No unregistered sales of equity securities or related activities are reported for the period[399](index=399&type=chunk)[400](index=400&type=chunk)[401](index=401&type=chunk) [Defaults upon Senior Securities](index=78&type=section&id=Item%203%20Defaults%20upon%20Senior%20Securities) This section indicates that no defaults upon senior securities have occurred - No defaults upon senior securities are reported[402](index=402&type=chunk) [Mine Safety Disclosures](index=79&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This section is explicitly stated as not applicable to the company's business - This section is not applicable to the company's business[404](index=404&type=chunk) [Other Information](index=79&type=section&id=Item%205%20Other%20Information) This section indicates that no other information is provided - No other information is provided in this section[405](index=405&type=chunk) [Exhibits](index=79&type=section&id=Item%206%20Exhibits) This section indicates that no exhibits are filed with this report - No exhibits are filed with this report[406](index=406&type=chunk)

Core Insights - During market turbulence, investors often seek dividend-yielding stocks, which typically have high free cash flows and offer substantial dividends [1] Group 1: Atlantica Sustainable Infrastructure plc (AY) - Dividend Yield is 8.09% [2] - Analyst Angie Storozynski downgraded the stock from Buy to Neutral with an accuracy rate of 73% [2] - BMO Capital analyst James Thalacker maintained a Market Perform rating and raised the price target from $20 to $23, with an accuracy rate of 74% [2] - Recent quarterly sales exceeded expectations as reported on Aug. 1 [2] Group 2: Clearway Energy, Inc. (CWEN) - Dividend Yield is 5.56% [3] - Jefferies analyst Julien Dumoulin-Smith initiated coverage with a Buy rating and a price target of $35, having an accuracy rate of 69% [3] - Morgan Stanley analyst Robert Kad upgraded the stock from Equal-Weight to Overweight, increasing the price target from $25 to $36, with an accuracy rate of 80% [3] - The company reported a decline in second-quarter sales on Aug. 1 [3] Group 3: Spire Inc. (SR) - Dividend Yield is 4.55% [4] - Stifel analyst Selman Akyol maintained a Hold rating and raised the price target from $64 to $70, with an accuracy rate of 71% [4] - Mizuho analyst Gabriel Moreen downgraded the stock from Buy to Neutral, cutting the price target from $64 to $62, with an accuracy rate of 76% [4] - Spire reported better-than-expected quarterly results on July 31 [4]

Company Performance - Atlantica Sustainable Infrastructure reported quarterly earnings of $0.18 per share, missing the Zacks Consensus Estimate of $0.24 per share, and down from $0.31 per share a year ago, representing an earnings surprise of -25% [1] - The company posted revenues of $328.26 million for the quarter ended June 2024, surpassing the Zacks Consensus Estimate by 4.19%, and up from $312.11 million year-over-year [1] - Over the last four quarters, Atlantica has surpassed consensus EPS estimates two times and revenue estimates two times [1] Market Performance - Since the beginning of the year, Atlantica Sustainable Infrastructure shares have added about 2.8%, compared to the S&P 500's gain of 15.8% [2] - The current Zacks Rank for the stock is 3 (Hold), indicating expected performance in line with the market in the near future [4] Earnings Outlook - The current consensus EPS estimate for the coming quarter is $0.28 on revenues of $324.03 million, and for the current fiscal year, it is $0.46 on revenues of $1.14 billion [4] - The trend for estimate revisions ahead of the earnings release was mixed, and future changes in estimates will be monitored closely [4] Industry Context - The Alternative Energy - Other industry, to which Atlantica belongs, is currently in the bottom 22% of over 250 Zacks industries, indicating potential challenges for stock performance [5] - Another company in the same industry, Crescent Energy, is expected to report quarterly earnings of $0.26 per share, reflecting a year-over-year change of +73.3% [5][6]

[Transaction Agreement](index=1&type=section&id=Transaction%20Agreement) [Preamble and Recitals](index=5&type=section&id=Preamble%20and%20Recitals) This section outlines the agreement for California Buyer Limited to acquire Atlantica Sustainable Infrastructure plc for **$22.00 per share** via a Scheme of Arrangement - California Buyer Limited ('Bidco') agrees to acquire the entire issued share capital of Atlantica Sustainable Infrastructure plc ('the Company')[7](index=7&type=chunk)[8](index=8&type=chunk) Acquisition Terms Overview | Term | Details | | :--- | :--- | | **Acquisition Price** | $22.00 per share in cash | | **Transaction Structure** | Scheme of Arrangement under UK law | | **Regulatory Note** | The UK Takeover Code does not apply to this transaction | | **Board Approvals** | The Company Board unanimously recommends the transaction; the Bidco Board has approved it | | **Support** | The deal is backed by a limited guaranty and voting support agreements from Algonquin Power & Utilities Corp. (AQN) and Company directors | [Article I: The Transaction](index=6&type=section&id=ARTICLE%20I%20THE%20TRANSACTION) [The Transaction](index=6&type=section&id=Section%201.1%20The%20Transaction) At the Effective Time, Bidco will acquire all Scheme Shares with full title guarantee, free from liens, and including all associated rights - Upon the Scheme of Arrangement becoming effective, Bidco will acquire all Scheme Shares with full title guarantee and free from all liens, including all attached rights like voting and dividends[10](index=10&type=chunk) [Closing](index=6&type=section&id=Section%201.2%20Closing) The transaction closing will occur promptly after all conditions are met, subject to a 90-day minimum and potential regulatory delays - The closing is scheduled to happen within two business days after all conditions are satisfied or waived[11](index=11&type=chunk) - A minimum **90-day period** from the agreement date is required before closing can occur, unless Bidco consents otherwise[11](index=11&type=chunk) - Closing may be postponed past **November 27, 2024**, if specific consents and approvals are not secured[11](index=11&type=chunk) [Delivery of Court Order](index=6&type=section&id=Section%201.3%20Delivery%20of%20Court%20Order) On the Closing Date, the Company must deliver the Court Order sanctioning the Scheme to the Registrar of Companies, making it effective - The Company must deliver the Court Order to the Registrar of Companies on the Closing Date, at which point the Scheme of Arrangement becomes effective[12](index=12&type=chunk) [Article II: Transfer of Scheme Shares](index=6&type=section&id=ARTICLE%20II%20TRANSFER%20OF%20SCHEME%20SHARES) [Transfer of Scheme Shares](index=6&type=section&id=Section%202.1%20Transfer%20of%20Scheme%20Shares) At the Effective Time, Scheme Shares transfer to Bidco for the Per Share Consideration, with payments dispatched within **14 days** - At the Effective Time, shareholders will lose rights to their shares except for the right to receive the Per Share Consideration[13](index=13&type=chunk) - Bidco will appoint a Paying Agent and fund the 'Company Payment Fund' to pay shareholders, with payments made within **14 days** of the Effective Time[15](index=15&type=chunk) [Company Employee Incentives](index=7&type=section&id=Section%202.3%20Company%20Employee%20Incentives) This section details the cash conversion of employee equity awards, including vesting of Share Options and RSUs, and payment of the Strategic Review Bonus - Outstanding Company Share Options will vest and be canceled for a cash payment equal to the difference between the **$22.00 Per Share Consideration** and the option's exercise price, with no payment for out-of-the-money options[19](index=19&type=chunk) - Outstanding Company RSUs will vest and be canceled for a cash payment equal to the Per Share Consideration plus a Dividend Equivalent Amount[21](index=21&type=chunk) - The completion of the transaction will trigger the payment of the Strategic Review Bonus to eligible recipients[24](index=24&type=chunk) [Withholding Rights](index=8&type=section&id=Section%202.4%20Withholding%20Rights) All parties are entitled to deduct and withhold required taxes from all payments, including Per Share Consideration and employee incentives - The agreement permits the withholding of applicable taxes from all consideration payments, including those for shares, options, and RSUs[25](index=25&type=chunk) [Company and Bidco Actions Prior to and at the Closing](index=9&type=section&id=Section%202.5%20Company%20and%20Bidco%20Actions%20Prior%20to%20and%20at%20the%20Closing) This section outlines the process for transitioning the Company's board of directors, with Bidco designating resignations and replacements - Bidco will designate which directors of the Company and its subsidiaries are to resign at closing and who will be appointed as replacements[27](index=27&type=chunk) - The Company is required to procure the resignations and appointments as requested by Bidco, effective at the closing[27](index=27&type=chunk)[28](index=28&type=chunk) [Article III: Implementation of the Scheme of Arrangement](index=9&type=section&id=ARTICLE%20III%20IMPLEMENTATION%20OF%20THE%20SCHEME%20OF%20ARRANGEMENT) [Responsibilities of the Company](index=9&type=section&id=Section%203.1%20Responsibilities%20of%20the%20Company%20in%20Respect%20of%20the%20Scheme%20of%20Arrangement%20and%20Company%20Shareholder%20Meetings) The Company must use reasonable best efforts to implement the Scheme of Arrangement, including preparing documentation, seeking court sanction, and securing shareholder approvals - The Company must prepare and deliver a draft of the Scheme Circular to Bidco within **15 business days** of the agreement date[29](index=29&type=chunk) - The Company is required to convene and hold the Scheme Meeting and the Company General Meeting (GM) to obtain shareholder approvals[32](index=32&type=chunk) - Following shareholder approval, the Company must take all necessary steps to seek the sanction of the Court for the Scheme of Arrangement[33](index=33&type=chunk) [Responsibilities of Bidco](index=12&type=section&id=Section%203.2%20Responsibilities%20of%20Bidco%20in%20Respect%20of%20the%20Scheme%20of%20Arrangement) Bidco must take all reasonably necessary steps to implement the Scheme of Arrangement, including undertaking to the Court and cooperating with the Company on documentation - Bidco must undertake to the Court to be bound by the terms of the Scheme of Arrangement[36](index=36&type=chunk) - Bidco is required to cooperate and provide information reasonably requested by the Company for the preparation of the Scheme and Court documentation[36](index=36&type=chunk) [Mutual Provisions](index=13&type=section&id=Section%203.3%20Mutual%20Provisions%20in%20Relation%20to%20the%20Scheme%20of%20Arrangement%20and%20the%20Company%20Shareholder%20Meetings) This section establishes mutual obligations for both parties regarding Scheme amendments for efficiency or compliance, and requires notification and correction of material misstatements - The parties must negotiate in good faith to amend the Scheme if needed for efficiency or compliance, as long as it doesn't change the Per Share Consideration or materially delay the transaction[37](index=37&type=chunk) - If material misstatements are found in Scheme documents, the parties must promptly notify each other, and the Company must file amendments with the Court and disseminate them to shareholders if required[38](index=38&type=chunk) [Article IV: Representations and Warranties of the Company](index=14&type=section&id=ARTICLE%20IV%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20COMPANY) [Capitalization](index=16&type=section&id=Section%204.8%20Capitalization) This section provides a snapshot of the Company's capital structure as of **May 24, 2024**, detailing outstanding shares, options, and RSUs Company Capitalization as of May 24, 2024 | Security Type | Amount (Units) | | :--- | :--- | | **Company Shares Issued & Outstanding** | 116,159,054 | | **Company Shares in Treasury** | 0 | | **Shares Subject to Company Share Options** | 237,136.27 (Avg. exercise price $34.32) | | **Outstanding Company RSUs** | 924,400.24 | - No new shares or equity awards were issued between the Capitalization Date (**May 24, 2024**) and the agreement date, other than from existing award settlements[54](index=54&type=chunk) [Filings, Financials, and Liabilities](index=17&type=section&id=Section%204.9%20SEC%20Filings%3B%20UK%20Company%20Filings%3B%20Financial%20Statements%3B%20No%20Undisclosed%20Liabilities) The Company represents its SEC filings are compliant and accurate, financial statements adhere to IFRS, and no material undisclosed liabilities exist - All Company SEC Documents filed since **January 1, 2022**, comply with applicable laws and contain no material misstatements or omissions[60](index=60&type=chunk) - The financial statements included in SEC filings were prepared in accordance with IFRS and fairly present the Company's financial position[62](index=62&type=chunk) - The Company represents it has no material liabilities other than those disclosed, incurred in the ordinary course of business, or related to this transaction[68](index=68&type=chunk) [Company Material Contracts](index=23&type=section&id=Section%204.19%20Company%20Material%20Contracts) This section defines 'Company Material Contract' and affirms that disclosed contracts are valid, binding, and not in default - Defines 'Company Material Contract' to include agreements restricting competition, involving indebtedness over **$30 million**, or requiring payments over **$50 million**[95](index=95&type=chunk)[97](index=97&type=chunk) - The Company represents that all Material Contracts are valid, in full force, and that neither party is in material breach[99](index=99&type=chunk) [Opinion of the Company's Financial Advisor](index=30&type=section&id=Section%204.29%20Opinion%20of%20the%20Company%27s%20Financial%20Advisor) The Company's Board received a fairness opinion from Citigroup Global Markets Inc. stating the **$22.00 per share** cash consideration is financially fair - The Company Board received a fairness opinion from Citigroup Global Markets Inc. concluding that the Per Share Consideration is financially fair to shareholders[127](index=127&type=chunk) [Article V: Representations and Warranties of Bidco](index=30&type=section&id=ARTICLE%20V%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20BIDCO) [Financing](index=31&type=section&id=Section%205.7%20Financing) Bidco represents it has secured sufficient and binding financing commitments from equity and debt sources, affirming financing is not a closing condition - Bidco has delivered executed Equity and Debt Commitment Letters to the Company[136](index=136&type=chunk)[138](index=138&type=chunk) - The total committed financing is sufficient to cover all required payments at closing, including the shareholder consideration and transaction expenses[142](index=142&type=chunk) - The receipt of financing by Bidco is not a condition to its obligation to consummate the transaction[144](index=144&type=chunk) [Operations of Bidco](index=33&type=section&id=Section%205.12%20Operations%20of%20Bidco) Bidco represents it is a special purpose vehicle formed solely for this transaction, with no other business activities or liabilities prior to closing - Bidco was formed solely for this transaction and has not engaged in any other business activities[147](index=147&type=chunk) [Article VI: Covenants of the Company](index=35&type=section&id=ARTICLE%20VI%20COVENANTS%20OF%20THE%20COMPANY) [Conduct of the Company](index=35&type=section&id=Section%206.1%20Conduct%20of%20the%20Company) The Company agrees to conduct business in the ordinary course, with restrictions on significant actions without Bidco's consent, while permitted to pay regular dividends - The Company must operate in the ordinary course of business until closing[155](index=155&type=chunk) - Key restrictions include limitations on acquisitions (>**$20 million** individually), new project investments (>**$20 million** equity), and incurring new debt (>**$35 million** recourse)[157](index=157&type=chunk)[162](index=162&type=chunk) - The Company is permitted to continue paying its regular quarterly dividend of **$0.445 per share**, provided record and payment dates are consistent with past practice and occur before closing[155](index=155&type=chunk) [No Solicitation by the Company](index=40&type=section&id=Section%206.2%20No%20Solicitation%20by%20the%20Company) This section prohibits the Company from soliciting alternative acquisition proposals but allows engagement with unsolicited 'Superior Proposals' under a 'fiduciary out' clause, subject to Bidco's matching rights - The Company is prohibited from soliciting or knowingly encouraging alternative acquisition proposals ('Acquisition Proposal')[167](index=167&type=chunk) - The Company Board may engage with an unsolicited offer if it determines it constitutes or could lead to a 'Superior Proposal' and that failing to do so would breach its fiduciary duties[169](index=169&type=chunk) - Before changing its recommendation or terminating for a Superior Proposal, the Company must provide Bidco with a **five-business-day** 'matching rights' period[171](index=171&type=chunk) [Payoff Letters](index=44&type=section&id=Section%206.5%20Payoff%20Letters) The Company must obtain payoff letters and lien release documentation for existing indebtedness to be repaid at closing, delivering drafts to Bidco **five business days** prior - The Company must obtain payoff letters for specified existing debt facilities to ensure they can be fully paid off and terminated at closing[180](index=180&type=chunk) [Article VII: Covenants of the Company and Bidco](index=46&type=section&id=ARTICLE%20VII%20COVENANTS%20OF%20THE%20COMPANY%20AND%20BIDCO) [Efforts, Filings, Consents and Approvals](index=46&type=section&id=Section%207.1%20Efforts%2C%20Filings%2C%20Consents%20and%20Approvals) Both parties must use reasonable best efforts to obtain all necessary regulatory approvals promptly, including HSR and CFIUS filings, with limitations on required divestitures - Both parties must use reasonable best efforts to obtain all necessary regulatory approvals to close the transaction[186](index=186&type=chunk) - Filings under the HSR Act and other necessary regulatory laws are to be made within **30 days** of the agreement, including a CFIUS notice[188](index=188&type=chunk) - Bidco is not required to agree to any 'Remedy Action' (e.g., divestiture) that would have a material adverse effect on the Company's US business or a Company Material Adverse Effect on its non-US business[191](index=191&type=chunk) [Employee Matters](index=48&type=section&id=Section%207.2%20Employee%20Matters) For **one year** post-closing, Bidco commits to providing affected employees with substantially comparable compensation and benefits, including service credit recognition - For a **one-year** 'Benefits Continuation Period' post-closing, Bidco will provide affected employees with compensation and benefits no less favorable than their pre-closing arrangements[193](index=193&type=chunk) - This commitment covers base salary, annual cash bonus opportunity, long-term incentive opportunity, severance, and other benefits in aggregate[193](index=193&type=chunk) [Director and Officer Liability](index=50&type=section&id=Section%207.4%20Director%20and%20Officer%20Liability) Bidco agrees to honor existing indemnification rights for directors and officers for **six years** post-closing, and the Company must purchase a **six-year** D&O 'tail policy' with a premium cap - For **six years** post-closing, Bidco will maintain the existing indemnification, exculpation, and expense advancement provisions for the Company's directors and officers[199](index=199&type=chunk) - The Company will purchase a **six-year** 'tail' D&O insurance policy with a premium cap of **300%** of the current annual premium[201](index=201&type=chunk) [Financing](index=52&type=section&id=Section%207.11%20Financing) Bidco covenants to use commercially reasonable efforts to obtain committed financing, including securing alternative debt financing if initial funding becomes unavailable - Bidco must use commercially reasonable efforts to obtain the Equity and Debt Financing on the terms set forth in the Financing Documents[212](index=212&type=chunk) - If the committed financing becomes unavailable, Bidco must use commercially reasonable efforts to secure 'Alternative Debt Financing'[216](index=216&type=chunk) [Cooperation With Debt Financing](index=55&type=section&id=Section%207.12%20Cooperation%20With%20Debt%20Financing) The Company agrees to provide commercially reasonable cooperation for Bidco's debt financing, including financial information and management access, subject to limitations protecting its operations - The Company must use commercially reasonable efforts to cooperate with Bidco's arrangement of the Debt Financing[219](index=219&type=chunk) - Cooperation includes providing required financial information, participating in lender meetings, and assisting with due diligence and documentation[219](index=219&type=chunk)[221](index=221&type=chunk) - Bidco must reimburse the Company for reasonable out-of-pocket costs incurred in this cooperation and indemnify it for related losses if the deal does not close[228](index=228&type=chunk) [Article VIII: Conditions to the Transaction](index=61&type=section&id=ARTICLE%20VIII%20CONDITIONS%20TO%20THE%20TRANSACTION) [Mutual Conditions](index=61&type=section&id=Section%208.1%20Conditions%20to%20the%20Obligations%20of%20each%20Party) This section lists mutual closing conditions, including shareholder and court approvals, absence of legal prohibitions, and all necessary regulatory clearances - Mutual closing conditions include obtaining Company Shareholder Approvals and the sanction of the Scheme by the Court[235](index=235&type=chunk)[237](index=237&type=chunk) - A further mutual condition is that no court or governmental authority has issued an order or law that prohibits the transaction[237](index=237&type=chunk) - All required regulatory clearances, including HSR Act waiting period expiration, must be obtained[237](index=237&type=chunk) [Bidco's Conditions](index=62&type=section&id=Section%208.2%20Conditions%20to%20the%20Obligations%20of%20Bidco) Bidco's closing conditions include the Company's material covenant performance, accurate representations and warranties, and absence of a Company Material Adverse Effect - The Company's representations and warranties must be true and correct as of the closing date (subject to specified materiality standards)[238](index=238&type=chunk) - The Company must have performed its covenants in all material respects[238](index=238&type=chunk) - There must not have been a continuing Company Material Adverse Effect since the date of the agreement[238](index=238&type=chunk) [Company's Conditions](index=62&type=section&id=Section%208.3%20Conditions%20to%20the%20Obligations%20of%20the%20Company) The Company's closing conditions require Bidco's material covenant performance and accurate representations and warranties, subject to a 'Bidco Material Adverse Effect' standard - Bidco's representations and warranties must be true and correct as of the closing date (subject to specified materiality standards)[239](index=239&type=chunk) - Bidco must have performed its covenants in all material respects[239](index=239&type=chunk) [Article IX: Termination](index=63&type=section&id=ARTICLE%20IX%20TERMINATION) [Termination Rights](index=63&type=section&id=Section%209.1%20Termination) This section outlines termination circumstances, including mutual consent, reaching the End Date, lack of approvals, board recommendation changes, or Bidco's failure to close - The agreement can be terminated by either party if the transaction is not consummated by the End Date of **April 27, 2025**[242](index=242&type=chunk) - Bidco may terminate if the Company Board makes a 'Company Adverse Recommendation Change'[242](index=242&type=chunk) - The Company may terminate if Bidco fails to close within **five business days** after all conditions have been satisfied and the Company has confirmed it is ready to close[244](index=244&type=chunk) [Termination Fees and Expense Reimbursement](index=65&type=section&id=Section%209.3%20Termination%20Fees%20and%20Expense%20Reimbursement) This section details the financial consequences of termination, including a **$26 million** Company termination fee, a **$116 million** Bidco reverse termination fee, and up to **$12.5 million** in expense reimbursement Termination Fees and Expense Reimbursement Overview | Fee Type | Payer | Recipient | Amount (USD) | Trigger Examples | | :--- | :--- | :--- | :--- | :--- | | **Company Termination Fee** | Company | Bidco | $26,000,000 | Company terminates for a Superior Proposal; Board changes recommendation | | **Reverse Termination Fee** | Bidco | Company | $116,000,000 | Bidco fails to close when required; breach by Bidco | | **Expense Reimbursement** | Company | Bidco | Up to $12,500,000 | Termination due to failed shareholder vote or Company breach | - The termination fees are defined as liquidated damages, not penalties, and are generally the sole and exclusive monetary remedy for termination[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk) [Article X: Miscellaneous](index=68&type=section&id=ARTICLE%20X%20MISCELLANEOUS) [Governing Law and Jurisdiction](index=69&type=section&id=Section%2010.6%20Governing%20Law%20%26%20Section%2010.7%20Jurisdiction%2FVenue) The agreement is governed by Delaware law, while the Scheme of Arrangement and directors' duties are governed by English law, with respective jurisdictions for legal actions - The Transaction Agreement is governed by Delaware law[268](index=268&type=chunk) - The Scheme of Arrangement and the duties of the Company's directors are governed by the laws of England and Wales[268](index=268&type=chunk) - Legal disputes are to be handled in Delaware courts, except for the Scheme itself, which falls under the jurisdiction of the English courts[270](index=270&type=chunk) [Specific Performance](index=71&type=section&id=Section%2010.12%20Specific%20Performance) The parties are entitled to seek specific performance for breach, though the Company's right to force Bidco to close is conditional on financing availability and closing conditions - The parties are entitled to seek specific performance as a remedy for breach of the agreement[276](index=276&type=chunk) - The Company's right to force Bidco to close is subject to specific conditions, including the availability of the debt financing and the satisfaction of all closing conditions[276](index=276&type=chunk) [Financing Sources](index=73&type=section&id=Section%2010.14%20Financing%20Sources) This section provides legal protection to Debt Financing Sources, limiting liability to the Company and requiring legal actions against them to be brought in New York courts under New York law - The Debt Financing Sources are shielded from liability to the Company and its affiliates in connection with the transaction agreement[284](index=284&type=chunk) - Any legal action against the Debt Financing Sources must be brought in New York courts and will be governed by New York law[283](index=283&type=chunk) - The Debt Financing Sources are express third-party beneficiaries of this section, and it cannot be amended in a way that is adverse to them without their consent[284](index=284&type=chunk) [Annexes](index=77&type=section&id=Annexes) [Annex B: Form of AQN Support Agreement](index=93&type=section&id=Annex%20B%3A%20Form%20of%20AQN%20Support%20Agreement) This annex contains the form of the voting and transaction support agreement with Algonquin Power & Utilities Corp. (AQN), which irrevocably agrees to vote its **48,962,925 shares** in favor of the transaction and is restricted from selling shares or soliciting competing proposals - Algonquin Power & Utilities Corp. (AQN) has agreed to vote its **48,962,925 shares** in favor of the transaction[375](index=375&type=chunk)[379](index=379&type=chunk)[420](index=420&type=chunk) - AQN is prohibited from transferring its shares (with limited exceptions) and from entering into any arrangements inconsistent with its support for the transaction[378](index=378&type=chunk) - The support agreement terminates automatically if the main Transaction Agreement is terminated, subject to certain conditions related to a superior proposal[390](index=390&type=chunk) [Annex C: Form of Director Support Agreement](index=108&type=section&id=Annex%20C%3A%20Form%20of%20Director%20Support%20Agreement) This annex provides the form of the voting and transaction support agreement for the Company's directors who are also shareholders, committing them to vote their shares in favor of the transaction without limiting their fiduciary duties - Company directors who are shareholders must sign this agreement, committing to vote their shares in favor of the transaction[421](index=421&type=chunk)[425](index=425&type=chunk) - The agreement applies only to the directors in their capacity as shareholders and does not restrict their actions or fiduciary duties as directors[442](index=442&type=chunk) [Annex D: Form of Scheme of Arrangement](index=119&type=section&id=Annex%20D%3A%20Form%20of%20Scheme%20of%20Arrangement) This annex presents the legal form of the Scheme of Arrangement, detailing the transfer of Scheme Shares to Bidco for **$22.00 per share** and the legal framework under the UK Companies Act 2006 - This is the legal document under Part 26 of the UK Companies Act 2006 that will effect the transfer of shares from shareholders to Bidco[460](index=460&type=chunk)[461](index=461&type=chunk) - At the Effective Time, all Scheme Shares will be transferred to Bidco, and shareholders will receive **$22.00 in cash per share**[471](index=471&type=chunk)[476](index=476&type=chunk) - The Scheme becomes legally effective when a copy of the sanctioning Court Order is delivered to the UK's Registrar of Companies[487](index=487&type=chunk) [Annex E: Form of Company Shareholder Resolution](index=127&type=section&id=Annex%20E%3A%20Form%20of%20Company%20Shareholder%20Resolution) This annex provides the special resolution for shareholders to approve amendments to the Company's articles of association, facilitating the Scheme of Arrangement and binding all shares to its terms - This special resolution authorizes the Company's directors to implement the Scheme of Arrangement[491](index=491&type=chunk) - It amends the Company's articles of association to ensure that any shares issued after the record date are also subject to the Scheme and will be transferred to Bidco for the same consideration[491](index=491&type=chunk)[493](index=493&type=chunk)[494](index=494&type=chunk)

Core Viewpoint - Atlantica Sustainable Infrastructure plc has published a scheme circular regarding the proposed acquisition by Energy Capital Partners and co-investors, with shareholder meetings scheduled for August 8, 2024 [1][2]. Group 1: Acquisition Details - The shareholder meetings will take place in London, UK, on August 8, 2024, to vote on the acquisition transaction [2]. - Algonquin Power & Utilities Corp. and Liberty (AY Holdings), B.V. hold approximately 42.2% of Atlantica's shares and have agreed to vote in favor of the transaction [2]. - The Atlantica Board of Directors unanimously recommends shareholders vote "FOR" the transaction-related proposals [2]. Group 2: Voting Information - Holders of record of Atlantica ordinary shares as of 6:30 p.m. (London time) on August 6, 2024, will be entitled to vote at the meetings [2]. - Shareholders are encouraged to read the Scheme Circular for detailed voting instructions and meeting attendance information [2]. Group 3: Company Overview - Atlantica Sustainable Infrastructure plc operates a diversified portfolio of contracted renewable energy, storage, efficient natural gas, electric transmission, and water assets across North & South America and certain EMEA markets [10].

Group 1 - Atlantica Sustainable Infrastructure plc (AY) has seen a 12.2% increase in the Zacks Consensus Estimate for its current year earnings over the last 60 days and offers a dividend yield of 8.1%, significantly higher than the industry average of 0.0% [1] - Cheniere Energy Partners, L.P. (CQP) has experienced an 8% increase in the Zacks Consensus Estimate for its current year earnings in the past 60 days, with a dividend yield of 6.0%, also above the industry average of 0.0% [1] - Telefónica, S.A. (TEF) has had a 9.1% increase in the Zacks Consensus Estimate for its current year earnings over the last 60 days [1] Group 2 - Another Zacks Rank 1 company has a dividend yield of 5.2%, compared to the industry average of 0.5% [2]

Core Viewpoint - Atlantica Sustainable Infrastructure (AY) is currently viewed as a better value investment compared to Bloom Energy (BE) based on various financial metrics and Zacks Rank evaluations [1][2][3] Group 1: Zacks Rank and Earnings Outlook - AY has a Zacks Rank of 2 (Buy), indicating a positive earnings outlook, while BE has a Zacks Rank of 3 (Hold) [2] - The Zacks Rank system emphasizes companies with positive revisions to their earnings estimates, suggesting AY has an improving earnings outlook [2] Group 2: Valuation Metrics - AY has a forward P/E ratio of 48.15, significantly lower than BE's forward P/E of 83.43, indicating AY may be undervalued [3] - AY's PEG ratio is 1.31, while BE's PEG ratio is 3.34, further suggesting AY's better valuation relative to its expected earnings growth [3] - AY's P/B ratio stands at 1.66, compared to BE's P/B of 5.76, reinforcing AY's position as a more attractive investment based on market value versus book value [3] Group 3: Overall Value Assessment - AY has earned a Value grade of A, while BE has received a Value grade of F, highlighting AY's superior valuation metrics [3] - Based on the solid earnings outlook and favorable valuation figures, AY is considered the superior value option at this time [3]