Obligation Abengoa 8.875% ( XS0882237729 ) en EUR

Société émettrice Abengoa
Prix sur le marché 100 %  ⇌ 
Pays  Espagne
Code ISIN  XS0882237729 ( en EUR )
Coupon 8.875% par an ( paiement semestriel )
Echéance 05/02/2018 - Obligation échue



Prospectus brochure de l'obligation Abengoa XS0882237729 en EUR 8.875%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 550 000 000 EUR
Description détaillée Abengoa est une entreprise multinationale espagnole spécialisée dans l'ingénierie et la construction de projets d'infrastructures, d'énergie renouvelable et d'eau.

L'Obligation émise par Abengoa ( Espagne ) , en EUR, avec le code ISIN XS0882237729, paye un coupon de 8.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/02/2018







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
20MAR201313173802
Abengoa Finance, S.A.U.
g50,000,000
8.875% Senior Notes due 2018
Guaranteed on a senior basis by Abengoa, S.A. and certain of its subsidiaries
Abengoa Finance, S.A.U., incorporated as a public limited company (sociedad an ´onima unipersonal) under the laws of Spain (the
``Issuer''), is offering (the ``Offering'') c50 million aggregate principal amount of its fully and unconditionally guaranteed 8.875% Senior Notes
due 2018 (the ``Additional Notes''). The Additional Notes will be issued under the indenture dated February 5, 2013, as amended and
supplemented (the ``Indenture'') governing its existing fully and unconditionally guaranteed 8.875% Senior Notes due 2018 (the ``Existing
Notes'' and, together with the Additional Notes, the ``Notes''). The Additional Notes will have the same terms and conditions as the Existing
Notes and will constitute a single class of debt securities with the Existing Notes for all purposes under the Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase. The Issuer will pay interest on the Additional Notes semi-annually on each
February 5 and August 5, starting on February 5, 2014. After the 40th day following the delivery of the Additional Notes, which is expected to
be December 16, 2013, certain selling restrictions with respect to the Additional Notes will expire, and the Additional Notes will become fully
fungible with the Existing Notes.
The Issuer may redeem all or part of the Notes at any time at a redemption price equal to 100% of the principal amount of the Notes plus
the applicable ``make-whole'' premium described in this Offering Memorandum. In the event of certain developments affecting taxation, the
Issuer may redeem all, but not less than all, of the Notes at a price equal to 100% of the principal amount of the Notes. If we undergo a change
of control or sell certain of our assets, we may be required to make an offer to purchase the Notes.
The Additional Notes will be senior debt of the Issuer and will rank pari passu in right of payment to all of the Issuer's existing and future
senior indebtedness. The Additional Notes initially will be guaranteed on a senior basis and on the same terms as, and on a pari passu basis with,
the guarantees of the Existing Notes (the ``Note Guarantees'') by the Parent Guarantor and certain of its subsidiaries (the ``Subsidiary
Guarantors'' and, together with the Parent Guarantor, the ``Guarantors''). If the Issuer fails to make payments on the Notes as required under the
Indenture, the Guarantors will be obligated under the Indenture to make such payments.
The Note Guarantees will rank pari passu in right of payment with all of the Guarantors' existing and future senior indebtedness and
senior to all of the Guarantors' existing and future subordinated indebtedness. The Additional Notes and the Note Guarantees will be effectively
subordinated to all of the Issuer's and the Guarantors' secured indebtedness, to the extent of the value of the assets securing such indebtedness,
and to any preferential obligations under applicable law. The Additional Notes will be structurally subordinated to all existing and future
liabilities (including trade payables) of the Parent Guarantor's subsidiaries that do not guarantee the Notes.
Application has been made to admit the Additional Notes to the official list of the Luxembourg Stock Exchange (the ``Official List'') and to
trading on the Luxembourg Stock Exchange's Euro MTF Market (the ``Euro MTF Market''). The Euro MTF Market is not a regulated market for the
purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. References in this Offering
Memorandum to the Additional Notes being ``listed'' (and all related references) shall mean that the Additional Notes have been admitted to the
Official List and admitted to trading on the Euro MTF Market. The Existing Notes are admitted to the Official List and to trading on the Euro MTF
Market.
Investing in the Additional Notes involves a high degree of risk. See ``Risk Factors'' beginning on
page 36.
Prospective investors should note that the Issuer is incorporated and tax-resident in Spain. Any income derived by owners of a beneficial
interest in the Notes (each, a ``Noteholder'') that are not resident in Spain for tax purposes from interest on, or income from the redemption or
repayment of, the Notes will not be subject to Spanish Non-Resident Income Tax, which may be imposed by way of withholding, provided that
the Issuer receives certain information in a timely manner from the Paying Agent, as required in order to comply with Spanish tax laws and
regulations (in particular, with the provisions of Royal Decree 1065/2007, as amended by Royal Decree 1145/2011), and provided that the Notes
are admitted to the Official List and trading on the Euro MTF Market (or on any other organized market in an OECD country) on the relevant
payment date. In the event a payment in respect of the Notes is subject to Spanish withholding tax, the Issuer (or the Guarantors, as the case
may be) will pay additional amounts as necessary so that the net amount received by the holders of the Notes after such deduction or
withholding is not less than the amount that they would have received in the absence of such deduction or withholding, subject to certain
exceptions described in ``Description of the Notes--Additional Amounts.'' See ``Taxation--Spanish Tax Considerations'' and, for a description of
the risks associated with the taxation of the Notes, see ``Risk Factors--Risks Related to Certain Taxation Matters--Risks related to the Spanish
withholding tax regime.''
Price of the Additional Notes: 105.25% plus accrued interest from August 5, 2013.
Delivery of the Additional Notes in book-entry form through Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking, soci ´et ´e
anonyme, Luxembourg (``Clearstream'') will be made on or about November 5, 2013.
The Additional Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the ``U.S. Securities Act''). The Additional Notes and the Note Guarantees may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by
Rule 144A under the U.S. Securities Act (``Rule 144A'') and to certain non-U.S. persons outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act (``Regulation S''). You are hereby notified that sellers of the Additional Notes and the Note
Guarantees may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See ``Notice to
Certain Investors'' for additional information about eligible offerees and transfer restrictions.
Bookrunning Manager
Morgan Stanley
The date of this Offering Memorandum is November 5, 2013.


TABLE OF CONTENTS
Page
Important Information about this Offering Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
Currency Presentation and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xix
Presentation of Industry and Market Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxiii
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxiv
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Corporate Structure and Certain Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Summary Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Selected Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Unaudited Pro Forma Condensed Consolidated Financial Information . . . . . . . . . . . . . . . . . . . .
91
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . .
99
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
216
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
256
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
291
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
304
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
306
Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
308
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
341
Quantitative and Qualitative Disclosure About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . .
342
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
349
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
392
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
397
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
408
Notice to Certain Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
411
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
414
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
415
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
416
Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
417
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
418
Index of Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
Annex I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
i


IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
This Offering Memorandum constitutes a prospectus for the purposes of the Luxembourg Act dated
July 10, 2005 relating to prospectuses for securities (as amended). This document does not constitute a
prospectus for the purposes of Article 3 of Directive 2003/71/EC, as amended, and may only be used for the
purposes for which it has been published.
We have made all reasonable inquiries and we confirm that this Offering Memorandum contains all
information with respect to us and our subsidiaries and affiliates taken as a whole (the ``Group''), the Notes
and the Note Guarantees that is material in the context of the issue and offering of the Additional Notes, that
the information contained herein is true and accurate in all material respects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and have been reached
after considering all relevant circumstances and are based on reasonable assumptions, that there are no other
facts, the omission of which would, in the context of the issue and offering of the Additional Notes, make this
Offering Memorandum as a whole or any such information or the expression of any such opinions or
intentions misleading in any material respect, and that all reasonable inquiries have been made by us to verify
the accuracy of such information. We accept responsibility for the information contained in this Offering
Memorandum accordingly.
This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of, the Issuer,
the Guarantors, and Morgan Stanley & Co. International plc (the ``Initial Purchaser'') to subscribe for or
purchase any of the Additional Notes. The distribution of this Offering Memorandum and/or the Offering in
certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum
comes are required by the Issuer, the Guarantors and the Initial Purchaser to inform themselves about and to
observe any such restrictions. For a description of certain further restrictions on offers and sales of the
Additional Notes and distribution of this Offering Memorandum, see ``Plan of Distribution'' and ``Notice to
Certain Investors'' herein.
In connection with this Offering, the Initial Purchaser and any of its respective affiliates acting as an
investor for its own account may take up Additional Notes and in that capacity may retain, purchase or sell for
its own account such securities and any securities of the Issuer or related investments and may offer or sell
such securities or other investments otherwise than in connection with this issue. Accordingly, references in
this Offering Memorandum to the Additional Notes being issued, offered or placed should be read as
including any issue, offering or placement of securities to the Initial Purchaser and any of its affiliates acting in
such capacity. The Initial Purchaser does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligation to do so.
We have prepared this Offering Memorandum based on information obtained from sources we believe
to be reliable. None of the Initial Purchaser, the Trustee, the Listing Agent, Paying Agents, Transfer Agents or
Registrars (each as defined below) represents that the information herein is complete. The information in this
Offering Memorandum is current only as of the date on the cover, and our business or financial condition and
other information in this Offering Memorandum may change after that date. You should consult your own
legal, tax and business advisors regarding an investment in the Additional Notes. Information in this Offering
Memorandum is not legal, tax or business advice.
You should base your decision to invest in the Additional Notes solely on information contained in this
Offering Memorandum. Neither we nor the Initial Purchaser have authorized anyone to provide you with any
different information.
The language of this Offering Memorandum is English. Certain legislative references and technical terms
have been cited in their original languages in order that the correct technical meaning may be ascribed to
them under applicable law.
We are offering the Additional Notes, and the Guarantors are issuing the Note Guarantees, in reliance on
an exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not
ii


involve a public offering. If you purchase the Additional Notes, you will be deemed to have made certain
acknowledgments, representations and warranties as detailed under ``Notice to Certain Investors.'' You may
be required to bear the financial risk of an investment in the Additional Notes for an indefinite period. Neither
we nor the Initial Purchaser are making an offer to sell the Additional Notes in any jurisdiction where the offer
and sale of the Additional Notes is prohibited. We do not make any representation to you that the Notes are a
legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction
where action would be required for that purpose.
The Additional Notes and the Note Guarantees have not been registered under the U.S. Securities Act or
any State securities laws and, unless so registered, may not be offered or sold within the United States or to,
or for the account or benefit of, a U.S. person except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
Until 40 days after the commencement of this Offering, an offer or sale of the Additional Notes or the
Additional Note Guarantees offered by this Offering Memorandum within the United States by any dealer
(whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities
Act if such offer or sale is made otherwise than pursuant to Rule 144A.
Each prospective purchaser of the Additional Notes must comply with all applicable laws and rules and
regulations in force in any jurisdiction in which it purchases, offers or sells the Additional Notes and must
obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Additional
Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes
such purchases, offers or sales, and neither we nor the Initial Purchaser shall have any responsibility therefor.
Neither the U.S. Securities and Exchange Commission (the ``SEC''), any U.S. state securities commission
nor any non-U.S. securities authority nor other authority has approved or disapproved of the Additional Notes
or determined if this Offering Memorandum is truthful or complete. Any representation to the contrary is a
criminal offense.
We have prepared this Offering Memorandum solely for use in connection with the offer of the
Additional Notes to qualified institutional buyers under Rule 144A under the U.S. Securities Act and to certain
non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act) in offshore transactions
outside the U.S. under Regulation S under the U.S. Securities Act. This Offering Memorandum may only be
used for the purpose for which it has been published.
The information contained under the caption ``Exchange Rate Information'' includes extracts from
information and data publicly released by official and other sources. This information has been accurately
reproduced and, as far as we are aware and are able to ascertain from the information published by such third
parties, no facts have been omitted which would render the reproduced information inaccurate or
misleading. The information set out in those sections of the Offering Memorandum describing clearing and
settlement is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear
and Clearstream as currently in effect. Investors wishing to use the clearing systems are advised to confirm the
continued applicability of their rules, regulations and procedures. We will not have any responsibility or
liability for any aspect of the records relating to, or payments made on account of, book-entry interests held
through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating
to such book-entry interests. Although this Offering Memorandum contains references to our website,
except as specifically provided herein, the information on our website is not incorporated in whole or in part
in the Offering Memorandum and should not be considered a part of the Offering Memorandum.
The Additional Notes will initially be issued in the form of global notes and will be deposited with, and
registered in the name of, a common depositary for the accounts of Euroclear and Clearstream and registered
in the name of the nominee for the common depositary. Beneficial interests in the global notes will be shown
on, and transfers of beneficial interests in the global notes will be effected only through, records maintained
by Euroclear and Clearstream or their respective participants. See ``Book-Entry, Delivery and Form''.
iii


We will not, nor will any of our agents, have responsibility for the performance of the obligations of
Euroclear and Clearstream or their respective participants under the rules and procedures governing their
operations, nor will we or our agents have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, book-entry interests held through the facilities of any clearing system or
for maintaining, supervising or reviewing any records relating to these book-entry interests. Investors wishing
to use these clearing systems are advised to confirm the continued applicability of their rules, regulations and
procedures. The Additional Notes are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the U.S. Securities Act and applicable securities laws of any
other jurisdiction pursuant to registration or exemption therefrom. Prospective purchasers should be aware
that they may be required to bear the financial risks of this investment for an indefinite period of time. See
``Notice to Certain Investors.''
IN CONNECTION WITH THE OFFERING OF ADDITIONAL NOTES, MORGAN STANLEY & CO.
INTERNATIONAL PLC (THE ``STABILIZING MANAGER'') (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY OVER-ALLOT ADDITIONAL NOTES OR EFFECT TRANSACTIONS WITH
A VIEW TO SUPPORTING THE MARKET PRICE OF THE ADDITIONAL NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE
DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE ADDITIONAL
NOTES, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN 30 CALENDAR
DAYS AFTER THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE OR NO LATER THAN 60 CALENDAR
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE ADDITIONAL NOTES, WHICHEVER IS THE
EARLIER.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (``RSA
421-B'') WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS
European Economic Area.
This Offering Memorandum has been prepared on the basis that any offer
of the Additional Notes in any Member State of the European Economic Area (``EEA'') which has implemented
the Prospectus Directive (each, a ``Relevant Member State'') will be made pursuant to an exemption under the
Prospectus Directive from the requirement to publish a prospectus for offers of the Additional Notes.
Accordingly, any person making or intending to make any offer in that Relevant Member State of the
Additional Notes which are subject of the offering contemplated in this Offering Memorandum, may only do
so in circumstances in which no obligation arises for us or the Initial Purchaser to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case in relation to such offer. Neither we nor the Initial Purchaser have
authorized, nor do they authorize, the making of any offer of Additional Notes in circumstances in which an
iv


obligation arises for us or the Initial Purchaser to publish or supplement a prospectus for such offer. Neither
we nor the Initial Purchaser have authorized, nor do we authorize, the making of any offer of Additional
Notes through any financial intermediary, other than offers made by the Initial Purchaser, which constitute the
final placement of the Additional Notes contemplated in this Offering Memorandum. The expression
``Prospectus Directive'' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression ``2010 Amending Directive'' means
Directive 2010/73/EU.
Spain.
This Offering has not been registered with the Comisi ´on Nacional del Mercado de Valores (the
``CNMV'') and therefore the Additional Notes may not be offered or sold or distributed in Spain except in
circumstances which do not qualify as a public offer of securities in Spain in accordance with article 30 bis of
the Securities Market Act (Ley 24/1988, de 28 de julio, del Mercado de Valores) as amended and restated, or
pursuant to an exemption from registration in accordance with article 41 of the Royal Decree 1310/2005
(Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de
julio, del Mercado de Valores, en materia de admisi ´on a negociaci ´on de valores en mercados secundarios
oficiales, de ofertas p ´ublicas de venta o suscripci ´on y del folleto exigible a tales efectos).
Switzerland.
The Additional Notes offered hereby are being offered in Switzerland on the basis of a
private placement only. This Offering Memorandum does not constitute a prospectus within the meaning of
Art. 652A of the Swiss Federal Code of Obligations or 1156 of the Swiss Federal Code of Obligations or Art.
27 et seq of the Listing Rules of the SIX Swiss Exchange.
United Kingdom.
This Offering Memorandum is for distribution only to persons who: (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, (as amended, the ``Financial Promotion Order'');
(ii) are persons falling within Article 49(2)(a) to (d) (``high net worth companies, unincorporated associations,
etc.'') of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any Additional Notes may otherwise
lawfully be communicated or caused to communicated (all such persons together being referred to as
``relevant persons''). This Offering Memorandum is directed only at relevant persons and must not be acted on
or relied on by persons who are not relevant persons. Any investment or investment activity to which this
Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant
persons.
Hong Kong.
The Additional Notes and Note Guarantees may not be offered or sold by means of any
document other than: (i) in circumstances which do not constitute an offer to the public within the meaning
of the Companies Ordinance (Cap. 32, Laws of Hong Kong); or (ii) to ``professional investors'' within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder; or (iii) in other circumstances which do not result in the document being a ``prospectus'' within
the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or
document relating to the Additional Notes may be issued or may be in the possession of any person for the
purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the
laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to
persons outside Hong Kong or only to ``professional investors'' within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan.
The Additional Notes and Note Guarantees have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (the ``Financial Instruments and Exchange Law'') and the
Initial Purchaser has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,
v


including any corporation or other entity organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law
and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore.
This Offering Memorandum has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this Offering Memorandum and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the Additional Notes may not
be circulated or distributed, nor may the Additional Notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to
an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
``SFA''); (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the
conditions, specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the Additional Notes and the Note Guarantees are subscribed or purchased under Section 275 by
a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is
to hold investments and the entire share capital of which is owned by one or more individuals, each of whom
is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is
to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and
debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable
for 6 months after that corporation or that trust has acquired the Additional Notes under Section 275 except:
(1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no
consideration is given for the transfer; or (3) by operation of law.
In connection with this Offering, the Initial Purchaser is not acting for anyone other than the Issuer and
will not be responsible to anyone other than the Issuer for providing the protections afforded to its clients nor
for providing advice in relation to the Offering.
The Netherlands.
The Additional Notes are not and may not be offered in the Netherlands other than
to persons or entities who or which are qualified investors as defined in Section 1:1 of the Dutch Financial
Supervision Act (Wet op het financieel toezicht) (which incorporates the term ``qualified investors'' as used in
the Prospectus Directive, as amended).''
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE ADDITIONAL
NOTES.
vi


FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements. These forward-looking statements
include, but are not limited to, all statements other than statements of historical facts contained in this
Offering Memorandum, including, without limitation, those regarding our future financial position and
results of operations, our strategy, plans, objectives, goals and targets, future developments in the markets in
which we operate or are seeking to operate or anticipated regulatory changes in the markets in which we
operate or intend to operate. In some cases, you can identify forward-looking statements by terminology
such as ``aim,'' ``anticipate,'' ``believe,'' ``continue,'' ``could,'' ``estimate,'' ``expect,'' ``forecast,'' ``guidance,''
``intend,'' ``may,'' ``plan,'' ``potential,'' ``predict,'' ``projected,'' ``should'' or ``will'' or the negative of such terms
or other comparable terminology.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance and are based on numerous assumptions. In addition, expectations or
statements with respect to pending transactions which have not yet closed are inherently uncertain. The
Parent Guarantor's, the Subsidiary Guarantors' and the Group's actual results of operations, including the
Parent Guarantor's, the Subsidiary Guarantors' and the Group's financial condition and liquidity and the
development of the markets in which the Parent Guarantor, each Subsidiary Guarantor and each other
member of the Group operates, may differ materially from (and be more negative than) the forward-looking
statements made in, or suggested by, this Offering Memorandum. Moreover, even if the Parent Guarantor's,
the Subsidiary Guarantors' and the Group's results of operations, including the Parent Guarantor's, the
Subsidiary Guarantors' or the Group's financial condition and liquidity and the development of the industries
in which the Parent Guarantor, each Subsidiary Guarantor and each other member of the Group operates, are
consistent with the forward-looking statements contained in this Offering Memorandum, those results or
developments may not be indicative of results or developments in subsequent periods. Investors should read
the section of this Offering Memorandum entitled ``Risk Factors'' and the description of the business of the
Parent Guarantor, the Subsidiary Guarantors and each member of the Group in the section of this Offering
Memorandum entitled ``Business'' for a more complete discussion of the factors that could affect the Issuer,
the Parent Guarantor, the Subsidiary Guarantors and each member of the Group's future performance and
the markets in which the Parent Guarantor, each Subsidiary Guarantor and each other member of the Group
operates. Important risks, uncertainties and other factors that could cause these differences include, but are
not limited to:
· Changes in general economic, political, governmental and business conditions globally and in the
countries in which Abengoa does business;
· Difficult conditions in the global economy and in the global markets; changes in interest rates;
· Changes in inflation rates; changes in prices, including increases in the cost of energy and oil and
other operating costs;
· Decreases in government expenditure budgets and reductions in government subsidies;
· Changes to national and international laws and policies that support renewable energy sources;
· The effects of the implementation of Royal Decree Law 9/2013 in Spain;
· Inability to improve competitiveness of our renewable energy services and products;
· Decline in public acceptance of renewable energy sources;
· Legal challenges to regulations, subsidies and incentives that support renewable energy sources;
· Extensive governmental regulation in a number of different jurisdictions, including stringent
environmental regulation;
vii


· Our substantial capital expenditure and research and development requirements;
· Management of exposure to credit, interest rate, exchange rate, supply and commodity price risks;
· The termination or revocation of our operations conducted pursuant to concessions;
· Reliance on third-party contractors and suppliers;
· Acquisitions or investments in joint ventures with third parties;
· Unexpected adjustments and cancellations of our backlog of unfilled orders;
· Inability to obtain new sites and expand existing ones;
· Failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse
weather conditions, unexpected geological or other physical conditions, wars or criminal or terrorist
acts at one or more of our plants;
· Insufficient insurance coverage and increases in insurance cost;
· Loss of senior management and key personnel; unauthorized use of our intellectual property and
claims of infringement by us of others intellectual property;
· Our substantial indebtedness;
· Our ability to generate cash to service our indebtedness changes in business strategy;
· The subordination of the Notes to the indebtedness and other obligations of our non-guarantor
subsidiaries, including our Unrestricted Subsidiaries (as defined in the ``Description of the Notes''); and
· Various other factors, including those factors discussed under ``Risk Factors'' herein.
Unless required by law, we undertake no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or developments or otherwise.
viii


PRESENTATION OF FINANCIAL INFORMATION
The Issuer was incorporated on October 4, 2010 as a direct wholly owned subsidiary of the Parent
Guarantor for the purpose of facilitating certain financing activities of the Group. Consequently, limited
historical financial information relating to the Issuer is available, and the financial information included
elsewhere in this Offering Memorandum with respect to the Issuer consists of annual accounts prepared for
the period from October 4, 2010 to December 31, 2010 and the years ended December 31, 2012 and 2011,
each of which has been prepared in accordance with Generally Accepted Accounting Principles in Spain
regulated under Royal Decree 1514/2007 of November 16, 2007 (Real Decreto 1514/2007, de 16 de
noviembre, que aprueba el Plan General de Contabilidad).
Because the Issuer is a finance subsidiary without significant operations, we have included and primarily
discussed in this Offering Memorandum financial information of the Parent Guarantor and its subsidiaries as
of and for the six-month period ended June 30, 2013 and for the six-month period ended June 30, 2012 and
as of and for the years ended December 31, 2012, 2011 and 2010. Accordingly, all references to ``we,'' ``us,''
``our,'' ``the Group'' or ``our Group'' in respect of historical financial information in this Offering Memorandum
are to the Parent Guarantor and its subsidiaries on a consolidated basis.
The selected financial information as of June 30, 2013 and for the six-month periods ended June 30,
2013 and June 30, 2012 and as of and for the years ended December 31, 2012, 2011 and 2010 is derived
from, and qualified in its entirety by reference to our Interim Consolidated Financial Statements and our
Annual Consolidated Financial Statements and related notes, which are included elsewhere in this Offering
Memorandum, which are prepared in accordance with IFRS as issued by the IASB. The financial information as
of and for the years ended December 31, 2012, 2011 and 2010 included in this Offering Memorandum has
been recasted in order to enhance the comparability of our financial disclosures for those years with 2013 and
subsequent periods, to give effect to the facts described below. We have also recasted our Annual
Consolidated Financial Statements as of and for the years ended December 31, 2012, 2011 and 2010
included elsewhere in this Offering Memorandum. As a result of this recasting, the financial information
included in our audited Annual Consolidated Financial Statements prepared in accordance with IFRS as issued
by the IASB for the years ended December 31, 2012, 2011 and 2010, which are included elsewhere in this
Offering Memorandum, differs from the financial information included in our annual consolidated financial
statements prepared in accordance with IFRS as adopted by the European Union as filed with the Spanish
securities market regulator (CNMV) in each respective period. In addition, we have also recasted the
consolidated financial information for the six-month period ended June 30, 2012 included in our Interim
Consolidated Financial Statements, which are also included elsewhere in this Offering Memorandum.
In 2012, the segment Technology and Other has been reclassified from the Industrial Production activity
to the Engineering and Construction activity. For comparability purposes, we have also reclassified
information for 2011 and 2010 accordingly.
Except as otherwise indicated, the financial information in this Offering Memorandum, including in the
sections titled ``Summary Consolidated Financial Information,'' ``Selected Consolidated Financial
Information,'' ``Management's Discussion and Analysis of Financial Condition and Results of Operations'' and
the financial statements included elsewhere in this Offering Memorandum, reflect the operating results of
the consolidated group as well as project companies which have incurred non-recourse indebtedness, each of
which constitute an Unrestricted Subsidiary and will therefore not be subject to the restrictive covenants of
the Indenture governing the Notes. See ``Risk Factors--Risks Related to the Additional Notes--A number of
our present and future subsidiaries will constitute Unrestricted Subsidiaries under the Indenture, and will,
therefore, not be subject to the restrictive covenants thereunder.''
Certain numerical figures set out in this Offering Memorandum, including financial data presented in
millions or thousands and percentages describing market shares, have been subject to rounding adjustments,
and, as a result, the totals of the data in this Offering Memorandum may vary slightly from the actual
arithmetic totals of such information. Percentages and amounts reflecting changes over time periods relating
ix


Document Outline