Atlantica Sustainable Infrastructure Announces The High Court Of Justice Of England And Wales Has Sanctioned The Scheme Of Arrangement Providing For The Proposed Acquisition Of The Company

Acquisition by Energy Capital Partners and Co-Investors Approved by the High Court of Justice of England and Wales

December 10, 2024 – Atlantica Sustainable Infrastructure plc (NASDAQ:AY) ("Atlantica" or the "Company"), announced today that the High Court of Justice of England and Wales (the "Court") has sanctioned the scheme of arrangement providing for the proposed acquisition of the Company by California Buyer Limited ("Bidco"), a vehicle controlled by funds managed by Energy Capital Partners ("ECP") and which includes a large group of institutional co-investors (the "Transaction"), at a hearing held earlier today.

On May 27, 2024, Atlantica entered into an agreement pursuant to which 100% of its shares would be acquired by Bidco for $22 per share in cash. Closing of the Transaction will become effective upon the court order being delivered to the Registrar of the Companies in England and Wales, which is expected to occur on December 12, 2024 (the "Closing Date"). In connection with the closing of the Transaction, shareholders of record as of November 29, 2024 will also receive a final dividend of $ 0.2225 per share, as agreed between the Company and ECP and approved by the Board on November 14.

In addition, on November 6, 2024, Bidco closed an offering of U.S. $745 million aggregate principal amount of 6.375% Green Senior Notes due 2032 (the "Dollar Notes") and €500 million aggregate principal amount of 5.625% Green Senior Notes due 2032 (the "Euro Notes" and together with the Dollar Notes, the "Green Notes"). Atlantica will become a co-issuer, and certain subsidiaries of Atlantica will become guarantors, of the Green Notes, following the closing of the Transaction. The Green Notes and related guarantees were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and, outside of the United States, only to non-U.S. persons in accordance with Regulation S under the Securities Act. The Green Notes and the related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

Atlantica published an updated Green Finance Framework and received a Second Party Opinion. Also in connection with the Transaction, on November 6, 2024, Bidco entered into a new Revolving Credit Facility with aggregate commitments of U.S. $600 million with a group of banks which matures in 2029. Atlantica will become a co-borrower, and certain subsidiaries of Atlantica will become guarantors, of the new Revolving Credit Facility, following the closing of the Transaction.