Report of Foreign Issuer (6-k)

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

FORM 6-K

---

 REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2019

Commission File Number 001-36487

---

Atlantica Yield plc

(Exact name of Registrant as Specified in its Charter)

---

Not Applicable

(Translation of Registrant’s name into English)

---

Great West House, GW1, 17th floor

Great West Road

Brentford, TW8 9DF

United Kingdom

Tel.: [phone]

---

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒  Form 20-F

☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

---

---

 Q1 2019 Earnings PresentationMay 10, 2019 

 

---

 DISCLAIMER  Forward Looking StatementsThis presentation contains forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this presentation, 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," "is likely to," "may," "plan," "potential," "predict," "projected," "should" or "will" or the negative of such terms or other similar expressions or 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 speak only as of the date of this presentation and are not guarantees of future performance and are based on numerous assumptions. Our actual results of operations, financial condition and the development of events may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements. Except as required by law, we do not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events or circumstances.Investors should read the section entitled "Item 3D. Key Information—Risk Factors" and the description of our segments and business sectors in the section entitled "Item 4B. Information on the Company—Business Overview", each in our annual report for the fiscal year ended December 31, 2018 filed on Form 20-F, for a more complete discussion of the risks and factors that could affect us.Forward-looking statements include, but are not limited to, statements relating to: uncertainties in emerging markets where we have international operations; statements related to project growth strategy; commitments to increased DPS and accretive investment opportunities; strategic business alternatives to ensure optimal company value and improve shareholder return; intentions to divest assets and reinvest to show value creation; our ability to close announced asset acquisitions; our ability to grow through acquisitions from AAGES, Algonquin, other partners, or third parties, including our ability to acquire assets from Algonquin under our enhanced collaboration agreement with Algonquin; estimated returns and cash available for distribution (“CAFD”) estimates from recently announced acquisitions and finalized asset acquisitions; projected future CAFD yield; failure to meet our estimated returns and cash available for distribution estimates in acquisitions recently announced; cash available for distribution estimates made in reliance on asset performance and assets reaching COD by the expected date; fluctuations in the cost of energy and gas; predictions and estimates regarding global water demand, power generation, renewable energy, water desalination markets and related investments; global infrastructure investments; estimates of cost improvement under financing agreements; financial damage caused by our off-take PG&E and potential default under our project finance agreement due to a breach of our underlying PPA agreement with PG&E; strategies in the event of Mojave distribution delays based on the PG&E default; risks associated with acquisitions and investments; targeted potential equity growth investments; ESG initiative improvement; the quality of our long-term contracts; self-amortizing project debt structure and related debt reduction; expected U.S. growth, the use of non-GAAP measures as a useful predicting tool for investors; the possibility to extend asset life; and various other factors, including those factors discussed under “Item 3.D—Risk Factors” and “Item 5.A—Operating Results” in our Annual Report for the fiscal year ended December 31, 2018 filed on Form 20-F.For the purposes of the announced transactions, CAFD yield is the annual weighted average of CAFD expected to be generated by the investments over their first 10-year period from 2019, or from COD for those assets which are not yet in operation, divided by the expected acquisition price. CAFD Yield is an internal estimation subject to a high degree of uncertainty and our ability to reach this expected CAFD Yield depends on a variety of factors, including closing of the acquisitions on their expected terms, acquired assets performing as expected, acquired assets making cash distributions to the holding level as expected, and assets reaching COD by the expected date. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations. These factors should be considered in connection with information regarding risks and uncertainties that may affect our future results included in our filings with the U.S. Securities and Exchange Commission at www.sec.gov. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or targeted.The CAFD and other guidance included in this presentation are estimates as of February 28, 2019. These estimates are based on assumptions believed to be reasonable as of the date Atlantica Yield published its FY 2018 Financial Results. Atlantica Yield disclaims any current intention to update such guidance, except as required by law.Non-GAAP Financial Information This presentation also includes certain non-GAAP financial measures, including Further Adjusted EBITDA including unconsolidated affiliates, Further Adjusted EBITDA including unconsolidated affiliates as a percentage of revenues (margin) and CAFD. Non-GAAP financial measures are not measurements of our performance or liquidity under IFRS as issued by IASB and should not be considered alternatives to operating profit or profit for the period or any other performance measures derived in accordance with IFRS as issued by the IASB or any other generally accepted accounting principles or as alternatives to cash flow from operating, investing or financing activities. Please refer to the appendix of this presentation for a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with IFRS as well as the reasons why management believes the use of non-GAAP financial measures in this presentation provides useful information. 

 

---

 Key Messages         Atlantica, a strong value creation proposition focused on sustainable infrastructure         Q1 Dividend of $0.39/share, a +22% vs Q1’18 increase and a +5% vs Q4’18        Good progress toward financial optimization:2019 notes to be refinanced with improved terms and flexibilityLevers to maintain CAFD guidance even if Mojave’s distribution was delayed         New enhanced collaboration agreement with Algonquin that should allow Atlantica to accelerate its growth in the US         Solid Q1 2019 results, in line with expectations: Revenue1, Further Adj. EBITDA including unconsolidated affiliates2 and CAFD growth  Period over period revenue growth on a constant currency basis, that is, excluding negative FX translation impact.Further Adjusted EBITDA including unconsolidated affiliates includes our share in EBITDA of unconsolidated affiliates (see reconciliation on page 37).         Good progress on accretive growth: new acquisition announced today 

 

---

 Sustainable Infrastructure  1. Strategic Update   

 

---

       Focus on Sustainable Infrastructure  Renewable Energy viewed as a high growth market that requires Natural Gas, Power Storage and Transmission   Wind and Solar offer lower costs than conventional power in many regions~$10 trillion investment in new zero-emissions power generation assets until 2050~50% of the world power generation by 2050 from wind and solarNeed transmission lines, storage and natural gas power for dispatchabilityComplemented by further sustainable areas where we have expertise (i.e. hydro & desalination)Global water demand estimated to exceed supply by ~40% by 2030      $3.2 trillion investment globally in transmission infrastructures over the next decade to support renewable energy  Storage and Natural Gas are key “enablers” in the power sector to support Wind and Solar in the mid-term   Renewable Energy and Water Infrastructure  Efficient Natural Gas & Storage  TransmissionLines    Global water desalination market is expected to reach $26.8 billion by 2025 driven by increasing population / demand and depleted resources   Water          Sources:Bloomberg New Energy Finance – 2018 and World Energy Outlook 2017.The Global Electricity Transmission and Distribution Infrastructure Dataset (2016-2026) - Northeast Group, LLC. International Energy Outlook 2017.   Annual Energy Outlook, EIA.“Charting Our Water Future” report. 2030 Water Resources Group.According to Hexa Research.  

 

---

 Atlantica Is a Differentiated Sustainable Investment Opportunity Amidst a World in Transition  Experience                        Exposure      Scale                            Structure  %  Strong Strategic Partner      ~$330 million in accretive equity investments announced in the last 6 monthsExperienced management team with an average >20 years working in relevant sectors and regions  Operating in geographies favorable to wind and solar developmentDiversified infrastructure company by sectors, technologies and geographies Weighted average remaining contract life of 18 years1  Favorable tax structure and high payout to shareholdersNo IDRs and only one class of sharesMajority of independent directorsInvested in environmentally sustainable assets  Long-term partnership with Algonquin supports a sustainable strategy Direct access to new growth sources: first drop-down agreed (Sugar Creek)AAGES ROFO: development of global clean energy and water infrastructure assetsImproved financing sources for growth  24 contracted assets: 1,496 MW of renewable energy generation, 300 MW of conventional power generation, 1,152 miles of electric transmission lines and 10.5 Mft3 per day of water capacity   Regulated revenues in the case of the Spanish solar assets and Chile TL3. Weighted average years remaining as of December 31, 2018. 

 

---

 Regulated revenues in the case of the Spanish solar assets and Chile TL3. Weighted average years remaining as of December 31, 2018.Further Adjusted EBITDA including unconsolidated affiliates includes our share in EBITDA of unconsolidated affiliates. Additionally, for the fiscal year 2017, it includes the dividend from the preferred equity investment in Brazil or its compensation. Further Adjusted EBITDA Margin including unconsolidated affiliates is defined as Further Adjusted EBITDA including unconsolidated affiliates divided by revenue (see reconciliation on pages 31 and 32).FY 2017 CAFD includes $10.4 million of ACBH dividend compensation (see reconciliation on page 31).Based on CAFD estimates for the 2019-2023 period, including the acquisitions of new assets announced in November 2018, some of which have been not been closed yet as of today and may not be completed.Based on CAFD estimates for the 2019-2023 period. Non-resource dependence payments includes our transmission and transportation assets, our efficient natural gas plant, our water assets and ~70% revenues received by our Spanish assets.        LOW DEPENDENCE & HIGH RESILIENCE  Minimal  Commodity Risk   100%  Contracted revenues1  >90%  Interest rate fixed  18 years  Weighted average contracted life remaining1  HIGHLY DIVERSIFIED4  LONG-TERM HIGH QUALITY CONTRACTS  A Sustainable Business with Solid Cash Generation    STRONG LONG-TERM CASH FLOW VISIBILITY & GROWTH TRACK-RECORD  $M  Organic CAFD growthTails in most assets once debt is amortizedPossibility to extend contracted life   3  2  Non-resource dependence5   Generation Driven  >60% of CAFD comes from non-resource dependence payments5    +4%    +9%    +1% 

 

---

 Strong Value Proposition  Growth Embedded in Our Existing Portfolio   4  Core Strengths  High-Quality Portfolio  1  Efficient Corporate Structure   2  Prudent Financing Policy  3  Visible Accretive Growth Pipeline   Execution of Growth Strategy  Attractive Current Dividend Yield1    ~7.5%  +    8-10%  CAGR Target DPS Q4’17 – FY 20222  An Attractive Total Return Opportunity        Current dividend yield calculated as the last dividend payment declared ($0.39 x 4 = $1.56) divided by AY stock price as of May 8, 2019 ($20.30 per share). Compound annual growth rate of the annualized Q4 2017 quarterly dividend per share of $1.24 per share ($0.31 of Q4 2017 dividend multiplied by 4x). CAGR Target DPS represents the growth rate of DPS if the target DPS is achieved. There is no guarantee that such target will be achieved. See “Disclaimer – Forward Looking Statements”.   M&A in Attractive Markets  5 

 

---

         Strong Commitment to ESG  Relative Performance  Rank  Percentile  Renewable Power Production  1 out of 51  1st   Utilities  2 out of 404  1st   Global Universe   221 out of 9,802   3rd   Low risk of experiencing material financial impacts from ESG factors due to medium exposure and strong management of material ESG issues  Rated “Low ESG Risk”  Our renewable energy helped to avoid 5 million tons of CO2  Focus on Clean Energy  of our 2018 revenues came from solar and wind assets  Life on Land  We work to protect flora and fauna in the vicinity of our plants and to contain any negative impact from our operations on biodiversity  Health & Safety  Frequency-with-leave index below US Utilities’ averageZero major injuries in 2017, 2018 and 2019 YTD and 100% KPIs1 within targets  Equal oppor-tunities   We promote equal opportunities for our employees and stakeholders 41% of our employees are women  (1) KPI’s considered: General Frequency Index, Frequency with Leave Index and Total Recordable Deviation Index. For further information please see our Sustainability Report for the FY 2017.   76%  of our 2018 revenues came from low-carbon footprint businesses  87% 

 

---

 Significant Progress Achieved in Q1 2019  Highlights  Key Drivers                                  Unlocking Value Creation Within Existing Portfolio  Committed to achieving CAFD guidance irrespective of PG&E exposure2019 Notes to be refinanced with improved termsIntend to explore options to divest some assets and reinvest accretively to show value creation in 2019Positive outlook with regards to the upcoming renewable rate determination in Spain              Strategic Review Committee  Currently analyzing several strategic alternatives to optimize Atlantica’s value and to improve returns to shareholders            Accretive Growth  New investments integrated and performing as expectedAnnouncement of a new investmentPotential new transmission lines in USD in Uruguay with AAGESNew enhanced collaboration agreement signed with Algonquin with the goal of accelerating growth in the US  10