TerraForm Power Initiates Process to Explore Strategic Alternatives
September 19 2016 - 8:05AM
Company Working Collaboratively With
SunEdison Seeks to Resolve Intercompany Claims
Consensually
TerraForm Power, Inc. (Nasdaq:TERP) (“TerraForm Power” or the
“Company”), an owner and operator of clean energy power plants,
today announced that, at the recommendation of its Corporate
Governance and Conflicts Committee, its Board of Directors has
initiated a process to explore and evaluate potential strategic
alternatives to maximize stockholder value, including a merger or
sale of its entire business.
“Our Board and management team have been working to preserve and
protect stockholder value and, after careful review, we have
decided that exploring all possible alternatives to maximize that
value is in the best interests of all our stockholders,” said Peter
Blackmore, Interim Chief Executive Officer. “With a diverse
portfolio of assets and record of strong operating performance,
TerraForm Power offers a unique opportunity for a broad range of
potential acquirers and investors.”
“We are actively exploring the potential sale of all of
TerraForm Power’s equity interests, as well as alternative
structures,” continued Blackmore. “We are open to considering a
transaction involving a new sponsor that would contribute to the
stabilization and future growth of the Company’s very attractive
platform of generation assets in a way that benefits TerraForm
Power stockholders, including through negotiation of new
sponsorship arrangements or through assumption of SunEdison’s
existing sponsorship agreements. TerraForm Power also is taking
appropriate steps to operate as an independent company without a
new sponsor, if that should become necessary in the short or long
term. Our benchmark for decisions will be the best interests of
TerraForm Power stockholders.”
TerraForm Power has entered into confidentiality arrangements
with SunEdison, Inc. and representatives for certain of its
stakeholders to allow TerraForm Power to share confidential
information about strategic alternatives and other
matters. Certain strategic alternatives for TerraForm Power
may require stockholder approval. Since SunEdison is operating
under Chapter 11 bankruptcy protection, many decisions made by
SunEdison - such as how to vote its shares in TerraForm Power to
approve a merger or sale of substantially all of TerraForm Power’s
assets - may require the approval of the U.S. Bankruptcy Court for
the Southern District of New York. According to Blackmore, “We have
been working closely with SunEdison on disposition alternatives so
far and regard a collaborative exploration of strategic
alternatives to be in the best interests of TerraForm Power, its
public stockholders and SunEdison given the collective alignment of
interests in maximizing stockholder value.”
TerraForm Power also has notified SunEdison that its Corporate
Governance and Conflicts Committee is prepared to enter into
discussions with SunEdison and/or its stakeholders to settle
intercompany claims and defenses between TerraForm Power and
SunEdison on a schedule that is consistent with the pursuit of
strategic alternatives by TerraForm Power.
“We believe it is in the best interests of TerraForm Power and
SunEdison for there to be a prompt settlement of all intercompany
claims and defenses to facilitate the strategic review process,"
said Jack Stark, Chairman of the Corporate Governance and Conflicts
Committee. “We are committed to negotiate actively with SunEdison
to resolve intercompany matters consensually on arm's-length terms
as soon as possible, although we stand ready to enforce our rights
in litigation if necessary."
TerraForm Power noted that its publicly traded sister company,
TerraForm Global, Inc. (Nasdaq:GLBL), has announced that it is
undertaking a similar review of strategic alternatives.
TerraForm Power has engaged Centerview Partners, Morgan Stanley
and AlixPartners as financial advisors and Sullivan & Cromwell
LLP as its legal advisor.
About TerraForm Power
TerraForm Power is a renewable energy company that is changing
how energy is generated, distributed and owned. TerraForm Power
creates value for its investors by owning and operating clean
energy power plants. For more information about TerraForm Power,
please visit: www.terraformpower.com.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts. These statements involve
estimates, expectations, projections, goals, assumptions, known and
unknown risks, and uncertainties and typically include words or
variations of words such as “expect,” “anticipate,” “believe,”
“intend,” “plan,” “seek,” “estimate,” “predict,” “project,” “goal,”
“guidance,” “outlook,” “objective,” “forecast,” “target,”
“potential,” “continue,” “would,” “will,” “should,” “could,” or
“may” or other comparable terms and phrases.
They include, without limitation, statements relating to the
potential sale of all of the Company’s equity interests; the
possibility of a transaction involving a new sponsor, new
sponsorship arrangements or the assumption of SunEdison’s existing
sponsorship arrangements; the stabilization and future growth of
the Company; the operation of TerraForm Power as an independent
company; approval of any transaction by the Company’s stockholders,
SunEdison or the U.S. Bankruptcy Court for the Southern District of
New York; and the settlement of intercompany claims and defenses.
These forward-looking statements are based on current expectations
as of the date of this press release and are subject to known and
unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such
statements, including but not limited to: whether the sale of the
Company’s equity interests or an alternative transaction occurs;
the ability to identify a suitable counterparty for a transaction;
the terms of any such transaction, including whether any such
transaction involves a new sponsorship arrangement or the
assumption of SunEdison’s existing sponsorship arrangement; the
amount of time a transaction may take; the approval of a
transaction by any necessary parties; whether the Company and
SunEdison and/or its stakeholders are able to reach an acceptable
settlement of any intercompany claims and defenses and the terms of
any such settlement; as well as additional factors we have
described in other filings with the Securities and Exchange
Commission.
The risks included above are not exhaustive. Other factors that
could adversely affect our business and prospects are described in
the filings made by us with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise
any forward-looking statement as a result of new information,
future events or otherwise, except as otherwise required by
law.
Contacts:
Investors:
Brett Prior
TerraForm Power
bprior@terraform.com
(650) 889-8628
Media:
Meaghan Repko / Michael Freitag / Nicholas Leasure
Joele Frank, Wilkinson Brimmer Katcher
media@terraform.com
(212) 355-4449
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