TerraForm Global Initiates Process to Explore Strategic Alternatives
September 19 2016 - 8:05AM
Company Working Collaboratively With
SunEdison Seeks to Resolve Intercompany Claims
Consensually
TerraForm Global, Inc. (Nasdaq:GLBL) (“TerraForm Global” or the
“Company”), a global 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 Global offers a unique opportunity
for a broad range of potential acquirers and investors.”
“We are actively exploring the potential sale of
all of TerraForm Global’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
Global stockholders, including through negotiation of new
sponsorship arrangements or through assumption of SunEdison’s
existing sponsorship agreements. TerraForm Global 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 Global stockholders.”
TerraForm Global has entered into confidentiality
arrangements with SunEdison, Inc. and representatives for certain
of its stakeholders to allow TerraForm Global to share confidential
information about strategic alternatives and other
matters. Certain strategic alternatives for TerraForm Global
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 Global to
approve a merger or sale of substantially all of TerraForm Global’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 Global, its
public stockholders and SunEdison given the collective alignment of
interests in maximizing stockholder value.”
TerraForm Global 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 Global
and SunEdison on a schedule that is consistent with the pursuit of
strategic alternatives by TerraForm Global.
“We believe it is in the best interests of
TerraForm Global 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 Global noted that its publicly traded
sister company, TerraForm Power, Inc. (Nasdaq:TERP), has announced
that it is undertaking a similar review of strategic
alternatives.
TerraForm Global has engaged Centerview Partners,
Greentech Capital Advisors and AlixPartners as financial advisors
and Sullivan & Cromwell LLP as its legal advisor.
About TerraForm Global
TerraForm Global is a renewable energy company that
is changing how energy is generated, distributed and owned.
TerraForm Global creates value for its investors by owning and
operating clean energy power plants in high-growth emerging
markets. For more information about TerraForm Global, please visit:
www.terraformglobal.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 Global
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 PriorTerraForm Globalbprior@terraform.com(650)
889-8628
Media:
Meaghan Repko / Michael Freitag / Nicholas LeasureJoele Frank,
Wilkinson Brimmer Katchermedia@terraform.com(212) 355-4449
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