TerraForm Global, Inc. (Nasdaq:GLBL) (the
“
Company”), a global owner and operator of clean
energy power plants, today announced that its subsidiary TerraForm
Global Operating, LLC (“
TerraForm Global”) has
launched an amended and restated solicitation of consents (the
“Consent Solicitation”) from holders of record as of 5:00 p.m., New
York City time, on November 14, 2016 (the “
Record
Date”) of its 9.75% Senior Notes due 2022 (the
“
Notes”) to obtain waivers (the
“
Proposed Waiver”) relating to
certain reporting covenants under the indenture dated as of August
5, 2015 (as supplemented, the “
Indenture”) among
TerraForm Global, as issuer, the Guarantors party thereto and U.S.
Bank National Association, as trustee (the
“
Trustee”).
The Consent Solicitation amends and restates the
terms of the solicitation of consents of holders of the Notes by
TerraForm Global, as set forth in the Consent Solicitation
Statement and the related Letter of Consent, each dated November
15, 2016 and as extended.
Any holder that previously consented to the
consent solicitation as set forth in the Consent Solicitation
Statement and the related Letter of Consent, each dated November
15, 2016 (prior to the amendment and restatement on the date
hereof), is required to re-submit its consent to the Proposed
Waiver by properly completing and executing the Letter of Consent
(as amended and restated on the date hereof) in accordance with the
instructions set forth in the Consent Solicitation Statement and
the related Letter of Consent (in each case as amended and restated
on the date hereof) in order to receive any Consent Fee (as defined
below).
The Proposed Waiver would waive (i) any and all
Defaults or Events of Default (as such terms are defined in the
Indenture) existing as of the Waiver Extension Date (as defined
below) as a result of the expiration of the September Waiver (as
defined in the Consent Solicitation Statement), and the
consequences thereof, with respect to any failure to comply with
the Indenture, the Notes or the Note Guarantees (as defined in the
Indenture) that may have occurred, directly or indirectly, as a
result of, arising from, relating to or in connection with a
failure to comply with the covenants set forth in Section 4.03 of
the Indenture (other than those under Section 4.03(a)(3) thereof
relating to current reports on Form 8-K) (such covenants, other
than those under Section 4.03(a)(3) thereof, being referred to
herein as the “Annual and Quarterly Reporting
Covenants”) and (ii) compliance with the Annual and
Quarterly Reporting Covenants, in each case from 5:00 p.m., New
York City time, on December 6, 2016 (such date and time, the
“Waiver Extension Date”) until the applicable
Waiver Expiration Date (as defined below), if TerraForm Global has
not, by the Waiver Extension Date, filed with the Securities and
Exchange Commission (the “SEC”) or made publicly
available all annual and quarterly reports that would have been
required to be so filed or made publicly available pursuant to the
Annual and Quarterly Reporting Covenants and cured each Default or
Event of Default in connection therewith.
The Consent Solicitation will expire at 5:00
p.m., New York City time, on December 6, 2016, unless extended or
earlier terminated by TerraForm Global in its sole discretion (the
“Consent Date”).
TerraForm Global’s obligation to accept consents
and pay the Initial Consent Fee (as defined below) is conditioned
on, among other things, there being validly delivered and unrevoked
consents from the holders of not less than a majority in aggregate
principal amount of the Notes (the “Requisite
Consents”). TerraForm Global is offering each holder of
the Notes that consents (a “Consenting Holder”) to
the Proposed Waiver an initial consent fee (the “Initial
Consent Fee”) of $3.50 per $1,000 principal amount of the
Notes held by such holder as to which TerraForm Global receives and
accepts consents. If the Requisite Consents are received on or
prior to the Consent Date, TerraForm Global will be deemed to have
accepted the consents if, as and when it pays the Initial Consent
Fee (it being understood that such payment shall, for purposes of
the effectiveness of the Proposed Waiver, be deemed satisfied if
TerraForm Global pays the Initial Consent Fee in full to the
Tabulation Agent (as referred to below) and instructs the
Tabulation Agent to pay the Initial Consent Fee to each Consenting
Holder in accordance with the terms hereof), at which time the
Proposed Waiver will become effective and will remain effective
until 5:00 p.m., New York City time, on December 26, 2016 (such
time and date, the “Initial Waiver Expiration
Date”).
If TerraForm Global has not, by the Initial
Waiver Expiration Date, filed with the SEC or made publicly
available all annual and quarterly reports that would have been
required to be so filed or made publicly available pursuant to the
Annual and Quarterly Reporting Covenants and cured each Default or
Event of Default in connection therewith, TerraForm Global may, on
or prior to the Initial Waiver Expiration Date, pay, or cause to be
paid, to each Consenting Holder of the Notes an extension fee (the
“Extension Fee” and, together with the Initial Consent Fee, the
“Consent Fees”) of $1.50 per $1,000 principal amount of the Notes
held by such Holder as to which TerraForm Global received and
accepted consents, in which case the effectiveness of the Proposed
Waiver shall be extended, automatically and without any further
action on the part of any Holder, until 5:00 p.m., New York City
time, on January 6, 2017 (such time and date, the “Final
Waiver Expiration Date” and, together with the Initial
Waiver Expiration Date, in each case as then in effect, the
applicable “Waiver Expiration Date”). If TerraForm
Global fails to pay, or cause to be paid, on or prior to the
Initial Waiver Expiration Date, the Extension Fee to each
Consenting Holder of the Notes, the Proposed Waiver will terminate,
and be of no further force and effect, on and after the Initial
Waiver Expiration Date.
Upon receipt of the Requisite Consents,
TerraForm Global agrees that written notice shall be deemed to have
been validly given, for the purposes of Section 6.01(3) of the
Indenture, on December 6, 2016 with respect to the quarterly report
on Form 10-Q for the period ended June 30, 2016.
In connection with the Proposed Waiver,
TerraForm Global will make publicly available on or before December
7, 2016 certain information relating to its project-level cash
balance, its project-level indebtedness, its cash balances and its
total indebtedness, each as of October 31, 2016, pursuant to
discussions between advisors to TerraForm Global, on the one hand,
and Willkie Farr & Gallagher LLP and Evercore Group L.L.C., in
their capacity as advisors to an ad hoc group of holders of the
Notes, on the other hand, and will pay the reasonable fees and
expenses of such advisors incurred in connection with the Proposed
Waiver. An Event of Default under the Indenture shall occur
if TerraForm Global fails to comply with these additional
agreements for 5 Business Days after written notice given by the
Trustee or Holders of at least 25% in aggregate principal amount of
Notes then outstanding voting as a single class.
Copies of the Consent Solicitation Statement and
the Letter of Consent (in each case as amended and restated on the
date hereof) may be obtained by holders of the Notes from the
Tabulation Agent for the Consent Solicitation, Global Bondholder
Services Corporation, at (866) 924-2200.
Citigroup Global Markets Inc. is the
Solicitation Agent for the Consent Solicitation. Questions
regarding the Consent Solicitation may be directed to Citigroup
Global Markets Inc., at (800) 558-3745 and (212) 723-6106.
None of TerraForm Global, the Tabulation Agent,
the Solicitation Agent, the Trustee or any of their respective
affiliates makes any recommendation as to whether holders of the
Notes should deliver their consent to the Proposed Waiver pursuant
to the Consent Solicitation, and no one has been authorized by any
of them to make such a recommendation. Each holder of the Notes
must make its own decision as to whether to give its consent.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES
ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS IN ANY
JURISDICTION.
THE CONSENT SOLICITATION IS BEING MADE ONLY
PURSUANT TO THE CONSENT SOLICITATION STATEMENT AND THE LETTER OF
CONSENT (IN EACH CASE AS AMENDED AND RESTATED ON THE DATE HEREOF)
THAT THE TABULATION AGENT WILL DISTRIBUTE TO HOLDERS OF THE NOTES.
HOLDERS OF THE NOTES SHOULD CAREFULLY READ SUCH CONSENT
SOLICITATION STATEMENT AND LETTER OF CONSENT PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE SUCH
DOCUMENTS CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS
TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.
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.
Contacts:
Investors:
Brett Prior
TerraForm Global
investors@terraform.com
Media:
Meaghan Repko / Joseph Sala / Nicholas Leasure
Joele Frank, Wilkinson Brimmer Katcher
media@terraform.com
(212) 355-4449
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