Enters into Memorandum of Understanding with
SunEdison
TerraForm Power, Inc. (Nasdaq:TERP) (“TerraForm Power” or the
“Company”), an owner and operator of clean energy power plants,
today announced that the Company has entered into an exclusivity
agreement with Brookfield Asset Management (“Brookfield”) in
connection with its previously disclosed strategic alternatives
process to maximize shareholder value. Under the exclusivity
agreement, the Company has agreed to negotiate exclusively with
Brookfield in connection with a potential business combination
between the Company and Brookfield until the earlier of the
execution of a definitive agreement for such transaction or 11:59
p.m. New York City time on February 21, 2017.
There is no assurance that the Company and Brookfield will enter
into a definitive agreement for a potential transaction and there
is no assurance as to the form, terms or timing of any transaction
even if an agreement is reached between the parties.
Settlement Discussions with SunEdison, Inc.
As previously disclosed, TerraForm Power has been engaged in
settlement discussions with SunEdison, Inc. (“SunEdison”) as part
of its ongoing strategic alternatives process, and announced today
that it has entered into a memorandum of understanding (the “MOU”)
with SunEdison. The MOU outlines potential separate settlements of
claims between SunEdison and the Company and SunEdison and
TerraForm Global, Inc. (Nasdaq:GLBL) (“TerraForm Global”) in
connection with the Chapter 11 bankruptcy case of SunEdison (the
“SunEdison Bankruptcy”). The Company’s Board of Directors approved
the MOU upon the recommendation of its independent members who do
not also serve on the Board of Directors of TerraForm Global. The
settlements of the intercompany claims are subject to the approval
of the U.S. bankruptcy court overseeing the SunEdison Chapter 11
cases.
The MOU contains certain non-binding proposed settlement terms
to resolve the complex legal relationship between the Company and
SunEdison, including, among other things, an allocation of the
total consideration paid in connection with a transaction for all
or part of TerraForm Power and, with certain exceptions, the full
mutual release of all claims of SunEdison and its affiliated
debtors and non-debtors. Under the proposed settlement terms,
SunEdison would receive consideration equal to 36.9% of the total
consideration paid to all of the Company’s shareholders, reflecting
the settlement of intercompany claims, cancelation of incentive
distribution rights and other factors considered by the Company’s
Board of Directors. The remaining consideration would be
distributed to holders of shares of the Class A common stock of the
Company.
In addition, under the MOU, TerraForm Power and SunEdison will
work toward the terms of an agreement for a sale of all or part of
the Company, provided that the final settlement agreement is
reached on or before January 27, 2017. Any transaction will be
jointly approved by both TerraForm Power and SunEdison.
The proposed terms are not legally binding on any party to the
MOU and are subject to a number of conditions and contingencies,
including TerraForm Power entering into a transaction jointly
approved by the Company and SunEdison, TerraForm Global entering
into a transaction jointly approved by TerraForm Global and
SunEdison and approval by the U.S. Bankruptcy Court by April 1,
2017 of the settlement agreements involving SunEdison and each of
the Company and TerraForm Global.
Additional information about the agreements described herein can
be found in the Current Report on Form 8-K that the Company filed
with the Securities and Exchange Commission on January 23, 2017. A
copy of the filing is available on the Investors page of TerraForm
Power’s website at http://www.terraformpower.com.
TerraForm Power has engaged AlixPartners, Centerview Partners
and Morgan Stanley 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
Except for historical information in this press release, this
press release 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
TerraForm Power, TerraForm Global and SunEdison entering into
settlement agreements; TerraForm Power, TerraForm Global and
SunEdison documenting or entering into an agreement for a sale of
all or part of the Company or TerraForm Global; the proposed terms
and timing of any settlement agreement (including the proposed
allocation of the total consideration paid in connection with a
transaction for all or part of the Company or TerraForm Global and
the mutual release of claims of SunEdison TerraForm Power and
TerraForm Global); the contingencies relating to approval of any
settlement of claims between TerraForm Power, TerraForm Global and
SunEdison, including approval by the bankruptcy court in the
SunEdison Bankruptcy; and the form, terms and timing of a
transaction, if any, between the Company and Brookfield. 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 and when TerraForm Power,
TerraForm Global and SunEdison are able to reach definitive
settlement agreements, the terms of any such settlement agreements,
whether the bankruptcy court in the SunEdison Bankruptcy would
approve the terms of any such settlement agreement, whether any
interested party in the SunEdison Bankruptcy would contest the
terms of any such settlement agreement, whether and when the
Company and Brookfield are able to reach an agreement for a sale of
the Company, the terms of any such agreement, whether any such
agreement would be approved by the necessary parties ,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
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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