TerraForm Global Commences Change of Control Tender Offer for Its Outstanding Senior Notes Due 2022
January 26 2018 - 3:13PM
TerraForm Global, Inc., a Delaware corporation, announced today
that its wholly-owned subsidiary, TerraForm Global Operating, LLC
(the “Issuer”) has commenced a cash tender offer (the “Offer”) for
any and all of its outstanding U.S. dollar denominated 9.75% Senior
Notes due 2022 (CUSIP Nos./ISINs 88104UAA1/US88104UAA16 and
U8812UAA9/USU8812UAA98) (the “Notes”), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated January
26, 2018 (as it may be amended or supplemented from time to time,
the “Statement”), and in the related Letter of Transmittal (as it
may be amended or supplemented from time to time, the “Letter of
Transmittal” and, collectively with the Statement, the “Offer
Documents”).
The Offer will expire at 11:59 p.m., New York
City time, on February 26, 2018 (such time and date, as it may be
extended, the “Expiration Time”), in each case, unless earlier
terminated by the Issuer. Notes validly tendered may be
validly withdrawn at any time at or before the Expiration Time, but
not thereafter.
The Offer is being made pursuant to the
indenture dated as of August 5, 2015 (the “Indenture”) among the
Issuer, the guarantors party thereto and U.S. Bank National
Association, as trustee, under which the Notes were issued.
The Indenture and the Notes provide that the Issuer must make an
offer to repurchase Notes from holders in connection with the
occurrence of a “Change of Control” (as defined in the
Indenture). Upon completion of TerraForm Global, Inc.’s
previously announced merger with an affiliate of Brookfield Asset
Management Inc., a Change of Control occurred with respect to the
Issuer. Accordingly, the Issuer is offering to purchase any
and all of the Notes at a purchase price of 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, on the
Notes repurchased to the Payment Date (as defined below), subject
to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date.
The table below summarizes certain payment terms
of the Offer:
CUSIP Nos. /ISINs |
Outstanding Principal Amount of
Notes |
Description of Notes |
Tender Offer Consideration* |
CUSIP: 88104UAA1, U8812UAA9 ISIN: US88104UAA16, USU8812UAA98 |
$521,424,000 |
9.75% SeniorNotes due 2022 |
$1,010 |
* Per $1,000 principal amount of Notes.
Subject to the terms and conditions of the
Offer, the Issuer will, promptly after the Expiration Time, and not
earlier than 30 days after the date of the Offer to Purchase,
accept for purchase all Notes validly tendered and not validly
withdrawn at or before the Expiration Time. The Issuer will
pay the Tender Offer Consideration for Notes accepted for purchase
promptly following the acceptance of such Notes for purchase (the
date of such payment being referred to as the “Payment Date”).
This news release is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell the Notes. The Offer is being made only
pursuant to the Offer Documents that the Issuer will be
distributing to holders promptly. Holders and investors
should read carefully the Offer Documents because they contain
important information, including the various terms of and condition
to the Offer. None of the Issuer, the tender agent, the
information agent or their respective affiliates is making any
recommendation as to whether or not holders should tender all or
any portion of their Notes in the Offer.
Cautionary Statement on Forward-Looking
StatementsThis 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.
Information AgentD.F. King
& Co., Inc.(877) 297-1744 (toll-free)(212) 269-5550 (collect)
Email: terraform@dfking.com
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