TerraForm Power Issues Conditional Call Redemption Notice for its $950 Million Senior Notes due 2023
November 27 2017 - 1:50PM
TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power") today
announced that its indirect subsidiary, TerraForm Power Operating,
LLC (the "Issuer") has delivered a notice of redemption of all of
its outstanding $950 million aggregate principal amount of 5.875%
Senior Notes due 2023 (the "2023 Notes"), subject to, and
conditioned upon, the closing of its previously announced private
offering of $1 billion aggregate principal amount of senior notes
(the "Redemption Condition"). The 2023 Notes will, subject to, and
conditioned upon, the Redemption Condition, be redeemed in
accordance with the indenture governing the 2023 Notes. This press
release does not constitute a notice of redemption of the 2023
Notes.
The redemption date for the 2023 Notes provided in the notice of
redemption is December 12, 2017 (the "Redemption Date"), provided
that the Redemption Date for the 2023 Notes may be extended by the
Issuer pending satisfaction of the Redemption Condition. The 2023
Notes will be redeemed at a redemption price that we currently
estimate to include a make-whole premium of approximately $51
million in the aggregate, plus accrued and unpaid interest. If the
Redemption Condition is not satisfied, the 2023 Notes will not be
redeemed and will remain outstanding.
About TerraForm Power
TerraForm Power owns and operates a best-in-class renewable
power portfolio of solar and wind assets located primarily in the
U.S., totaling more than 2,600 megawatts of installed
capacity. TerraForm Power has a mandate to acquire operating
solar and wind assets in North America and Western Europe.
TerraForm Power is listed on the Nasdaq stock exchange
(Nasdaq:TERP). It is sponsored by Brookfield Asset
Management, a leading global alternative asset manager with ~US$265
billion of assets under management.
For more information about TerraForm Power, please visit:
www.terraformpower.com.
Contacts for Investors / Media:
TerraForm Powerinvestors@terraform.com
Safe Harbor Disclosure
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. All statements that
address operating performance, events, or developments that
TerraForm Power expects or anticipates will occur in the future are
forward-looking statements. They may include statements regarding
the redemption of existing notes, the terms of the new offering and
the intended use of the proceeds of the new offering, or
descriptions of assumptions underlying any of the above.
Forward-looking statements provide TerraForm Power’s current
expectations or predictions of future conditions, events, or
results and speak only as of the date they are made. Although
TerraForm Power believes its expectations and assumptions are
reasonable, it can give no assurance that these expectations and
assumptions will prove to have been correct and actual results may
vary materially.
By their nature, forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements.
Factors that might cause such differences include, but are not
limited to, risks related to Brookfield sponsorship, including our
ability to realize the expected benefits of the transaction with
Brookfield, risks related to wind conditions at our wind assets or
to weather conditions at our solar assets, risks related to
potential events of default at our project financings, risks
related to delays in our filing of periodic reports with the SEC,
risks related to the effectiveness of our internal controls over
financial reporting, pending and future litigation, our ability to
integrate the projects we acquire from third parties or otherwise
and realize the anticipated benefits from such acquisitions, the
willingness and ability of counterparties to fulfill their
obligations under offtake agreements, price fluctuations,
termination provisions and buyout provisions in offtake agreements,
our ability to enter into contracts to sell power on acceptable
prices and terms, including as our offtake agreements expire, our
ability to successfully identify, evaluate and consummate
acquisitions, government regulation, including compliance with
regulatory and permit requirements and changes in market rules,
rates, tariffs, tax rules, environmental laws and policies
affecting renewable energy, operating and financial restrictions
placed on us and our subsidiaries related to agreements governing
indebtedness, the condition of the debt and equity capital markets
and our ability to borrow additional funds and access capital
markets, as well as our substantial indebtedness and the
possibility that we may incur additional indebtedness going
forward, cash trapped at the project level, including the risk that
such project-level cash may not be released up to us in a timely
manner, risks related to the proposed relocation of our
headquarters, our ability to compete against traditional and
renewable energy companies, and hazards customary to the power
production industry and power generation operations, such as
unusual weather conditions and outages.
TerraForm Power disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in
underlying assumptions, factors, or expectations, new information,
data, or methods, future events, or other changes, except as
required by law. The foregoing list of factors that might cause
results to differ materially from those contemplated in the
forward-looking statements should be considered in connection with
information regarding risks and uncertainties which are described
in TerraForm Power’s Form 10-K for the fiscal year ended December
31, 2016, as well as additional factors it may describe from time
to time in other filings with the Securities and Exchange
Commission. You should understand that it is not possible to
predict or identify all such factors and, consequently, you should
not consider any such list to be a complete set of all potential
risks or uncertainties.
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