Enters into Memorandum of Understanding with SunEdison
BETHESDA, Md., Jan. 23, 2017 (GLOBE NEWSWIRE) -- TerraForm Global, Inc. (Nasdaq:GLBL) (“TerraForm Global” or the
“Company”), a global 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 March 6, 2017.
TerraForm Global also noted that, prior to entering into the exclusivity agreement, the Company received a revised bid letter
from Brookfield. In its letter, Brookfield proposed four possible transactions, none of which is subject to any financing
condition. Under the terms of the consideration, Brookfield would either acquire 100% of the Company for as much as $4.35 per share
or replace SunEdison as the Company’s sponsor and purchase 50.1% of the Company’s outstanding shares for as much as $4.25 per
share. However, any aggregate amounts payable to the Company’s shareholders will reflect the terms of a final settlement agreement,
if any, between the Company and SunEdison as described below. The terms of any such final settlement agreement may cause any
amounts payable in a transaction for all or part of the Company to differ materially from those described above.
Brookfield’s proposals are subject to certain conditions, including the satisfactory completion of confirmatory due diligence
and the negotiation of mutually acceptable definitive transaction documentation, which addresses, among other things, the treatment
of potential liabilities previously disclosed by the Company, a voting and support agreement with SunEdison and the negotiation of
a comprehensive settlement agreement between the Company and SunEdison that is acceptable to Brookfield.
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. The
final form and terms of any such transaction, including any consideration ultimately received by the Company’s shareholders in such
transaction, and any conditions to closing, may be materially different from the terms under Brookfield’s proposals described
above.
Settlement Discussions with SunEdison, Inc.
As previously disclosed, TerraForm Global 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 Power, Inc. (Nasdaq:TERP) (“TerraForm Power”) 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 Power. 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 Global 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 25% 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 Global 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 Global 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 Global entering into a transaction jointly approved by the Company and SunEdison, TerraForm Power entering into
a transaction jointly approved by TerraForm Power and SunEdison and approval by the Bankruptcy Court by April 1, 2017 of the
settlement agreements involving SunEdison and each of the Company and TerraForm Power.
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 Global’s website at http://www.terraformglobal.com.
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
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 Global, TerraForm Power and SunEdison entering into
settlement agreements; TerraForm Power, TerraForm Global and SunEdison documenting or entering into an agreement for the sale of
all or part of the Company or TerraForm Power; 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 Power 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; proposals for a sale of the Company to Brookfield; and the form, terms and timing of a transaction, if any,
between the Company (or the Company and TerraForm Power) and Brookfield, including the proposed consideration to be received from
such transaction. 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 (or the Company and TerraForm
Power) and Brookfield are able to reach an agreement for a sale of the Company (or the Company and TerraForm Power); 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 Global investors@terraform.com Media: Meaghan Repko / Joseph Sala / Nicholas Leasure Joele Frank, Wilkinson Brimmer Katcher media@terraform.com (212) 355-4449
