Item 8.01. Other Events.
On July 17, 2014, SunEdison, Inc. ("SunEdison") and TerraForm Power, Inc.
("TerraForm") issued a press release on the subject of the pricing of the
initial public offering (the "IPO") of the common stock of TerraForm, a
subsidiary of SunEdison. TerraForm, has priced an underwritten initial public
offering of 20,065,000 shares of its Class A common stock at a price to the
public of $25.00 per share. The shares will begin trading on the NASDAQ Global
Select Market on July 18, 2014 under the ticker symbol "TERP." In connection
with this offering, TerraForm Power has granted the underwriters a 30-day option
to purchase up to an additional 3,009,750 shares of Class A common stock at the
initial public offering price. TerraForm Power will also receive gross proceeds
of $65.0 million from the sale of shares of Class A common stock in connection
with two concurrent private placement transactions at a price per share equal to
the initial public offering price.
TerraForm Power intends to use $371.2 million of the net proceeds of this
offering and the gross proceeds of $65.0 million from the private placement
transactions to acquire newly-issued Class A units of TerraForm Power, LLC
("Terra LLC"). Terra LLC will use such proceeds, together with the proceeds from
a new term loan facility, to repay all outstanding indebtedness (including
accrued interest) under its bridge facility, to pay fees and expenses related to
to the new term loan and new revolving credit facility, to repay approximately
$47.0 million of project-level indebtedness and for general corporate purposes,
which may include future acquisitions of solar assets from SunEdison or from
unaffiliated third parties. In addition, Terra LLC will also use approximately
$86.0 million of the net proceeds to pay for the acquisition of, and milestone
payments relating to, certain projects included in TerraForm Power's initial
portfolio from third parties. TerraForm Power intends to use $92.8 million of
the net proceeds, plus any proceeds resulting from the underwriters' exercise of
their option to purchase additional shares of Class A common stock up to $69.6
million of additional net proceeds, to purchase Class B units of Terra LLC and
shares of Class B common stock held by SunEdison or its affiliates at a price
equal to the initial public offering price less the underwriting discounts and
commissions and structuring fee, which securities will immediately be cancelled
contemporaneously with Terra LLC issuing Class A units to TerraForm Power.
A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
99.1 Press Release issued July 17, 2014