U.K. Portfolio Sale
We are currently exploring a sale of substantially all of our portfolio of solar power plants located in the United Kingdom through a broad based sales process. We have entered into negotiations with a preferred bidder. However, we cannot give any assurance as to when or if we will complete any such sale.
January 2015 public offering
On January 22, 2015, we sold 13,800,000 shares of our Class A common stock to the public in a registered offering including 1,800,000 shares sold pursuant to the underwriters' overallotment option. We received net proceeds of $390.6 million, which were used to purchase 13,800,000 Class A units of Terra LLC. Terra LLC used $50.9 million to repurchase 1,800,000 Class B units from SunEdison. Concurrent with this transaction, 1,800,000 shares of our Class B common stock were canceled. Terra LLC used the remaining proceeds from the sale of its Class A units to pay, among other things, for part of the purchase price of the First Wind Acquisition and to repay remaining amounts outstanding under the corporate-level term loan facility in place at the time (the "Term Loan").
Term Loan and Revolver
On January 28, 2015, Terra Operating LLC repaid the Term Loan in full and replaced its existing revolving credit facility with the new $550.0 million Revolver. The Revolver consists of a revolving credit facility of at least $550.0 million (available for revolving loans and letters of credit). The Revolver matures on January 28, 2020. Each of Terra Operating LLC's existing and subsequently acquired or organized domestic restricted subsidiaries (excluding non-recourse subsidiaries) and Terra LLC are or will become guarantors under the Revolver.
On May 1, 2015 and August 11, 2015, Terra Operating LLC exercised its option to increase its borrowing capacity under the Revolver by $100.0 million and $75.0 million, respectively. As a result of these transactions, Terra Operating LLC had a total borrowing capacity of $725.0 million under the Revolver as of December 31, 2015. There were $655.0 million of revolving loans outstanding under the Revolver as of December 31, 2015 and $652.0 million of revolving loans outstanding under the Revolver as of October 31, 2016. The Company had outstanding letters of credit under the Revolver of $67.4 million as of December 31, 2015 and $71.4 million as of October 31, 2016. In connection with the consent agreement and ninth amendment to the terms of the Revolver and the waiver agreement under the Revolver (each as discussed below), Terra Operating LLC repaid $70.0 million and $30.0 million of revolving loans outstanding under the Revolver on November 10, 2016 and on December 1, 2016, respectively, and permanently reduced the revolving commitments and borrowing capacity by such amounts. As a result of these two commitment reductions, the total borrowing capacity under our Revolver has been reduced to $625.0 million as of December 1, 2016.
On December 9, 2015, Terra Operating LLC entered into a third amendment to the Revolver which amends the Leverage Ratio (as defined therein) from 5:00:1:00 (subject to certain increases if certain acquisitions are consummated), to as follows:
6:00:1:00 for any fiscal quarter occurring after September 30, 2015, but ending on or before December 31, 2016;
5.75:1:00 for any fiscal quarter occurring after December 31, 2016, but ending on or before December 31, 2017; and
5:00:1:00 for any fiscal quarter ending after December 31, 2017 (subject to certain increases if certain acquisitions are consummated).
At Terra Operating LLC’s option, all outstanding amounts under the Revolver initially bore interest at a rate per annum equal to either (i) a base rate plus a margin of 1.50%, or (ii) a reserve adjusted Eurodollar rate plus a margin of 2.50%. Beginning July 1, 2015, the base rate margin ranges between 1.25% and 1.75% and the Eurodollar rate margin ranges between 2.25% and 2.75%, as determined by reference to a leverage-based grid. As of December 31, 2015, the applicable base rate and Eurodollar rate margins were 1.25% and 2.25%, respectively.
The Revolver provides for voluntary prepayments, in whole or in part, subject to notice periods, and requires Terra Operating LLC to prepay outstanding borrowings in an amount equal to 100% of the net cash proceeds received by Terra LLC or its restricted subsidiaries from the incurrence of indebtedness not permitted by the Revolver by Terra Operating LLC or its restricted subsidiaries.