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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 12/05/2016
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Acquisitions of renewable energy facilities from SunEdison

During the year ended December 31, 2015, we acquired renewable energy facilities with a combined nameplate capacity of 573.5 MW from SunEdison as summarized in the table below:
 
 
 
 
 
 
Year Ended December 31, 2015
 
As of December 31, 2015
Facility Category
 
Type
 
Location
 
Nameplate Capacity (MW)
 
Number of Sites
 
Initial Cash Paid1
 
Cash Due to SunEdison2
 
Debt Assumed3
 
Debt Transferred4
Distributed Generation
 
Solar
 
U.S.
 
91.5

 
74

 
$
155,573

 
$
2,600

 
$

 
$

Residential
 
Solar
 
U.S.
 
12.9

 
1,806

 
25,053

 

 

 

Utility
 
Solar
 
U.S.
 
54.8

 
9

 
69,868

 
14,341

 

 
14,475

Utility
 
Solar
 
U.K.
 
214.3

 
14

 
150,595

 

 
205,587

 

Utility
 
Wind
 
U.S.
 
200.0

 
1

 
127,000

 

 

 

Total
 
 
 
 
 
573.5

 
1,904

 
$
528,089

 
$
16,941

 
$
205,587


$
14,475

————
(1)
Represents the amount paid to SunEdison on the date of acquisition of renewable energy facilities from SunEdison. Excludes aggregated tax equity partner payments of $363.6 million to SunEdison.
(2)
Represents commitments by us to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison, which was paid to SunEdison during the first quarter of 2016. This commitment is not recorded on the Company's balance sheet as of December 31, 2015 and excludes tax equity partner payments of $9.2 million due to SunEdison.
(3)
Represents debt that was assumed by us as of the acquisition date which was subsequently refinanced on November 6, 2015.
(4)
Represents debt recorded on our balance sheet as of December 31, 2015. This debt was repaid by SunEdison during the first quarter of 2016 using cash proceeds paid by us and the tax equity partner to SunEdison for the acquisition of these facilities.

During the ten months ended October 31, 2016, we acquired renewable energy facilities with a combined nameplate capacity of 19.2 MW from SunEdison as summarized in the table below:
 
 
 
 
 
 
Ten Months Ended October 31, 2016
 
As of October 31, 2016
Facility Category
 
Type
 
Location
 
Nameplate Capacity (MW)
 
Number of Sites
 
Cash Paid1
 
Cash Due to SunEdison2
 
Debt Assumed
 
Debt Transferred3
Distributed Generation
 
Solar
 
U.S.
 
1.2

 
3

 
$
2,750

 
$

 
$

 
$

Utility
 
Solar
 
U.S.
 
18.0

 
1

 
36,231

 

 

 

Total
 
 
 
 
 
19.2

 
4

 
$
38,981

 
$

 
$

 
$

————
(1)
Represents the total amount paid to SunEdison. Excludes aggregated tax equity partner payments of $1.6 million to SunEdison.
(2)
All amounts have been paid to SunEdison for these renewable energy facilities as of October 31, 2016.
(3)
$16.7 million of construction debt existed for one of the renewable energy facilities as of the acquisition date. This debt was fully repaid by SunEdison during the third quarter of 2016 using cash proceeds paid by us to SunEdison for the acquisition of the facility.

Reduction in SunEdison’s ownership of Class B shares

As publicly disclosed by SunEdison on December 30, 2015, SunEdison announced the sale of certain development stage renewable energy facilities and of an amount of the Company’s Class A shares, subject to certain conditions precedent, to affiliates of the D.E. Shaw group, Madison Dearborn Capital Partners IV, L.P. and Northwestern University in exchange for the extinguishment of a portion of $336 million aggregate principal amount of SunEdison's exchangeable notes and modification of the terms of certain earnout obligations payable by SunEdison in connection with its acquisition of First Wind Holdings. The Class A shares of common stock that were transferred in this transaction on January 22, 2016 were issued upon conversion of 12,161,844 Class B shares of the Company’s common stock held by SunEdison. After giving effect to the conversion, SunEdison indirectly owns 48,202,310 Class B shares of the Company.



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