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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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Recent Developments

Business Update

As of June 30, 2017, our renewable energy generation fleet stands at 2,606.7 MW, over three times the size of our initial portfolio in July 2014. Our fleet is contracted for a weighted average (based on MW) remaining period of 14 years as of June 30, 2017 with creditworthy counterparties and provides significant ongoing cash flow.

Transition to Standalone Operations

We have been transitioning away from our historical reliance on SunEdison for management, corporate and accounting services, employees, systems and information technology infrastructure, and the operation, maintenance and asset management of our power plants. As part of this transition, as of January 1, 2017, certain employees of SunEdison who provided dedicated corporate-level services to the Company were hired directly by the Company. During the first half of 2017, we hired additional employees of SunEdison who are primarily dedicated to performing O&M, asset management and project-level accounting activities and entered into transition services agreements with SunEdison with respect to the transition of O&M and asset management services. However, we continue to depend on a substantial number of outside contractors and SunEdison employees, as well as accounting and other systems provided by SunEdison, for certain of our continuing operations. We continue to execute on the other aspects of our plan to implement a stand-alone organization and continue to evaluate our employee retention and incentive plans, as well.

Merger and Sponsorship Transaction    

On March 6, 2017, TerraForm Power entered into the Merger Agreement with Orion US Holdings 1 L.P., a Delaware limited partnership (“Orion Holdings”), and BRE TERP Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Orion Holdings (“Merger Sub”), which are affiliates of Brookfield. The Merger Agreement provides for the merger of Merger Sub with and into TerraForm Power (the “Merger”), with TerraForm Power as the surviving corporation in the Merger. Orion Holdings will hold approximately 51% of the Class A shares of TerraForm Power following consummation of the Merger. The Merger Agreement provides that, at or prior to the effective time of the Merger, TerraForm Power and Orion Holdings, Brookfield and certain of their affiliates will enter into the Sponsorship Transaction, a suite of agreements providing for the sponsorship arrangements of Brookfield and certain of its affiliates of the Company as described in greater detail below. 

The Merger Agreement was approved unanimously by the members of our Board voting on the matter, following the unanimous recommendation of our Corporate Governance and Conflicts Committee (“Conflicts Committee”). Completion of the Sponsorship Transaction is expected to occur, subject to satisfaction of closing conditions, in the second half of 2017.

Immediately prior to the effective time of the Merger, TerraForm Power will declare the payment of a special cash dividend (the “Special Dividend”) in the amount of $1.94 per fully diluted share, which includes the Company’s issued and outstanding Class A shares, Class A shares issued to SunEdison pursuant to the Settlement Agreement (more fully described below) and Class A shares underlying outstanding restricted stock units of the Company under the Company’s long-term incentive plan.

At the effective time of the Merger, each share of Class A common stock of TerraForm Power, issued and outstanding immediately prior to the effective time of the Merger (other than certain excluded shares) will be converted into the right to, at the holder’s election and subject to proration as described below, either (i) receive $9.52 per Class A share, in cash, without interest (the “Per Share Cash Consideration”) or (ii) retain one share of Class A common stock, par value $0.01 per share, of TerraForm Power (the “Per Share Stock Consideration,” and, together with the Per Share Cash Consideration, without duplication, the “Per Share Merger Consideration”). Issued and outstanding shares include shares issued in connection with the SunEdison Settlement Agreement as described more fully below and shares underlying outstanding restricted stock units of the Company under the Company's long-term incentive plan. The Per Share Stock Consideration will be subject to proration in the event that the aggregate number of Class A shares for which an election to receive the Per Share Stock Consideration has been made exceeds 49% of the TerraForm Power fully diluted share count (the “Maximum Stock Consideration Shares”). Additionally, the Per Share Cash Consideration will be subject to proration in the event that the aggregate number of Class A shares for which an election to receive the Per Share Cash Consideration has been made exceeds the TerraForm Power fully diluted share count minus (i) the Maximum Stock Consideration Shares, (ii) any Class A shares currently held by affiliates of Brookfield, and (iii) any shares for which the holders seek appraisal under Delaware law.



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