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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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Further, at the effective time of the Merger, the governing documents of TerraForm Power, including its by-laws and certificate of incorporation, will be amended and restated to be substantially consistent with the governance terms agreed to between Orion Holdings and TerraForm Power as of the date of the Merger Agreement.

Settlement Agreement and Voting and Support Agreement with SunEdison

As part of our strategic alternatives process, we entered into the Settlement Agreement and the Voting and Support Agreement with SunEdison on March 6, 2017 to resolve intercompany claims in connection with the SunEdison Bankruptcy, to obtain SunEdison's support of, and to facilitate the closing of, the Merger and the Sponsorship Transaction in light of SunEdison's controlling stake in the Company and to facilitate a complete transition away from SunEdison as our sponsor and as a provider of services to us. The Bankruptcy Court authorized and approved the entry by SunEdison (and its applicable debtor affiliates) into the Settlement Agreement and the Voting and Support Agreement on June 6, 2017. The mutual releases and certain other terms and conditions of the Settlement Agreement will become effective upon the consummation of the Merger or other transaction jointly supported by the Company and SunEdison and certain other conditions. Those provisions of the Settlement Agreement would also become effective upon a "Stand-Alone Conversion" as defined in the last paragraph of this section below.

Upon its effectiveness, the Settlement Agreement will resolve claims between TerraForm Power and SunEdison, including among other things, alleged claims of SunEdison against the Company for alleged fraudulent and preferential transfers and claims of the Company against SunEdison, including those outlined in the initial proof of claim filed by the Company in the SunEdison Bankruptcy on September 25, 2016 and on October 7, 2016. Under the Settlement Agreement, all such claims will be mutually released, and, subject to certain exceptions, any agreements between SunEdison Debtors and SunEdison parties to the Settlement Agreement on the one hand and the Company on the other hand will be rejected and no party will be deemed to have liability under those rejected agreements.

Under the Settlement Agreement, SunEdison will exchange, effective as of immediately prior to the record time for the Special Dividend, all of the Class B units of Terra LLC held by it or any of its controlled affiliates for 48,202,310 Class A shares of TerraForm Power (the “Exchange Shares” and the “Exchange,” as applicable). As a result of and following completion of the Exchange, all of the issued and outstanding shares of Class B common stock of TerraForm Power will be redeemed and retired. Immediately prior to the effective time of the Merger, TerraForm Power will also authorize and issue to SunEdison a number of additional Class A shares (the “Additional SunEdison Shares,” together with the Exchange Shares, the “SunEdison Shares”), such that, immediately prior to the effective time of the Merger, SunEdison will hold an aggregate number of Class A shares equal to 36.9% of TerraForm Power’s fully diluted share number. In addition, also as part of the settlement, SunEdison agreed to deliver the outstanding IDRs of Terra LLC held by SunEdison or certain of its affiliates to TerraForm Power or its designee and in connection therewith, concurrently with the execution and delivery of the Merger Agreement, TerraForm Power, Terra LLC, BRE Delaware, Inc. (the “Brookfield IDR Holder”) and SunEdison and certain of its affiliates have entered into an Incentive Distribution Rights Transfer Agreement (the “IDR Transfer Agreement”), pursuant to which certain SunEdison affiliates will transfer all of the IDRs to Brookfield IDR Holder at the effective time of the Merger on the terms and conditions set forth in the IDR Transfer Agreement. Our Board approved the Settlement Agreement upon the recommendation of the Conflicts Committee, each member of which is independent (pursuant to applicable NASDAQ rules) and does not also serve on the Board of Directors of TerraForm Global, Inc.

The Settlement Agreement would also become effective under certain circumstances if the Merger Agreement is terminated as a result of the failure to obtain the approval of the holders of a majority of the Class A common stock of TerraForm Power (as described above) and SunEdison elects to exchange its Class B units in Terra LLC and its Class B shares in TerraForm Power for newly issued Class A common stock constituting 36.9% of the aggregate issued and outstanding Class A common stock on a fully diluted basis (a “Stand-Alone Conversion”). In connection with a Stand-Alone Conversion, SunEdison would be required to deliver a customary voting agreement and an irrevocable proxy in customary form and substance reasonably acceptable to the Company and the holder of the Class A common stock issued to SunEdison, which may be SunEdison or a third party that receives the Class A common stock as part of a distribution in connection with SunEdison's plan of reorganization. This voting agreement would require the applicable stockholder, for a period of one year from the date of the Stand-Alone Conversion, to vote one-half of its voting power in the same proportion of the votes cast by stockholders not a party to a similar voting agreement, which would effectively reduce the voting power of the applicable stockholder.

Transition Services Agreements

In the first half of 2017, we entered into certain transition services agreements with SunEdison with respect to project-level operations and maintenance and asset management services provided by SunEdison. These transition services agreements allow the Company, among other things, to hire employees of SunEdison that are currently performing these project-level


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