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10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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The final acquisition-date fair values of assets, liabilities and non-controlling interest pertaining to the Invenergy Wind acquisition as of December 31, 2016 reflect the following changes from the initial opening balance sheet as of December 31, 2015; an increase of $37.0 million to renewable energy facilities, a decrease of $37.0 million to intangible assets, an increase of $8.1 million to other assets, an increase of $3.0 million to accounts payable, accrued expenses and other current liabilities, an increase of $5.0 million to other long-term liabilities, a decrease of $7.9 million in redeemable non-controlling interest and an increase of $8.0 million to non-controlling interest. The provisional amounts as of December 31, 2015 are included within the "Acquisition Accounting" section of this footnote below.

The operating revenues and net loss of the facilities acquired in 2015 reflected in the consolidated statements of operations for the year ended December 31, 2015 were $161.1 million and $8.8 million, respectively.

2014 Acquisitions
    
During the year ended December 31, 2014, the Company acquired various facilities referred to as Mt. Signal, Stonehenge Operating Projects, Capital Dynamics and Hudson Energy, as well as various other renewable energy facilities. The acquisition accounting for these 2014 acquisitions was finalized during 2015. The final acquisition-date fair value amounts for these acquisitions as of December 31, 2015, as well as the provisional amounts as of December 31, 2014, are included in the tables within the "Acquisition Accounting" section of this footnote below.

The operating revenues and net income of the facilities acquired in 2014 reflected in the consolidated statements of operations for the year ended December 31, 2014 were $60.8 million and $12.5 million, respectively.

Goodwill

Goodwill is recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired. During 2015, the Company recorded $55.9 million of goodwill attributable to the acquisition of Capital Dynamics, which provided the Company with a distributed generation platform. The goodwill existed within the Company's Distributed Generation reporting unit within the solar reportable segment and is not deductible for federal income tax purposes. The Company performed its annual impairment test of the carrying value of its goodwill as of December 1, 2016, and concluded that the goodwill balance of $55.9 million was fully impaired (see Note 8. Goodwill for further discussion).

Valuation of Non-controlling Interest

First Wind

The majority of the fair value of the non-controlling interest was determined using a market approach using a quoted price for the instrument. Upon the acquisition of the First Wind assets, the Company purchased a portion of the equity interest from the non-controlling interest holders of one of the joint venture investment funds. The quoted price for the purchase of a portion of the non-controlling interest is the best indicator of fair value and was supported by a discounted cash flow technique. The Company estimated the fair value of the remainder of the non-controlling interest balances using a discounted cash flow approach.

Invenergy Wind

The fair value of the non-controlling interest for Invenergy Wind was determined using a discounted cash flow approach. The non-controlling interest represents the fair value of 9.9% sponsor equity held by Invenergy Wind.
Sun Edison LLC, a wholly owned subsidiary of SunEdison, acting as intermediary, entered into certain option arrangements with Invenergy Wind for its remaining 9.9% interest in the Acquired Companies (the ‘‘Invenergy Wind Interest’’). Simultaneously, Terra LLC entered into a back to back option agreement with Sun Edison LLC on substantially identical terms (collectively the "Option Agreements"). The Option Agreements effectively permit (i) Terra LLC to exercise a call option to purchase the Invenergy Wind Interest over a 180-day period beginning on September 30, 2019, and (ii) Invenergy Wind to exercise a put option with respect to the Invenergy Wind Interest over a 180-day period beginning on September 30, 2018. The exercise prices of the put and call options described above would be based on the determination of the fair market value of the Invenergy Wind Interest at the time the relevant option is exercised, subject to certain minimum and maximum thresholds set forth in the Option Agreements. The minimum put option price per the Option Agreements is $137.8 million in aggregate. As


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