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

On May 22, 2015, SunEdison acquired the lessor interest in an operating solar generation facility referred to as the Duke Energy operating facility and concurrently sold the facility to the Company. Upon acquisition of this operating facility, the Company recognized a net gain on the extinguishment of debt of $11.4 million during the year ended December 31, 2015 due to the termination of $31.5 million of financing lease obligations of the operating facility.

First Wind Debt Extinguishment
    
The Company repaid certain long-term indebtedness for the renewable energy facilities acquired as part of the First Wind Acquisition. The Company recognized a loss on the extinguishment of debt of $6.4 million during the year ended December 31, 2015 as a result of this repayment.

Minimum Lease Payments

The aggregate amounts of minimum lease payments on the Company's financing lease obligations are $123.9 million. Contractual obligations for 2017 through 2021 and thereafter, are as follows:
(In thousands)
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
Minimum lease obligations1
$
9,449

 
$
9,090

 
$
18,496

 
$
8,821

 
$
9,002

 
$
69,072

 
$
123,930

———
(1)
Represents the minimum lease payment due dates for the Company's financing lease obligations and does not reflect the reclassification of $49.7 million of financing lease obligations to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements.

Maturities

The aggregate contractual payments of long-term debt due after December 31, 2016, excluding financing lease obligations and amortization of debt discounts, premiums and deferred financing costs, as stated in the financing agreements, are as follows:
(In thousands)
20171
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
Maturities of long-term debt as of December 31, 20162
$
735,996

 
$
100,640

 
$
431,082

 
$
87,575

 
$
90,881

 
$
2,433,835

 
$
3,880,009

———
(1)
Includes $552.0 million of Revolver indebtedness as management currently intends to repay this indebtedness during 2017. Also includes $100.0 million prepayment for the Midco Portfolio Term Loan, which the Company agreed to pay in June of 2017 in connection with obtaining (i) a waiver to extend the 2016 audited project financial statement deadline under the loan agreement and (ii) a waiver of the change of control default that would arise under the loan agreement as a result of the Merger until, in the case of the change of control waiver, the date that is the earlier of three months following the closing of the Merger and March 31, 2018. This prepayment was made using a portion of the proceeds the Company received from the sale of the U.K. Portfolio as discussed in Note 4. Assets Held for Sale.
(2)
Represents the contractual principal payment due dates for the Company's long-term debt and does not reflect the reclassification of $1.5 billion of long-term debt to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements, except for the $100.0 million prepayment discussed directly above.

Merger Agreement

As discussed in Note 1. Nature of Operations and Basis of Presentation, on March 6, 2017, TerraForm Power entered into the Merger Agreement with certain affiliates of Brookfield. The closing of the Merger is subject to certain conditions as previously described. There is no financing condition to the consummation of the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, the Company has agreed to provide cooperation as reasonably requested by an affiliate of Brookfield in its efforts to obtain debt financing that is to be made available to the Company from and after the closing of the Merger. Certain lenders have committed, upon the terms and subject to the conditions set forth in debt commitment letters provided to the Brookfield affiliate, to provide certain financing to repay, refinance, redeem, defease or otherwise repurchase certain Company indebtedness. 

In addition, the Merger Agreement provides that, at or prior to the effective time of the Merger, TerraForm Power will enter into a revolving credit line agreement, substantially consistent with the term sheet as agreed between a Brookfield affiliate


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