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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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Reduction in SunEdison’s Ownership of Class B Shares

On January 22, 2016, TerraForm Power issued 12,161,844 shares of Class A common stock to affiliates of the D.E. Shaw group, Madison Dearborn Capital Partners IV, L.P. and Northwestern University and Terra LLC issued 12,161,844 Class A units of Terra LLC to TerraForm Power upon conversion of 12,161,844 Class B shares of TerraForm Power common stock and 12,161,844 Class B units of Terra LLC held by SunEdison. After giving effect to the conversion, SunEdison indirectly owned 48,202,310 Class B shares of TerraForm Power and 48,202,310 Class B units of Terra LLC.

Stockholder Protection Rights Agreement

On July 24, 2016, the Company's Board adopted a Stockholder Protection Rights Agreement (the “Rights Agreement”) and declared a dividend of one Right on each outstanding share of TerraForm Power Class A common stock. The record date to determine which stockholders are entitled to receive the Rights is August 4, 2016. The Rights Agreement was adopted in response to the potential sale of a significant equity stake in the Company by SunEdison and the potential accumulation of TerraForm Power Class A shares.

As of December 31, 2016, the following shares of TerraForm Power were outstanding:
Share Class:
 
Shares Outstanding
 
Shareholder(s)
Class A common stock
 
92,223,089

 
*
Class B common stock
 
48,202,310

 
SunEdison
Total Shares
 
140,425,399

 
 
———
*
Class A common stockholders are comprised of public and private investors, executive officers, management and personnel who provide services to the Company. Shares of Class A common stock outstanding exclude 253,687 shares of common stock held in treasury. The total par value of Class A common stock reflected on the consolidated balance sheet and consolidated statement of stockholders' equity as of December 31, 2016 includes 253,687 shares of stock held in treasury and excludes 459,800 shares of unvested restricted Class A common stock awards (see Note 16. Stock-based Compensation).

Dividends

The following table presents cash dividends declared on Class A common stock during 2015 and 2014. TerraForm Power has not declared or paid a dividend since the quarterly dividend for the third quarter of 2015. As a result of the SunEdison Bankruptcy, the limitations on the Company's ability to access the capital markets for its corporate debt and equity securities and other risks that the Company faces as detailed in this report, the Company's management believed it was prudent to defer any decisions on paying dividends to its shareholders for the time being.
 
Dividends per Share
 
Declaration Date
 
Record Date
 
Payment Date
2015:
 
 
 
 
 
 
 
Third Quarter
$
0.3500

 
November 9, 2015
 
December 1, 2015
 
December 15, 2015
Second Quarter
0.3350

 
August 6, 2015
 
September 1, 2015
 
September 15, 2015
First Quarter
0.3250

 
May 7, 2015
 
June 1, 2015
 
June 15, 2015
2014:
 
 
 
 
 
 
 
Fourth Quarter
0.2700

 
December 22, 2014
 
March 2, 2015
 
March 16, 2015
Third Quarter1
0.1717

 
October 27, 2014
 
December 1, 2014
 
December 15, 2014
———
(1)
This amount represented a quarterly dividend of $0.2257 per share, prorated to adjust for a partial quarter as the Company consummated its IPO on July 23, 2014.



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