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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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SunEdison may also give rise to legal claims by SunEdison for indemnification from us that are adverse to us or holders of our Class A common stock.

We may have conflicts of interest with TerraForm Global.

Actual, perceived and potential conflicts of interest may arise between us and TerraForm Global in a number of areas arising from, among other sources, current and potential shared systems, assets and services and common business opportunities, and may receive increased scrutiny as a result of overlaps among members of our management teams and boards of directors as well as the controlling interests in both companies of SunEdison.

Until recently we and TerraForm Global generally had common boards of directors, and historically we and TerraForm Global shared common management with limited exceptions, principally as a result of the control of both companies by SunEdison. Four of the nine members of our Board currently serve on the ten-person Board of Directors of TerraForm Global. In addition, some of our executive officers serve as executive officers of TerraForm Global, including Peter Blackmore, our and TerraForm Global’s Chairman and Interim Chief Executive Officer, and Rebecca Cranna, our and TerraForm Global’s Chief Financial Officer. Our directors and executive officers that overlap with those of TerraForm Global owe fiduciary duties to both companies.

Although conflicts between TerraForm Global and us were not expected to be significant when the companies were formed, as a result of various developments, including the SunEdison Bankruptcy and the Merger and the Sponsorship Transaction, we have been presented with certain business decisions, including decisions regarding business opportunities, that involve material interests of both companies. In such circumstances the allocations of expected costs and benefits between us and TerraForm Global necessarily give rise to conflicts. While we will endeavor to appropriately identify and manage such conflicts, the Company, as well as its directors and executive officers, will be subject to increased risk of conflict of interest claims.

In addition, certain of our directors and executive officers own stock or restricted stock units in both companies, and these ownership interests could create actual, perceived or potential conflicts of interest when our common directors and officers are faced with decisions that could have different implications for us and TerraForm Global, including, but not limited to, approval of the Merger and the Sponsorship Transaction.

Risks Related to our Delayed Exchange Act Filings

Continued delays in the filing of our reports with the SEC, as well as further delays in the preparation of audited financial statements at the project level, could have a material adverse effect.

We are continuing our efforts to regain compliance with NASDAQ’s continued listing requirements with respect to our delayed SEC periodic reports, however, due to, among other things, the time and resources required to complete our delayed SEC periodic reports, including our Form 10-K for the year ended December 31, 2015 and our Forms 10-Q for the first, second and third quarters of 2016, the Company has experienced delays in its ongoing efforts to complete all steps and tasks necessary to finalize financial statements and other disclosures required to be in this Form 10-K for the year ended December 31, 2016 and subsequent quarterly reports. There can be no assurance that the Company’s future periodic reports will not be delayed for similar reasons.

On June 29, 2017, we received a notification letter from NASDAQ that granted us further extensions to regain compliance with NASDAQ’s continued listing requirements, subject to the requirement that this Form 10-K for the year ended December 31, 2016 be filed with the SEC by July 24, 2017, our annual meeting of stockholders be held by August 24, 2017, our Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and our Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017. The NASDAQ hearings panel reserved the right to reconsider the terms of the extension and the NASDAQ Listing and Hearing Review Council may determine to review the hearing panel's decision. This Form 10-K for the year ended December 31, 2016 was filed with the SEC prior to July 24, 2017. In the event that our Forms 10-Q for the first and second quarter of 2017 are not filed by these dates or if any future periodic report is delayed, or if we are unable to hold our annual meeting before August 24, 2017, there is no assurance that we will be able to obtain further extensions from NASDAQ to regain compliance with NASDAQ’s continued listing requirements with respect to any such delayed periodic report or annual meeting. If we fail to obtain such further extensions from NASDAQ, our Class A common stock would likely be delisted from the NASDAQ Global Select Market.

On April 26, 2017, we entered into an amendment to the terms of the Revolver extending the date by which the financial statements and accompanying information with respect to the fiscal quarter ended March 31, 2017 must be delivered


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