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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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As more fully described in Item 1. Business - Recent Developments, on March 6, 2017, this process resulted in our entry into the Merger Agreement and the Sponsorship Transaction with Brookfield and certain of its affiliates and our entry into the Settlement Agreement and the Voting and Support Agreement with SunEdison and the SunEdison Debtors.

We continue to focus on these strategic initiatives and other near-term plans and priorities in order to better position the Company to return to its focus on growing its solar and wind portfolio and to pay and increase the cash dividends it pays to its shareholders. These initiatives, plans and priorities include:

focusing on the performance and efficiency of our existing portfolio of renewable energy facilities;
focusing on satisfying conditions to the effectiveness of the Merger Agreement and the Settlement Agreement to effectuate the transactions contemplated by the Merger Agreement and the Sponsorship Transaction;
mitigating, to the extent possible, the adverse impacts resulting from the SunEdison Bankruptcy, including ensuring the continuity of operation, maintenance and asset management of our renewable energy facilities by self-performing those activities or engaging third party providers;
creating a separate stand-alone corporate organization, including, among other things, directly hiring employees and establishing our own accounting, information technology, human resources and other systems and infrastructure;
working with project-level lenders and financing parties to cure, or obtain waivers or forbearance of, defaults that have arisen under most of our project-level debt financings as a result of the SunEdison Bankruptcy and delays in delivering corporate and project-level audited financial statements, among other things; and
seeking to optimize our portfolio and capital structure by reducing corporate-level indebtedness, financing or refinancing certain renewable energy facilities at the project level, exiting certain markets or selling certain assets if we believe the opportunity would improve stockholder value.

While we remain focused on executing our near-term objectives, we also continue to pursue our long-term business strategy, which is to own, operate and grow our portfolio with assets that have proven technologies, creditworthy counterparties, lower operating risks and stable cash flows in markets with attractive long-term power pricing dynamics and predictable regulatory environments.

Factors that Significantly Affect our Results of Operations and Business

We expect the following factors will affect our results of operations:

Our relationship with SunEdison and the SunEdison Bankruptcy

Throughout 2016, we have been working to transition away from our historical reliance on SunEdison for operational, systems and staffing support, among other things, as part of a strategic initiative to mitigate the adverse effects of the SunEdison Bankruptcy. While we have made significant progress in this area, we continue to rely on SunEdison for certain remaining services including systems and information technology infrastructure and the operation, maintenance and asset management of most of our power plants.

The Company is not a part of the SunEdison Bankruptcy and has no plans to file for bankruptcy itself. The Company no longer relies on SunEdison for funding or liquidity and believes that it will have sufficient liquidity to support its ongoing operations. We believe that the equity interests of the Company in its renewable energy facilities that are legally owned by the Company’s subsidiaries are not available to satisfy the claims of the creditors of the SunEdison Bankruptcy.

In anticipation of and in response to SunEdison’s financial and operating difficulties, which culminated in the SunEdison Bankruptcy, at the direction of our Board, we have undertaken, and continue to undertake, a number of strategic initiatives to mitigate the adverse impacts of the SunEdison Bankruptcy on the Company. These initiatives focused on governance, operations and business performance initiatives deemed especially critical because SunEdison provided all personnel and services to the Company (other than those operational services provided by third parties). These initiatives include, among other things, developing continuity plans, establishing stand-alone information technology, accounting and other systems and infrastructure, directly hiring employees and retaining backup or replacement O&M and asset management services for our wind and solar facilities from other providers.

During the SunEdison Bankruptcy, SunEdison has not performed substantially as obligated under its agreements with us, including under the sponsorship arrangement consisting of various corporate-level agreements put in place at the time of the Company’s IPO and certain O&M and asset management arrangements. As part of our strategic initiatives we have worked to mitigate these adverse impacts and expect to be able to continue to operate our business as a separate stand-alone organization.


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