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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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Liquidity and Capital Resources

Our principal liquidity requirements are to finance current operations, service our debt and to fund future cash dividends to our investors. We will also use capital in the future to finance expansion capital expenditures and acquisitions. Our operations are financed by internally generated cash flows as well as corporate and/or project-level borrowings to satisfy operating and capital expenditure requirements. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated electricity sales, increased expenses, inability to distribute funds from our projects as a result of defaults under project-level financing arrangements, actions of SunEdison and other third parties, acquisitions, the consequences of the SunEdison Bankruptcy or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions that may negatively impact our business, operations and financial condition. Equity financing, if any, could result in the dilution of our existing stockholders and make it more difficult for us to pay or increase dividends.
 
Liquidity Position

Total corporate liquidity, or liquidity available for corporate use, as of December 31, 2016 and 2015 was $511.9 million and $548.0 million, respectively. Corporate liquidity excludes $57.6 million and $81.1 million, respectively, of unrestricted cash held at our project subsidiaries, which was available for project expenses but not available for corporate use.

Total liquidity as of December 31, 2016 and 2015 was $569.5 million and $629.2 million, respectively, and was comprised of the following:
 
 
As of December 31,
(In thousands)
 
2016
 
2015
Unrestricted corporate cash
 
$
478,357

 
$
521,075

Project-level distributable cash
 
29,383

 
24,403

Revolver availability
 
4,133

 
2,569

Total corporate liquidity
 
511,873

 
548,047

Other project-level unrestricted cash
 
57,593

 
81,117

Total liquidity
 
$
569,466

 
$
629,164


On November 25, 2016, Terra Operating LLC entered into a waiver agreement with the requisite lenders under the Revolver. In connection with this waiver, Terra Operating LLC made a prepayment of the revolving loans outstanding under the Revolver in an aggregate amount equal to $30.0 million and permanently reduced the revolving commitments and borrowing capacity under the Revolver and our liquidity by that amount. In connection with the consent agreement to the terms of the Revolver, Terra Operating LLC repaid $70.0 million of revolving loans outstanding under the Revolver on December 1, 2016 from proceeds received in connection with the Canadian project-level financing. As a result of these two commitment reductions, the total borrowing capacity under our Revolver was reduced to $625.0 million as of December 1, 2016. Subsequent to year end, in conjunction with the upsizing of our Canadian project-level financing and upon entering into the eleventh amendment to the Revolver (as discussed in "Recent Developments"), we further agreed to repay $5.0 million and $50.0 million, respectively, of revolving loans outstanding under the Revolver and permanently reduce the revolving commitments and borrowing capacity to $570.0 million.

During 2016, we experienced defaults under most of our non-recourse financing agreements as a result of the SunEdison Bankruptcy and delays in the delivery of audited financial statements for certain project-level subsidiaries, which caused $67.1 million of cash held at project subsidiaries to be trapped from future distribution as of December 31, 2016. During the course of 2016 and to date in 2017, the Company obtained waivers or temporary forbearances with respect to most of these defaults and has transitioned, or is working to transition, the project-level services provided by SunEdison Debtors to third parties or in-house to a Company affiliate. As a result, substantially all of this trapped cash was made available for potential distribution subsequent to December 31, 2016. However, the Company has experienced, or expects to experience, additional defaults under most of the same non-recourse financing agreements in 2017 as a result of the failure to timely complete Company or project-level audits. The Company is working to complete these audits and seeking to cure or obtain waivers of such defaults. If the remaining, or the expected future, defaults are not cured or waived, this will further restrict the ability of the relevant project-level subsidiaries to make distributions to us, which may affect our ability to meet certain covenants related to our Revolver and have a material adverse effect on our liquidity position.


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