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SEC Filings
8-K
TERRAFORM POWER, INC. filed this Form 8-K on 10/17/2017
Entire Document
 

The New Revolver contains a maximum leverage ratio that will be tested quarterly.

Collateral

The New Revolver, each guarantee and any interest rate, currency hedging or hedging of Renewable Energy Credits obligations of TERP Operating or any guarantor owed to the administrative agent, any arranger or any lender under the New Revolver is secured by first priority security interests in (i) all of TERP Operating’s, each guarantor’s and certain unencumbered non-recourse subsidiaries’ assets, (ii) 100% of the capital stock of each of TERP Operating and its domestic restricted subsidiaries and 65% of the capital stock of TERP Operating’s foreign restricted subsidiaries and (iii) all intercompany debt. Notwithstanding the foregoing, collateral under the New Revolver excludes the capital stock of non-recourse subsidiaries.
 
Item 1.02
Termination of a Material Definitive Agreement

Concurrently with its entry into the New Revolver, TERP Operating terminated its existing $520.0 million revolving credit facility (the “Existing Revolver”) with Barclays Bank PLC, as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Macquarie Capital (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents, and KeyBank National Association and Royal Bank of Canada, as Co-Documentation Agents, and certain lenders. The Existing Revolver was guaranteed by Terra LLC and certain of TERP Operating’s domestic subsidiaries. Borrowings under the Existing Revolver were secured by first priority security interests in (i) all of TERP Operating’s, each guarantor’s and certain unencumbered non-recourse subsidiaries’ assets, (ii) 100% of the capital stock of each of TERP Operating and its domestic restricted subsidiaries and 65% of the capital stock of TERP Operating’s foreign restricted subsidiaries (but were not secured by the capital stock of non-recourse subsidiaries) and (iii) all intercompany debt. Outstanding amounts under the Existing Revolver bore interest at a rate per annum equal to, at TERP Operating’s option, either (i) a base rate plus a margin of 1.50% or (ii) a reserve adjusted Eurodollar rate plus a margin of 2.50% for any fiscal quarter ended prior to June 30, 2015. After the fiscal quarter ended June 30, 2015, the applicable margin was determined by reference to a leverage-based grid. The maturity date of the Existing Revolver was January 28, 2020. There were no prepayment penalties in connection with the termination of the Existing Revolver.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01
Financial Statement and Exhibits

(d) Exhibits

Exhibit No.
Description
 
Credit and Guaranty Agreement, dated as of October 17, 2017, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of TerraForm Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and HSBC Bank USA, National Association, as administrative agent and collateral agent.