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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 03/07/2018
Entire Document
 


 
 
 
 
 
 
Year Ended December 31, 2015
 
As of December 31, 2015
Facility Category
 
Type
 
Location
 
Nameplate Capacity (MW)
 
Number of Sites
 
Cash Paid1
 
Cash Due to SunEdison2
 
Debt Assumed3
 
Debt Transferred4
Distributed Generation
 
Solar
 
U.S.
 
91.5

 
74

 
$
155,573

 
$
2,600

 
$

 
$

Residential
 
Solar
 
U.S.
 
12.9

 
1,806

 
25,053

 

 

 

Utility
 
Solar
 
U.S.
 
54.8

 
9

 
69,868

 
14,341

 

 
14,475

Utility
 
Solar
 
U.K.
 
214.3

 
14

 
150,595

 

 
205,587

 

Utility
 
Wind
 
U.S.
 
200.0

 
1

 
127,000

 

 

 

Total
 
 
 
 
 
573.5

 
1,904

 
$
528,089

 
$
16,941

 
$
205,587

 
$
14,475

————
(1)
Represents the amount paid to SunEdison as of December 31, 2015. Excludes aggregated tax equity partner payments of $363.6 million to SunEdison, of which $0.7 million was refunded to the respective tax equity partner for one of the acquired projects in 2016.
(2)
Represents commitments by the Company to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison, which was paid to SunEdison during the first quarter of 2016. Excludes tax equity partner payments of $9.2 million due to SunEdison, which were paid during the first quarter of 2016.
(3)
Represents debt that was assumed by the Company as of the acquisition date of these facilities which was subsequently refinanced on November 6, 2015 (see Note 11. Long-term Debt).
(4)
Represents debt that was recorded on the Company's balance sheet as of such date. This debt was repaid by SunEdison during the first quarter of 2016 using cash proceeds paid by the Company and the tax equity partner to SunEdison for the acquisition of these facilities.

The difference between the cash paid and historical cost of the net assets acquired from SunEdison for projects that achieved final funding during the years ended December 31, 2016 and 2015 was $19.5 million and $41.8 million, respectively, and was recorded as a net contribution from SunEdison, which is reflected within Net SunEdison investment on the consolidated statements of stockholders' equity.

The operating revenues of the facilities acquired from SunEdison in 2016 and 2015 reflected in the consolidated statements of operations for the years ended December 31, 2016 and 2015, respectively, are $2.3 million and $37.6 million. The net income (loss) of the facilities acquired from SunEdison in 2016 and 2015 reflected in the consolidated statements of operations for the years ended December 31, 2016 and 2015, respectively, are $0.7 million and $(3.9) million.

4. ASSETS HELD FOR SALE

U.K. Portfolio Sale    

The Company commenced a sale of substantially all of its portfolio of solar power plants located in the U.K. through a broad based sales process pursuant to a plan approved by management during 2016 (24 operating projects for sale representing an aggregate 365.0 MW, the “U.K. Portfolio”), and it was determined that this portfolio met the criteria to be classified as held for sale during the first quarter of 2016. As a result, the Company classified the assets and liabilities of this portfolio as held for sale as of December 31, 2016 (refer to the table below) and measured each at the lower of carrying value or fair value less costs to sell. The Company's analysis indicated that the fair value less costs to sell exceeded the carrying value of the assets for each period the portfolio was classified as held for sale.

On May 11, 2017, the Company announced that TerraForm Power Operating, LLC (“Terra Operating LLC”) completed its sale of the U.K. Portfolio to Vortex Solar UK Limited, a renewable energy platform managed by the private equity arm of EFG Hermes, an investment bank. Terra Operating LLC received approximately $214.1 million of proceeds from the sale, which was net of transaction expenses of $3.9 million and distributions taken from the U.K. Portfolio after announcement and before closing of the sale. The Company also disposed of $14.8 million of cash and cash equivalents and $21.8 million of restricted cash as a result of the sale. The proceeds were used for the reduction of the Company's indebtedness (a $30.0 million prepayment for the Midco Portfolio Term Loan (as defined in Note 11. Long-term Debt) and the remainder was applied towards revolving loans outstanding under the Revolver (also defined in Note 11. Long-term Debt)). The sale also resulted in a reduction in the Company's non-recourse project debt by approximately 301 million British Pounds (“GBP”) at the U.K. Portfolio level. The Company recognized a gain on the sale of $37.1 million which is reflected within gain on sale of


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