UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 2, 2019
Commission File Number: 001-36542
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Item 2.01 Completion of Acquisition or Disposition of Assets
On September 26, 2019, TerraForm Arcadia Holdings, LLC (“Buyer”), a Delaware limited liability company and a wholly-owned subsidiary of TerraForm Power, Inc. (together with its subsidiaries, the “Company”), completed the acquisition of an approximately 320 megawatt (“MW”) solar distributed generation portfolio in the United States (“Portfolio”) from subsidiaries of AltaGas Ltd., a Canadian corporation (“AltaGas”) for a total purchase price of $720 million plus a working capital adjustment. The acquisition was pursuant to a Membership Interest Purchase Agreement (“Purchase Agreement”) dated July 19, 2019, entered into by the Buyer and WGL Energy Systems, Inc., a Delaware corporation (“WGL”), and WGSW, Inc., a Delaware corporation (“WGSW” and together with WGL, “Sellers”), both subsidiaries of AltaGas (“Acquisition”). As required by the Purchase Agreement, the ownership of certain solar distributed generation projects (“Delayed Projects”) for which Sellers have not yet received required third party consents or have not completed construction will be transferred to the Company once such third party consents are received or construction is completed, subject to certain terms and conditions. The Delayed Projects represent fewer than 50 MW of the Portfolio’s aggregate nameplate capacity. During the interim period and until such consents are received, the Sellers will pass through to the Company the economics of such Delayed Projects. This description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 22, 2019.
Item 9.01 Financial Statement and Exhibits.
The Securities and Exchange Commission staff has granted the Company a waiver from the requirement under Rule 3-05 of Regulation S-X to file financial statements and pro forma financial information with respect to the Acquisition. Accordingly, the Company does not expect to file financial statements or pro forma financial information with respect to the Acquisition.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TERRAFORM POWER, INC. | ||
Date: October 2, 2019 | By: | /s/ William Fyfe |
Name: | William Fyfe | |
Title: | General Counsel | |