UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 8-K


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 3, 2019

Commission File Number: 001-36542


TerraForm Power, Inc.
(Exact name of registrant as specified in charter)


Delaware
46-4780940
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification Number)

200 Liberty Street, 14th Floor, New York, New York 10281
Address of Principal Executive Offices)  (Zip Code)

646-992-2400
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, Class A, par value $0.01
TERP
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 8.01          Other Events.

On June 12, 2018, TerraForm Power, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Saeta 8-K”) to report, among other things, under Item 2.01, the completion of its acquisition of approximately 95% of shares of Saeta Yield, S.A.U., a Spanish corporation (“Saeta”). On August 22, 2018, the Company filed an amendment to the Saeta 8-K on Form 8-K/A in order to provide the financial information required by Item 9.01 of Form 8-K, which included as Exhibit 99.2 the unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition of Saeta for the three months ended March 31, 2018 and for the fiscal year ended December 31, 2017.

The Company is filing this Current Report on Form 8-K to update the previously filed pro forma financial information with the unaudited pro forma condensed combined statements of operations of the Company for the fiscal year ended December 31, 2018.

Item 9.01          Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined statements of operations of the Company for the fiscal year ended December 31, 2018 and the related notes are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The unaudited pro forma condensed combined financial information of the Company give effect to the acquisition of Saeta as if it had occurred on January 1, 2018.

(d) Exhibits.
 
Exhibit
Number
Description
104
Cover Page Interactive Data File (formatted as inline XBRL).
2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 3, 2019
TerraForm Power, Inc.
     
 
By:
/s/ William Fyfe
   
William Fyfe
   
General Counsel



Exhibit 99.1
TERRAFORM POWER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION

In connection with the voluntary tender offer (the “Tender Offer”) by TerraForm Power, Inc. (“TerraForm Power” or the “Company”) to acquire 100% of the outstanding shares of Saeta Yield, S.A.U., a Spanish corporation (“Saeta”) and a leading European owner and operator of wind and solar assets, located primarily in Spain, Spain’s National Securities Market Commission confirmed an approximately 95% acceptance of shares of Saeta in the Tender Offer (the “Tendered Shares”). The Tender Offer was for €12.20 in cash per share of Saeta. On June 12, 2018, the Company completed the acquisition of the Tendered Shares for a total aggregate consideration of $1.12 billion (the “Acquisition”). With greater than 90% of the shares of Saeta being acquired, the Company pursued a statutory squeeze out procedure under Spanish law to procure the remaining approximately 5% of the shares of Saeta for $54.6 million, which closed on July 2, 2018.

The Company funded the $1.12 billion purchase price of the Tendered Shares with $650 million of proceeds from the private placement of its Class A common stock to affiliates of the Company’s sponsor, Brookfield Asset Management Inc. (“Brookfield”), along with approximately $471 million from its existing liquidity, including (i) the proceeds of a $30 million draw on its sponsor line of credit, (ii) a $359 million drawn on the Company’s corporate revolving credit facility, and (iii) approximately $82 million of cash on hand. The Company funded the $54.6 million purchase price of the remaining approximately 5% of the shares of Saeta by additional draw downs on its sponsor line of credit.

The following unaudited pro forma condensed combined financial information (the “pro formas”) is based on the historical consolidated financial statements of TerraForm Power and the historical consolidated financial statements of Saeta and has been prepared to reflect the Acquisition and the financing structure established to fund the Acquisition. The pro formas are presented for illustrative purposes only and do not necessarily reflect the actual results of operations of TerraForm Power had the Acquisition occurred at the dates indicated or project the results of operations of TerraForm Power for any future date or period.

The unaudited pro forma condensed combined statement of operations (the “pro forma statement of operations”) for the fiscal year ended December 31, 2018 assumes that the Acquisition was completed on the first day of the earliest fiscal period presented and carried through all periods presented. Pro forma adjustments reflected in the pro formas are based on items that are factually supportable and directly attributable to the Acquisition. The pro formas do not reflect the cost of any integration activities or benefits from the Acquisition including potential synergies that may be derived in future periods.

The pro formas should be read in conjunction with TerraForm Power’s audited consolidated financial statements and related notes as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in each case contained in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2018, as incorporated by reference herein.

Saeta’s historical consolidated financial statements (“Saeta’s financial statements”) were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, which differ in certain respects from the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Adjustments were made to Saeta’s financial statements to convert those from IFRS to U.S. GAAP and reclassifications were made to conform Saeta’s historical accounting presentation to TerraForm Power’s accounting presentation. Adjustments were also made to translate Saeta’s financial statements from Euro to U.S. dollars based on applicable historical exchange rates, which may differ from future exchange rates. The pro formas also include adjustments to reflect the financing structure to fund the Acquisition.

The Acquisition was accounted for as a business combination using the acquisition method of accounting in conformity with U.S. GAAP. Under this method, the assets acquired and liabilities assumed have been recorded based on their estimates of fair value.

The pro forma adjustments are based upon the best available information and certain assumptions that TerraForm Power believes to be reasonable.


TERRAFORM POWER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018

(In thousands, except per share data)
 
TerraForm Power
note 5(k)(1)
 
Saeta (IFRS)
note 5(k)(2)
 
Pro Forma
Adjustments
 
Notes
 
Pro Forma
Combined
Operating revenues, net
 
$
766,570
   
$
184,422
   
$
       
$
950,992
 
Operating costs and expenses:
                   
Cost of operations
 
220,907
   
57,416
   
       
278,323
 
General and administrative expenses
 
103,961
   
3,351
   
       
107,312
 
Acquisition and related costs
 
14,646
   
   
(14,686
)
 
5g
 
(40
)
Impairment of renewable energy facilities
 
15,240
   
   
       
15,240
 
Depreciation, accretion and amortization expense
 
341,837
   
66,100
   
17,773
   
5e
 
425,710
 
Total operating costs and expenses
 
696,591
   
126,867
   
3,087
       
826,545
 
                     
Operating income (loss)
 
69,979
   
57,555
   
(3,087
)
     
124,447
 
                     
Other expenses:
                   
Interest expense, net
 
249,211
   
37,363
   
8,570
   
5f
 
286,574
 
Loss on extinguishment of debt, net
 
1,480
   
   
       
1,480
 
Gain on foreign currency exchange, net
 
(10,993
)
 
(868
)
 
       
(11,861
)
Other expenses, net
 
(4,102
)
 
   
       
4,468
 
Total other expenses, net
 
235,596
   
36,495
   
8,570
       
280,661
 
(Loss) income before income tax expense (benefit)
 
(165,617
)
 
21,060
   
(11,657
)
     
(156,214
)
                     
Income tax (benefit) expense
 
(12,290
)
 
4,422
   
(4,443
)
 
5h
 
(12,311
)
Net (loss) income
 
(153,327
)
 
16,638
   
(7,214
)
     
(143,903
)
                     
Less: Net loss attributable to redeemable non-controlling interests
 
9,209
   
   
       
9,209
 
Less: Net loss attributable to non-controlling interests
 
(174,916
)
 
   
       
(174,916
)
Net income (loss) attributable to Class A common stockholders
 
$
12,380
   
$
16,638
   
$
(7,214
)
     
$
21,804
 
                     
Weighted average number of shares:
                   
Class A common stock – Basic & Diluted
 
182,239
       
       
209,142
 
Earnings per share:
                   
Class A common stock - Basic and diluted
 
$
0.07
       


       
$
0.10
 


(1) Represents our consolidated results of operations as included in our Annual Report on Form 10-K for the year ended December 31, 2018.
(2) Represents Saeta’s consolidated results of operations from January 1, 2018 and up to the date of the Acquisition under IFRS.

2

TERRAFORM POWER, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of presentation

The pro formas are based on the historical consolidated financial statements of TerraForm Power and the historical consolidated financial statements of Saeta, and were prepared to reflect the Acquisition and the financing structure established to fund the Acquisition. The pro formas are presented for illustrative purposes only and do not necessarily reflect the results of operations of TerraForm Power that actually would have resulted had the Acquisition occurred at the dates indicated, or project the results of operations of TerraForm Power for any future dates or periods. The pro forma statement of operations assumes the Acquisition was completed on the first day of the earliest fiscal period presented and carried through all periods presented.

The pro forma adjustments reflected in the pro forma statement of operations are based on items that are factually supportable, which are directly attributable to the Acquisition, and which are expected to have a continuing impact on TerraForm Power’s results of operations. Any nonrecurring items directly attributable to the Acquisition are not included in the pro forma statement of operations. In contrast, any nonrecurring items that were already included in TerraForm Power’s or Saeta’s historical consolidated financial statements that are not directly related to the Acquisition were not eliminated. The pro formas do not reflect the cost of any integration activities or benefits from the Acquisition including potential synergies that may be generated in future periods.

The pro formas include adjustments to reflect the financing structure established to fund the Acquisition.

Saeta’s financial statements were prepared in accordance with IFRS, which differs in certain respects from U.S. GAAP. Adjustments were made to Saeta’s financial statements to convert them from IFRS to U.S. GAAP and to TerraForm Power’s existing accounting presentation after evaluating potential areas of differences. In addition, certain reclassifications were made to align Saeta’s financial statement presentation to TerraForm Power’s financial statement presentation.

TerraForm Power used the following historical exchange rates to translate Saeta’s financial statements and calculate certain adjustments to the pro forma financial statements from Euros to U.S. dollars:

Average daily closing exchange rate for the year ended December 31, 2018:
 
US$1.1783/€1

These exchange rates may differ from future exchange rates which would have an impact on the pro formas, and would also impact purchase accounting upon consummation of the Acquisition.

Unless indicated otherwise in the notes to the pro formas, TerraForm Power applied applicable enacted statutory tax rates in 2018 for the respective periods. TerraForm Power used a tax rate of the 25 percent to calculate the adjustments to the pro formas that relate to Saeta’s operations and a tax rate of zero to calculate the adjustments to the pro formas related to the Company’s operations. These rates may be subject to change and may not be reflective of TerraForm Power’s effective tax rate for future periods after consummation of the Acquisition.
3


Note 2. Financing of the Acquisition

Sources of Funding

TerraForm Power financed the cost of the Acquisition totaling $1.12 billion with the following sources:


$650 million equity offering private placement to affiliates of Brookfield;

$471 million financed with available liquidity, including (i) the proceeds of a $30 million draw on its sponsor line of credit agreement, dated as of October 16, 2017, between the Company and Brookfield and its affiliate, (ii) a $359 million drawn on the Company’s corporate revolving credit facility, and (iii) approximately $82 million of cash on hand.

Note 3. Preliminary purchase price allocation

The Acquisition was accounted for as a business combination using the acquisition method of accounting in conformity with U.S. GAAP. Under this method, the assets acquired and liabilities assumed have been recorded based on their estimates of fair value. In accordance with U.S. GAAP, TerraForm Power defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The actual fair values may vary from these estimates.

In the purchase price allocation, the difference between the purchase consideration and book value of Saeta’s net assets was allocated based on management’s judgment and assumptions. The purchase consideration and estimated fair values were as follows:

In thousands
Saeta as of June 12, 2018
Purchase consideration
$
1,113,784
 
Fair value of 4.72% redeemable non-controlling interest
55,118
 
Total purchase consideration
1,168,902
 
   
Book value of Saeta’s net assets (US GAAP)
699,704
 
Fair value adjustment to intangible assets and property, plant and equipment
506,293
 
Fair value adjustment to other assets and liabilities, net
4,605
 
Fair value adjustment to asset retirement obligations
(52,152
)
Fair value adjustment to long-term debt
(46,808
)
Net deferred tax liabilities resulted from fair value adjustments
(98,131
)
Fair value of Saeta’s net assets
1,013,511
 
Goodwill
$
155,391
 

4


Note 4. Significant nonrecurring items included in the historical financial statements

Transaction costs of $14.6 million related to the Acquisition were included in the Company’s consolidated statement of operations for the year ended December 31, 2018.

Note 5. Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments were reflected in the unaudited pro forma condensed combined financial information:

(a) US GAAP adjustment - reversal of impairment losses

Historically under IFRS, Saeta recognized a total of €139.5 million impairment losses on its property, plant and equipment and intangible assets related to renewable energy facilities. Due to the difference in impairment testing methodology between IFRS and US GAAP, management performed retrospective impairment tests for all the previous years and determined that no historical impairment losses would have been recognized had the impairment assessment been performed under US GAAP.

Accordingly, an adjustment of $1.4 million to depreciation, accretion and amortization expense was included in the pro forma statement of operations for the year ended December 31, 2018. This adjustment represents additional depreciation expenses as a result of increased asset cost bases due to reversals of historical impairment losses.

(b) US GAAP adjustment - asset retirement obligations

Historically under IFRS, Saeta offset the residual values of its renewable energy facilities in Spain with the estimated decommissioning liabilities related to the assets based on management’s estimate and judgement. Under US GAAP, the present value of the estimated decommissioning liabilities (asset retirement obligations) must be recognized as liabilities on the balance sheet, and to be added to the costs of the related assets.

Accordingly, an adjustment of $(0.5) million to depreciation and amortization expenses was included in the pro forma statement of operations for the year ended December 31, 2018. This adjustment represents lower depreciation expenses as a result of excluding the renewable energy facilities’ residual values from their depreciable amounts, offset by additional depreciation expenses as a result of increased asset cost bases due to the inclusion of asset retirement obligations. Additionally, an adjustment of $0.1 million to interest expense was included in the pro forma statement of operations for the year ended December 31, 2018 representing accretion expenses related to the asset retirement obligations.

(c) US GAAP adjustment - reversal of improbable loss contingencies

Historically under IFRS, Saeta recognized a loss contingency as a liability when the probability of loss exceeds 50%. Under US GAAP, a loss contingency is recognized as a liability only when it becomes “probable”, which, based on the Company’s judgement, is 75%-80%. As a result, management reversed the recognition of loss contingencies whose estimated probabilities were between 50% and 80%. Accordingly, no adjustment was included in the pro forma statement of operations for the year ended December 31, 2018.
5


(d) US GAAP adjustment - reversal of IFRS 9 impact

On January 1, 2018, Saeta adopted IFRS 9 Financial Instruments, which resulted in two adjustments to its financial statements, including an adjustment to long-term project financing debt related to the accounting for debt modifications, and an adjustment to trade receivables representing the related expected credit losses as required by IFRS 9. Under US GAAP, the accounting treatment for debt modifications and impairment of trade receivables is consistent with Saeta’s accounting policies prior to the adoption of IFRS 9. As a result, management has reversed the IFRS 9 impact on Saeta’s financial statements as a pro forma adjustment. Accordingly, adjustments of $(0.8) million to interest expense and $(0.1) million to cost of operations were reflected in the pro forma statements of operations for the year ended December 31, 2018.

(e) Purchase price allocation

Based on the purchase price allocation in Note 3, the fair value of property, plant and equipment and intangible assets related to renewable energy facilities represents an adjustment of $506.3 million to Saeta’s US GAAP book value. Accordingly, an adjustment of $17.8 million to depreciation and amortization expenses was included in the pro forma statement of operations for the year ended December 31, 2018, which represent the additional depreciation and amortization expenses as a result of the fair value adjustment.

The fair value of decommissioning liabilities related to renewable energy facilities represents an adjustment of $52.2 million to Saeta’s US GAAP book value. Accordingly, an adjustment of $0.1 million to interest expense was included in the pro forma statement of operations for the year ended December 31, 2018. This adjustment represents higher accretion expenses as a result of the fair value adjustment due to the higher discount rates used in the remeasurement.

(f) Financing of the Acquisition

As described in Note 2, the Company drew down $30 million on its sponsor line of credit, and $359 million on its corporate revolving credit facility in order to finance the Acquisition. Accordingly, an adjustment of $8.6 million to interest expenses was included in the pro forma statement of operations for the year ended December 31, 2018, representing the additional interest expense related to the drawdowns.

(g) Transaction costs

As described in Note 4, the Company included $14.6 million of Acquisition-related transaction costs in its consolidated statement of operations for the year ended December 31, 2018. Accordingly, this amount was excluded from the pro forma statement of operations for the year ended December 31, 2018.
6


(h)  Effect of income taxes

The effect of income taxes for pro forma adjustments described above in this note:

For the year ended December 31, 2018
In thousands
       
         
Pro forma adjustment
 
Adjustment to
pre-tax net income
 
Adjustment to
income tax expense
5g. Transaction costs
 
$
14,686
   
$
 
5e. Purchase price allocation
 
(17,773
)
 
(4,443
)
5f. Financing of the Acquisition
 
(8,570
)
 
 
   
$
(11,657
)
 
$
(4,443
)

(i) Represents net income and other pro forma adjustments attributable to the 4.72% redeemable non-controlling interest as a result of the Acquisition.

(j) Computation of pro forma earnings per share for the year ended December 31, 2018

In thousands, except per share data
 
TerraForm Power
Historical
 
Saeta
IFRS
 
Pro Forma
Adjustments
 
Pro Forma
Combined
Net income (loss) attributable to Class A common stockholders
 
$
12,380
   
$
16,638
   
$
(7,214
)
 
$
21,804
 
                 
Weighted average basic and diluted Class A shares outstanding
 
148,166
       
60,976
   
209,142
 
                 
Basic and diluted earnings per share
 
$
0.08
       
$
0.02
   
$
0.10
 

(k) Reclassifications to conform with TerraForm Power’s presentation

The classification of certain items presented by Saeta has been modified in order to align with the presentation used by TerraForm Power. See below for reconciliations from TerraForm Power and Saeta’s historical financial statements to the presentation of the Unaudited Pro Forma Combined Statement of Operations.
7


Reconciliation from Historical Financial Statements to Historical Information Presented in Unaudited Pro Forma Combined Statement of Operations

Year ended December 31, 2018
(In thousands)
 
TerraForm Power
Historical
 
Saeta Historical
IFRS (USD)
 
Reclassification
 
TerraForm
Power
Historical
 
Saeta
IFRS (USD)
 
Historical Saeta and
TerraForm Power
Revenue
 
$
   
$
178,445
   
$
(178,445
)
 
$
   
$
   
$
 
Other operating income
 
   
5,977
   
(5,977
)
 
   
   
 
Operating revenues, net
 
766,570
   
   
184,422
   
766,570
   
184,422
   
950,992
 
Operating costs and expenses:
                       
Cost of materials used and other external expenses
 
   
45
   
(45
)
 
   
   
 
Staff costs
 
   
3,351
   
(3,351
)
 
   
   
 
Other operating expenses
 
   
57,371
   
(57,371
)
 
   
   
 
Cost of operations
 
220,907
   
   
57,416
   
220,907
   
57,416
   
278,323
 
General and administrative expenses
 
87,722
   
   
19,590
   
103,961
   
3,351
   
107,312
 
General and administrative expenses - affiliate
 
16,239
   
   
(16,239
)
 
   
   
 
Acquisition and related costs
 
14,646
   
   
   
14,646
   
   
14,646
 
Impairment of renewable energy facilities
 
15,240
   
   
   
15,240
   
   
15,240
 
Depreciation, accretion and amortization
 
341,837
   
66,100
   
   
341,837
   
66,100
   
407,937
 
Total operating costs and expenses
 
696,591
   
126,867
   
   
696,591
   
126,867
   
823,458
 
Operating (loss) income
 
69,979
   
57,555
   
   
69,979
   
57,555
   
127,534
 
                         
Other expenses (income):
                       
Finance income
 
   
(639
)
 
639
   
   
   
 
Finance costs
 
   
38,002
   
(38,002
)
 
   
   
 
Interest expense, net
 
249,211
   
   
37,363
   
249,211
   
37,363
   
286,574
 
Loss on extinguishment of debt, net
 
1,480
   
   
   
1,480
   
   
1,480
 
(Gain) loss on foreign currency exchange, net
 
(10,993
)
 
(868
)
 
   
(10,993
)
 
(868
)
 
(11,861
)
Other income, net
 
(4,102
)
 
   
   
(4,102
)
 
   
(4,102
)
Total other expenses, net
 
235,596
   
36,495
   
   
235,596
   
36,495
   
272,091
 
(Loss) income before income tax (benefit) expense
 
(165,617
)
 
21,060
   
   
(165,617
)
 
21,060
   
(144,557
)
                         
Income tax (benefit) expense
 
(12,290
)
 
4,422
   
   
(12,290
)
 
4,422
   
(7,868
)
Net (loss) income
 
(153,327
)
 
16,638
   
   
(153,327
)
 
16,638
   
(136,689
)
                         
Less: Net income attributable to redeemable non-controlling interests
 
9,209
   
   
   
9,209
   
   
9,209
 
Less: Net loss attributable to non-controlling interests
 
(174,916
)
 
   
   
(174,916
)
 
   
(174,916
)
Net income attributable to common stockholders
 
$
12,380
   
$
16,638
   
$
   
$
12,380
   
$
16,638
   
$
29,018
 

8