SEC Filing | TerraForm Power Operating, LLC

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terp-20191231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________

FORM 10-K

____________________________________________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended December 31, 2019


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36542

______________________________________________________________

TerraForm Power, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________

Delaware

46-4780940

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

200 Liberty Street,

14th Floor

New York

10281

(Address of principal executive offices)

(Zip Code)

646-992-2400

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, Class A, par value $0.01

TERP

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

___________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity of the registrant, held by non-affiliates of the registrant (based upon the closing sale price of shares of Class A Common Stock of the registrant on the Nasdaq on such date), was approximately $1.1 billion.

As of February 28, 2020, there were 226,521,289 shares of Class A Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2020 annual meeting of stockholders (the “2020 Proxy Statement”) are incorporated by reference into Part III of this Form 10-K where indicated. The 2020 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

TerraForm Power, Inc. and Subsidiaries

Table of Contents

Form 10-K

Part I. General Information

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Part II. Financial Information

Item 5.

Market for Registrant ’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

Selected Financial Data

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements w ith Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Part III. Executive Information

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accounting Fees and Services

Part IV. Exhibits

Item 15.

Exhibits, Financial Statement Schedules

Item 16.

Form 10-K Summary

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as “expect,” “anticipate,” “believe,” “intend,” “plan,” “seek,” “estimate,” “predict,” “project,” “opportunities,” “goal,” “guidance,” “outlook,” “initiatives,” “objective,” “forecast,” “target,” “potential,” “continue,” “would,” “will,” “should,” “could,” or “may” or other comparable terms and phrases. All statements that address operating performance, events, or developments that TerraForm Power, Inc. (“TerraForm Power” and, together with its subsidiaries, the “Company”) expects or anticipates will occur in the future are forward-looking statements. They may include estimates of expected cash available for distribution, distributions growth, earnings, revenues, income, loss, capital expenditures, liquidity, capital structure, margin enhancements, cost savings, future growth, financing arrangements and other financial performance items (including future distributions per share), descriptions of management’s plans or objectives for future operations, products, or services, or descriptions of assumptions underlying any of the above. Forward-looking statements provide the Company’s current expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although the Company believes its expectations and assumptions are reasonable, it can give no assurance that these expectations and assumptions will prove to have been correct, and actual results may vary materially.

Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are listed below and further disclosed under the section entitled Item 1A. Risk Factors:

•risks related to the proposed acquisition of all our outstanding common stock by an affiliate of Brookfield Asset Management Inc. (“Brookfield”) including whether it will be approved by shareholders and ultimately consummated;

•risks related to weather conditions at our wind and solar assets;

•the willingness and ability of counterparties to fulfill their obligations under offtake agreements;

•price fluctuations, termination provisions and buyout provisions in offtake agreements;

•our ability to enter into contracts to sell power at acceptable prices and terms, including as our offtake agreements expire;

•our ability to compete against traditional utilities and renewable energy companies;

•pending and future litigation;

•our ability to successfully close the acquisitions of, integrate or realize the anticipated benefits from the projects that we acquire from third parties, including our recently acquired portfolio of distributed generation assets;

•our ability to close, implement and realize the benefit of our cost and performance enhancement initiatives, including long-term service agreements and our ability to realize the anticipated benefits from such initiatives;

•equipment failure;

•risks related to the ability of our hedging activities to adequately manage our exposure to commodity and financial risk;

•risks related to the outbreak of COVID-19 coronavirus, including its impact on supply chains, personnel, contract counterparties and financial markets;

•risks related to our operations being located internationally, including our exposure to foreign currency exchange rate fluctuations and political and economic uncertainties;

•government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws, consumer protection laws, data privacy laws and policies affecting renewable energy;

•the regulated rate of return of renewable energy facilities in our Regulated Solar and Wind segment, a reduction of which could have a material negative impact on our results of operations;

•our ability to grow and make acquisitions with cash on hand, which may be limited by our cash distribution policy;

•fraud, bribery, corruption or other illegal acts;

•health, safety, security and environmental risk;

•the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness in the future;

•operating and financial restrictions placed on us and our subsidiaries related to agreements governing indebtedness;

•risks related to our relationship with Brookfield, including our ability to realize the expected benefits of sponsorship; and

•risks related to the effectiveness of our internal control over financial reporting.

We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data, or methods, future events, or other changes, except as required by law. The foregoing list of factors that might cause results to differ materially from those contemplated in the forward-looking statements should be considered in connection with information regarding risks and uncertainties, which are described in this Annual Report, as well as additional factors we may describe from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). We operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and you should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

GLOSSARY OF TERMS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:




AC						Alternating Current
Adjusted EBITDA						Adjusted EBITDA is defined as net income (loss) plus depreciation, accretion and amortization, non-operating general and administrative costs, management fees to Brookfield, interest expense, income tax (benefit) expense, acquisition related expenses, and certain other non-cash charges, unusual or non-recurring items and other items that we believe are not representative of our core business or future operating performance.
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
Cash available for distribution or CAFD						Cash available for distribution is defined as Adjusted EBITDA (i) minus management fees to Brookfield, (ii) minus cash distributions paid to non-controlling interests in our renewable energy facilities, if any, (iii) minus annualized scheduled interest and project level amortization payments in accordance with the related borrowing arrangements, (iv) minus average annual sustaining capital expenditures (based on the long-sustaining capital expenditure plans) which are recurring in nature and used to maintain the reliability and efficiency of our power generating assets over our long-term investment horizon, (v) plus or minus operating items as necessary to present the cash flows we deem representative of our core business operations.
DC						Direct Current
FASB						Financial Accounting Standards Board
GWh						Gigawatt hours
HLBV						Hypothetical Liquidation at Book Value
IDRs						Incentive Distribution Rights
ISDA						International Swaps and Derivatives Association, Inc.
ISONE						Independent System Operator of New England
ITC						Investment tax credit
kWh						Kilowatt hours
LIBOR						London Inter-bank Offered Rate
MW						Megawatt
MWh						Megawatt hours
Nameplate capacity						Nameplate capacity represents the maximum generating capacity of a facility as expressed in (1) direct current (“DC”), for all facilities within our Solar reportable segment, and (2) alternating current (“AC”) for all facilities within our Wind and Regulated Solar and Wind reportable segments
NYISO						New York System Operator
O&M						Operations and maintenance
Payout ratio						Total annual cash distributions paid to stockholders in a given year, divided by the CAFD generated by the Company during such year.
PPA						As applicable, Power Purchase Agreement, energy hedge contract and/or REC or SREC contract (as defined below)
PTC						Production tax credit
REC						Renewable energy certificate
Renewable energy facilities						Solar and wind power generation facilities
SREC						Solar renewable energy certificate
U.S. GAAP						Accounting principles generally accepted in the United States

In this Annual Report, all references to “$” are to U.S. dollars. Canadian dollars, Euros and British pounds sterling are identified as “C$”, “€”, and “£” respectively.

PART I

Item 1. Business.

Overview

TerraForm Power acquires, owns, and operates solar and wind assets in North America and Western Europe. We are the owner and operator of over 4,100 MW diversified portfolio of high-quality solar and wind assets underpinned by long-term contracts. Significant diversity across technologies and locations coupled with contracts across a large, diverse group of creditworthy counterparties significantly reduces the impact of resource variability on cash available for distribution and limits our exposure to any individual counterparty. We are sponsored by Brookfield Asset Management Inc. (“Brookfield”), a leading global alternative asset manager with over $540 billion in assets under management. Affiliates of Brookfield held approximately 62% of TerraForm Power’s Class A common stock (“Common Stock”) as of December 31, 2019.

TerraForm Power’s objective is to deliver an attractive risk-adjusted return to its stockholders. We expect to generate this total return with a regular distribution, which we intend to grow at 5 to 8% per annum, that is backed by stable cash flows.

TerraForm Power, formed in 2014, is a holding company and its primary asset is an equity interest in TerraForm Power, LLC (“Terra LLC”). TerraForm Power is the managing member of Terra LLC and operates, controls and consolidates the business affairs of Terra LLC. Unless otherwise indicated or otherwise required by the context, references to “we,” “our,” “us” or the “Company” refer to TerraForm Power and its consolidated subsidiaries.

Brookfield Renewable Non-Binding Proposal and Signing of Reorganization Agreement

On January 11, 2020, the Company received an unsolicited and non-binding proposal (the “Brookfield Proposal”) from Brookfield Renewable Partners L.P. (“Brookfield Renewable”), an affiliate of Brookfield, to acquire all of the outstanding shares of Common Stock of the Company, other than the approximately 62% shares held by Brookfield and its affiliates. The Brookfield Proposal expressly conditioned the transaction contemplated thereby on the approval of a committee of the Board of Directors of the Company (the “Board”) consisting solely of independent directors and the approval of a majority of the shares held by the Company’s stockholders not affiliated with Brookfield Renewable and its affiliates. Following the Company’s receipt of the Brookfield Proposal, the Board formed a special committee (the “Special Committee”) of non-executive, disinterested and independent directors to, among other things, review, evaluate and consider the Brookfield Proposal and, if the Special Committee deemed appropriate, negotiate a transaction with Brookfield Renewable or explore alternatives thereto. The Board resolutions establishing the Special Committee expressly provided that the Board would not approve the transaction contemplated by the Brookfield Proposal or any alternative thereto without a prior favorable recommendation by the Special Committee. Brookfield Renewable holds an approximately 30% indirect economic interest in TerraForm Power.

On March 16, 2020, pursuant to the Brookfield Proposal, the Company and Brookfield Renewable and certain of their affiliates entered into a definitive agreement (the “Reorganization Agreement”) for Brookfield Renewable to acquire all of the Company's outstanding shares of Common Stock, other than the 62% currently owned by Brookfield Renewable and its affiliates (the transactions contemplated by the Reorganization Agreement, the “Transactions”). Pursuant to the Reorganization Agreement, each holder of a share of Common Stock that is issued and outstanding immediately prior to the consummation of the Transactions will receive, at each such shareholder’s election, 0.381 of a Brookfield Renewable limited partnership unit or of a Class A exchangeable subordinate voting share of Brookfield Renewable Corporation, a Canadian subsidiary of Brookfield Renewable which is expected to be publicly listed as of the consummation of the Transactions. The Special Committee has unanimously recommended that the Company’s unaffiliated shareholders approve the Transactions. Consummation of the Transactions is subject to the non-waivable approval of a majority of the Company’s shareholders not affiliated with Brookfield Renewable, receipt of required regulatory approvals and other customary closing conditions.

Our principal executive offices are located at 200 Liberty Street, 14th Floor, New York, New York 10281, and our telephone number is 646-992-2400. Our website address is www.terraformpower.com. Information contained on our website is not incorporated by reference into this Annual Report and does not constitute part of this Annual Report.

The diagram below is a summary depiction of our organizational and capital structure as of December 31, 2019:

https://cdn.kscope.io/3490cffe694894c162693b2c0a8c88da-terp-20191231_g1.jpg

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(1)As of December 31, 2019, there were 226,500,807 shares of Common Stock outstanding. Orion US Holdings 1 L.P. (“Orion Holdings”) and BBHC Orion Holdco L.P. (“BBHC Holdings”), each controlled affiliates of Brookfield, together owned approximately 62% of our outstanding shares of Common Stock as of December 31, 2019. Brookfield Renewable, through its ownership interest in Orion Holdings and BBHC Holdings, has an approximately 30% indirect economic interest in TerraForm Power.

(2)Incentive Distribution Rights (“IDRs”) represent a variable interest in distributions by Terra LLC and therefore, cannot be expressed as a fixed percentage ownership interest in Terra LLC. BRE Delaware, Inc., an indirect, wholly-owned subsidiary of Brookfield (“Brookfield IDR Holder”), holds all of the IDRs of Terra LLC. See Incentive Distribution Rights within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the IDRs.

(3)See Liquidity and Capital Resources within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion regarding these financing arrangements.

(4)Terra LLC is a guarantor of the indebtedness of TerraForm Power Operating, LLC (“Terra Operating LLC”).

(5)Represents the borrowing capacity as of December 31, 2019. As of December 31, 2019, $115.5 million of letters of credit were outstanding under the Terra Operating LLC revolving credit facility (the “Revolver”), with availability of $484.5 million. There were no revolving loans drawn under the Revolver as of December 31, 2019.

(6)Certain project-level holding companies are guarantors of the indebtedness of Terra Operating LLC. These project-level holding companies do not have any indebtedness.

Our Business Strategy

Our primary business strategy is to acquire, own and operate solar and wind assets in North America and Western Europe. We are the owner and operator of over 4,100 MW diversified portfolio of high-quality solar and wind assets, underpinned by long-term contracts. Significant diversity across technologies and locations coupled with contracts across a large, diverse group of creditworthy counterparties significantly reduces the impact of resource variability on cash available for distribution and limits our exposure to any individual counterparty. We are sponsored by Brookfield.

Our goal is to pay distributions to our stockholders that are sustainable on a long-term basis while retaining within our operations sufficient liquidity for recurring capital expenditures, and general corporate purposes. We expect to generate this return with a regular distribution, which we intend to grow at 5 to 8% per annum, supported by a target payout ratio of 80 to 85% of CAFD and our stable cash flows. We expect to achieve this growth and deliver returns by focusing on the following initiatives:

•Value-Oriented Acquisitions:

With the support of Brookfield, we focus on sourcing off-market transactions at more attractive valuations than auction processes. We believe that multi-faceted transactions such as take-privates and recapitalizations may enable us to acquire high quality assets at attractive relative values.

We have a right of first offer (“ROFO”) to acquire certain renewable power assets in North America and Western Europe owned by Brookfield and its affiliates. The ROFO portfolio currently stands at approximately 3,500 MW. Over time, as Brookfield entities look to sell these assets, we will have the opportunity to make offers for these assets and potentially purchase them if the proposed price (i) meets our investment objectives, and (ii) is the most favorable offered to Brookfield and the applicable Brookfield entities receive all necessary approvals from their independent directors and institutional partners. We also continue to maintain a call right over 500 MW (net) of operating wind power plants that are owned by a warehouse vehicle that was owned and arranged by our previous sponsor, SunEdison, Inc. (“SunEdison”), who sold its equity interest in this warehouse vehicle to an unaffiliated third party in 2017.

•Margin Enhancements:

We have sought to enhance our cash flow by optimizing the performance of our existing assets. As our long-term service agreements (collectively, the “LTSA”) for our North American and European wind fleets and North American solar fleet demonstrate, such agreements have the potential to lock in cost savings, provide contractual incentives for achieving our generation targets and increase revenue through deployment of technology.

•Organic Growth:

We continue to develop a robust organic growth pipeline of opportunities to invest in our existing fleet on an accretive basis as well as add-on acquisitions across our scope of operations. At any given time we seek to have a number of investment opportunities, including asset repowerings, site expansions and adding energy storage to existing sites.

We benefit from Brookfield’s deep operational expertise in owning, operating and developing renewable assets, as well as its significant deal-sourcing capabilities and access to capital. Brookfield is a leading global alternative asset manager and has a more than 100-year history of owning and operating assets with a focus on renewable power, property, infrastructure and private equity. Brookfield has over $540 billion of assets under management of which $50 billion are renewable power assets. Brookfield’s renewable power portfolio represents approximately 19,000 MW of generation capacity in 17 countries. It also employs over 2,800 individuals with extensive operating, development and power marketing capabilities and has a demonstrated ability to deploy capital in a disciplined manner.

Sponsorship Arrangements

On October 16, 2017, a wholly-owned subsidiary of Orion Holdings, an affiliate of Brookfield, merged with and into TerraForm Power (the “Merger”), with TerraForm Power continuing as the surviving corporation. In connection with the consummation of the Merger, TerraForm Power entered into the following suite of support and sponsorship arrangements (the “Sponsorship Transaction”) with Brookfield and certain of its affiliates:

•Master Services Agreement (the “Brookfield MSA”), with Brookfield, certain of Brookfield’s affiliates, Terra LLC and Terra Operating LLC, pursuant to which Brookfield and certain of its affiliates provide certain management and

administrative services, including the provision of strategic and investment management services, to TerraForm Power and its subsidiaries.

•Relationship Agreement (the “Relationship Agreement”) with Brookfield, Terra LLC and Terra Operating LLC, which governs certain aspects of the relationship between Brookfield and TerraForm Power and its subsidiaries. Pursuant to the Relationship Agreement, TerraForm Power and its subsidiaries serve as the primary vehicle through which Brookfield and its affiliates acquire operating solar and wind assets in certain countries in North America and Western Europe, and Brookfield grants TerraForm Power a ROFO on any proposed transfer of certain existing projects and all future operating solar and wind projects located in such countries developed by persons sponsored by or under the control of Brookfield, subject to certain exceptions and consent rights set out therein. See Item 1A. Risk Factors. Risks Related to our Relationship with Brookfield.

•Governance Agreement (the “Governance Agreement”) with Orion Holdings and any controlled affiliate of Brookfield (other than TerraForm Power and its controlled affiliates) (such controlled affiliates together with Brookfield, the “Sponsor Group”) that by the terms of the Governance Agreement from time to time becomes a party thereto. The Governance Agreement establishes certain rights and obligations of TerraForm Power and members of the Sponsor Group that own voting securities of TerraForm Power relating to the governance of TerraForm Power.

Terra LLC is also party to an amended and restated limited liability company agreement with Brookfield IDR Holder, and a $500.0 million sponsor line of credit (the “Sponsor Line”) with Brookfield and one of its affiliates as discussed in Liquidity and Capital Resources within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. See also a discussion of the IDRs in Incentive Distribution Rights within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Corporate Governance and Management

We have a single class of shares outstanding worth one vote each. The size of our Board is currently set at seven members, of whom four are designated by Brookfield and three are independent. Under the terms of the Governance Agreement, Brookfield appoints our Chief Executive Officer, Chief Financial Officer and General Counsel for as long as the Brookfield MSA remains in effect. These three executive officers are not employees of TerraForm Power and their services are provided pursuant to the Brookfield MSA.

Our Board has established an Audit Committee and a Conflicts Committee, each consisting entirely of independent Directors. The Conflicts Committee considers, among other things, matters in which a conflict of interest exists between TerraForm Power and Brookfield. Our Board has also established a Nominating and Governance Committee, which consists of three Directors, one of whom is a Director designated by Brookfield and two of whom are independent Directors. Our Board also in December 2020 formed a Special Committee consisting entirely of independent Directors to, among other things, review, evaluate and consider the Brookfield Proposal.

Changes within Our Portfolio

The following table provides an overview of the changes within our portfolio from December 31, 2018 through December 31, 2019:


		Nameplate Capacity (MW)
	Facility Type			Number of Sites		Weighted Average Remaining Duration of PPA (Years)¹
Description
Total Portfolio as of December 31, 2018		3,747.6	575		13
Acquisition of TEG assets	Solar	15.1	4		14
Acquisition of WGL Portfolio²	Solar	321.7	4,361		17
Acquisition of X-Elio PV assets	Solar	44.5	9		21
Divestitures of distributed generation assets	Solar	(6.4)	(8)		12
Total Portfolio as of December 31, 2019		4,122.5	4,941		13

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(1)Represents the weighted-average remaining term of PPAs calculated as of December 31, 2018, and December 31, 2019, as appropriate.

(2)Includes certain projects with a combined nameplate capacity of 11.6 MW for which the sellers had not yet received the required third party consents or had not completed construction as of December 31, 2019 (the “Delayed Projects”). The ownership of the Delayed Projects will be transferred to us once such third party consents have been received or construction has been completed, subject to certain terms and conditions. See Note 3. Acquisitions and Divestitures to our consolidated financial statements for additional details.

The below represents the major changes to our portfolio for the year ended December 31, 2019:

(i) TEG Acquisition

During the year ended December 31, 2019, we acquired four distributed generation facilities located in the U.S. with a combined nameplate capacity of 15.1 MW from third parties for a purchase price of $24.0 million. The facilities are contracted under long-term PPAs with municipal offtakers.

(ii) WGL Acquisition

On September 26, 2019, we completed the acquisition of an approximately 320 MW distributed generation portfolio in the United States from subsidiaries of AltaGas Ltd., a Canadian corporation (“AltaGas”), for a purchase price of $720.0 million, plus $15.1 million for working capital (the “WGL Acquisition”).

(iii) X-Elio Acquisition

On December 18, 2019, we completed the acquisition of an approximately 45 MW portfolio of utility-scale solar photovoltaic facilities in Spain from subsidiaries of X-Elio Energy, S.L., a Spanish corporation (the “X-Elio Acquisition”), for a total purchase price of €63.8 million (equivalent to $71.1 million at the date of the acquisition).

(iv) Sale of Six Distributed Generation Facilities in the United States

On December 20, 2019, we sold six distributed generation facilities in the United States, with a combined nameplate capacity of 6.0 MW, for a net consideration of $9.5 million.

See Note 3. Acquisitions and Divestitures to our consolidated financial statements for additional details.

Our Portfolio

Our current portfolio consists of renewable energy facilities located in the United States (including Puerto Rico) (the “U.S.”), Canada, Spain, Portugal, the United Kingdom (the “U.K.”), Chile and Uruguay with a combined nameplate capacity of over 4,100 MW as of December 31, 2019. These renewable energy facilities generally have long-term PPAs with creditworthy counterparties. As of December 31, 2019, on a weighted-average basis (based on MW), our PPAs had a remaining life of 13 years and counterparties to our PPAs had, on average, an investment grade credit rating.

The following table lists the renewable energy facilities that comprise our portfolio as of December 31, 2019:


Facility Category / Portfolio	Location	Nameplate Capacity (MW)	Number of Sites	Counterparty	Weighted Average Remaining Duration of PPA (Years)¹

Distributed Generation:
United States:
Solar Distributed Generation:
Arcadia Solar³	U.S.²	172.8	201	Various	15
CD DG Portfolio	U.S.²	77.8	42	Various	14
SFGF II³	U.S.²	73.9	50	Various	19
DG 2015 Portfolio 2	U.S.²	48.1	30	Various	16
U.S. Projects 2014	U.S.²	45.4	41	Various	15
DG 2014 Portfolio 1	U.S.²	44.0	46	Various	15


Facility Category / Portfolio	Location	Nameplate Capacity (MW)	Number of Sites	Counterparty	Weighted Average Remaining Duration of PPA (Years)¹

TEG	U.S.²	48.9	60	Various	10
SFRC³	Minnesota	26.6	5	Various	22
Hudson Energy Solar	U.S.²	25.2	66	Various	10
MA Solar	Massachusetts	21.1	4	Various	23
Summit Solar Projects	U.S.²	19.6	50	Various	8
U.S. Projects 2009-2013	U.S.²	14.8	72	Various	17
SUNE XVIII	U.S.²	16.1	21	Various	11
SFGF³	Georgia	14.0	27	Georgia Power Company	22
California Public Institutions	California	13.5	5	The State of California	14
Enfinity	U.S.²	13.2	15	Various	12
MA Operating	Massachusetts	12.2	4	Various	14
Duke Operating	North Carolina	10.0	3	Duke Energy	11
SunE Solar Fund X	U.S.²	8.8	12	Various	11
Tinkham Hill Expansion	Massachusetts	2.5	1	Fairhaven Housing Authority	20
SFEE³	Massachusetts	3.2	1	Affordable Interior Systems, Inc.	17

Solar Residential Rooftops:
ASD Solar / SF Echo³	U.S.²	21.2	4,068	Various	14

Fuel Cells:
Arcadia Fuel Cells³	U.S.²	10.0	9	Various	16

Canada:
Summit Solar Projects	Ontario	3.8	7	Ontario Power Authority	12
Moose Power I	Ontario	4.7	13	Ontario Power Authority	14

Total Distributed Generation		751.4	4,853		15


Facility Category / Portfolio	Location	Nameplate Capacity (MW)	Number of Sites	Counterparty	Weighted Average Remaining Duration of PPA (Years)¹


Solar Utility:
United States:
Mount Signal I (Imperial Valley Solar I)	California	265.8	1	San Diego Gas & Electric	19
Regulus Solar	California	81.6	1	Southern California Edison	15
Blackhawk Solar Portfolio	U.S.²	72.8	10	Various	16
North Carolina Portfolio	North Carolina	26.4	4	Progress Energy Carolinas, Inc.	10
Atwell Island	California	23.5	1	Pacific Gas and Electric	18
Nellis Solar Power Plant	Nevada	14.0	1	Nellis Air Force Base	8
Alamosa	Colorado	8.2	1	Southwestern Public Service Company	8
CalRENEW-1	California	6.3	1	Pacific Gas and Electric	10

Chile:
Amanecer Solar CAP	Chile	101.6	1	Compañía Minera del Pacífico	14

Canada:
Northern Lights	Ontario	25.4	2	Ontario Power Authority	14
Marsh Hill	Ontario	18.5	1	Ontario Power Authority	15
SunE Perpetual Lindsay	Ontario	15.5	1	Ontario Power Authority	15

United Kingdom:
Norrington	U.K.	11.1	1	Statkraft AS	9

Total Solar Utility		670.7	26		16

Wind Utility:
United States:
California Ridge	Illinois	227.0	1	Tennessee Valley Authority	13
Bishop Hill	Illinois	211.4	1	Tennessee Valley Authority	13
Rattlesnake	Texas	207.2	1	Bank of America Merrill Lynch	8
Prairie Breeze I	Nebraska	200.6	1	Omaha Public Power District	19
South Plains I	Texas	200.0	1	Morgan Stanley	10
Cohocton	New York	125.0	1	Market Sales (NYISO / ISONE)	1
Stetson I & II	Maine	82.5	2	ISONE / Harvard University	5
Rollins Wind	Maine	60.0	1	Emera Maine / Central Maine Power	12
Mars Hill	Maine	42.0	1	New Brunswick Power	2
Sheffield	Vermont	40.0	1	Burlington Electric Department / Vermont Electric Coop / Washington Electric Coop	8
Steel Winds I & II	New York	35.0	2	Market Sales (NYISO / ISONE)	—
Bull Hill	Maine	34.5	1	NSTAR Electric Company	8
Kaheawa Wind Power I	Hawaii	30.0	1	Maui Electric Company	6
Kahuku	Hawaii	30.0	1	Hawaiian Electric Company	11
Kaheawa Wind Power II	Hawaii	21.0	1	Maui Electric Company	13

Portugal:


Facility Category / Portfolio	Location	Nameplate Capacity (MW)	Number of Sites	Counterparty	Weighted Average Remaining Duration of PPA (Years)¹

Penamacor 3B	Portugal	25.2	1	Energias de Portugal	9
Sabugal	Portugal	25.2	1	Energias de Portugal	9
Penamacor 1	Portugal	20.0	1	Energias de Portugal	9
Penamacor 2	Portugal	20.0	1	Energias de Portugal	9
Penamacor 3A	Portugal	14.7	1	Energias de Portugal	9
Penamacor 3B Ext 1	Portugal	14.7	1