UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________
FORM 10-K/A
(Amendment No. 1)
____________________________________________________________________________
(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
OR
| 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
______________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(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 | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
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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.
| ☒ | 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
EXPLANATORY NOTE
TerraForm Power, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to its Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2020 (the “Form 10-K”) solely to (i) replace Exhibit 23.2, the consent of independent registered public accounting firm, KPMG LLP, and (ii) attach the consent of independent registered public accounting firm, Deloitte S.L., as Exhibit 23.4 hereto. The new Exhibit 23.2 corrects a clerical error in the previously filed Exhibit 23.2, in which reference to one of the Company’s registration statements was inadvertently omitted from the original consent. The new Exhibit 23.4 is an exhibit that was inadvertently excluded from those filed with the Form 10-K. In connection with the filing of this Amendment No. 1 and pursuant to the rules of the SEC, certain new certifications by our chief executive officer and chief financial officer are also attached to this Amendment No. 1. Accordingly, Part IV, Item 15 of the Form 10-K is being amended to reflect the filing of Exhibit 23.2, Exhibit 23.4 and the new certifications. Other than with respect to the foregoing, this Amendment No. 1 does not modify or supplement in any way the information set forth in the Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(3) Exhibits.
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 23.2 | ||||||||
| 23.4 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TERRAFORM POWER, INC. | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Date: | March 25, 2020 | By: | /s/ JOHN STINEBAUGH | |||||||||||||||||
| John Stinebaugh | ||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Terraform Power, Inc.:
We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-205337), on Form S-1 (No. 333-221593) and on Form S-3 (No. 333-234076) of TerraForm Power, Inc. of our report dated March 7, 2018, except for the fourth paragraph in Note 18, as to which the date is March 15, 2019, with respect to the con consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows of Terraform Power, Inc. and subsidiaries for the year ended December 31, 2017, and the related notes, which report appears in the December 31, 2018 annual report on Form 10-K of TerraForm Power, Inc.
/s/ KPMG LLP
McLean, Virginia
March 25, 2020
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in the Annual Report on Form 10-K of TerraForm Power, Inc. for the year ended December 31, 2019 (the “Form 10-K) and to the incorporation by reference in TerraForm Power's Registration Statements No. 333-205337 on Form S-8, No. 333-221593 on Form S-1 and No. 333-234076 on Form S-3 our report dated February 28, 2019, (relating to the consolidated financial statements of TERP Spanish HoldCo, S.L. (Sociedad unipersonal) as of December 31, 2018 and for the period from June 12, 2018 to December 31, 2018, not presented separately herein), appearing in the Form 10-K.
/s/ DELOITTE, S.L.
Madrid, Spain
March 25, 2020
Exhibit 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John Stinebaugh, Chief Executive Officer, certify that:
| 1 | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of TerraForm Power, Inc.; and | ||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | ||||
| Date: | March 25, 2020 | |||||||||||||
| By: | /s/ JOHN STINEBAUGH | ||||
| Name: | John Stinebaugh | ||||
| Title: | Chief Executive Officer | ||||
| (Principal executive officer) | |||||
Exhibit 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Tebbutt, Chief Financial Officer, certify that:
| 1 | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of TerraForm Power, Inc.; and | ||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| Date: | March 25, 2020 | |||||||||||||
| By: | /s/ MICHAEL TEBBUTT | ||||
| Name: | Michael Tebbutt | ||||
| Title: | Chief Financial Officer | ||||
| (Principal financial officer and principal accounting officer) | |||||