TerraForm Global Inc, an affiliate of U.S. renewable energy company SunEdison Inc, has entered into an exclusivity agreement with Canada’s Brookfield Asset Management to negotiate a potential deal. Before doing so, TerraForm Global said it had received a revised bid from Brookfield. It was proposed that Brookfield would either acquire 100 percent of the company for up to US$4.35 per share or replace SunEdison as the company’s sponsor and buy 50.1 percent of the outstanding shares for up to US$4.25 per share. Earlier this month, Brookfield submitted proposals for buying SunEdison’s other affiliate, TerraForm Power Inc.
TerraForm Global Announces Exclusivity Agreement with Brookfield Asset Management Regarding Potential Transaction
Enters into Memorandum of Understanding with SunEdison
BETHESDA, Md., Jan. 23, 2017 (GLOBE NEWSWIRE) — TerraForm Global, Inc. (GLBL) (“TerraForm Global” or the “Company”), a global owner and operator of clean energy power plants, today announced that the Company has entered into an exclusivity agreement with Brookfield Asset Management (“Brookfield”) in connection with its previously disclosed strategic alternatives process to maximize shareholder value. Under the exclusivity agreement, the Company has agreed to negotiate exclusively with Brookfield in connection with a potential business combination between the Company and Brookfield until the earlier of the execution of a definitive agreement for such transaction or 11:59 p.m. New York City time on March 6, 2017.
TerraForm Global also noted that, prior to entering into the exclusivity agreement, the Company received a revised bid letter from Brookfield. In its letter, Brookfield proposed four possible transactions, none of which is subject to any financing condition. Under the terms of the consideration, Brookfield would either acquire 100% of the Company for as much as $4.35 per share or replace SunEdison as the Company’s sponsor and purchase 50.1% of the Company’s outstanding shares for as much as $4.25 per share. However, any aggregate amounts payable to the Company’s shareholders will reflect the terms of a final settlement agreement, if any, between the Company and SunEdison as described below. The terms of any such final settlement agreement may cause any amounts payable in a transaction for all or part of the Company to differ materially from those described above.
Brookfield’s proposals are subject to certain conditions, including the satisfactory completion of confirmatory due diligence and the negotiation of mutually acceptable definitive transaction documentation, which addresses, among other things, the treatment of potential liabilities previously disclosed by the Company, a voting and support agreement with SunEdison and the negotiation of a comprehensive settlement agreement between the Company and SunEdison that is acceptable to Brookfield.
There is no assurance that the Company and Brookfield will enter into a definitive agreement for a potential transaction and there is no assurance as to the form, terms or timing of any transaction even if an agreement is reached between the parties. The final form and terms of any such transaction, including any consideration ultimately received by the Company’s shareholders in such transaction, and any conditions to closing, may be materially different from the terms under Brookfield’s proposals described above.
Settlement Discussions with SunEdison, Inc.
As previously disclosed, TerraForm Global has been engaged in settlement discussions with SunEdison, Inc. (“SunEdison”) as part of its ongoing strategic alternatives process, and announced today that it has entered into a memorandum of understanding (the “MOU”) with SunEdison. The MOU outlines potential separate settlements of claims between SunEdison and the Company and SunEdison and TerraForm Power, Inc. (TERP) (“TerraForm Power”) in connection with the Chapter 11 bankruptcy case of SunEdison (the “SunEdison Bankruptcy”). The Company’s Board of Directors approved the MOU upon the recommendation of its independent members who do not also serve on the Board of Directors of TerraForm Power. The settlements of the intercompany claims are subject to the approval of the U.S bankruptcy court overseeing the SunEdison Chapter 11 cases.
The MOU contains certain non-binding proposed settlement terms to resolve the complex legal relationship between the Company and SunEdison, including, among other things, an allocation of the total consideration paid in connection with a transaction for all or part of TerraForm Global and, with certain exceptions, the full mutual release of all claims of SunEdison and its affiliated debtors and non-debtors. Under the proposed settlement terms, SunEdison would receive consideration equal to 25% of the total consideration paid to all of the Company’s shareholders, reflecting the settlement of intercompany claims, cancelation of incentive distribution rights and other factors considered by the Company’s Board of Directors. The remaining consideration would be distributed to holders of shares of the Class A common stock of the Company.
In addition, under the MOU, TerraForm Global and SunEdison will work toward the terms of an agreement for a sale of all or part of the Company, provided that the final settlement agreement is reached on or before January 27, 2017. Any transaction will be jointly approved by both TerraForm Global and SunEdison.
The proposed terms are not legally binding on any party to the MOU and are subject to a number of conditions and contingencies, including TerraForm Global entering into a transaction jointly approved by the Company and SunEdison, TerraForm Power entering into a transaction jointly approved by TerraForm Power and SunEdison and approval by the Bankruptcy Court by April 1, 2017 of the settlement agreements involving SunEdison and each of the Company and TerraForm Power.
Additional information about the agreements described herein can be found in the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on January 23, 2017. A copy of the filing is available on the Investors page of TerraForm Global’s website at http://www.terraformglobal.com.
TerraForm Global has engaged Centerview Partners, Greentech Capital Advisors and AlixPartners as financial advisors and Sullivan & Cromwell LLP as its legal advisor.
About TerraForm Global
TerraForm Global is a renewable energy company that is changing how energy is generated, distributed and owned. TerraForm Global creates value for its investors by owning and operating clean energy power plants in high-growth emerging markets. For more information about TerraForm Global, please visit: www.terraformglobal.com.
Photo courtesy of Reuters/Noah Berger