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SunEdison, TerraForm Power agree to buy First Wind for $2.4 bln

Solar developer SunEdison Inc. and TerraForm Power, which operates renewable power plants, have agreed to acquire First Wind, which develops and operates wind projects in the U.S. SunEdison and TerraForm Power have agreed to buy the company for up to $2.4 billion. First Wind is a portfolio company of D.E. Shaw, which invested in Wind Power in 2005 and has been an active owner and partner with the First Wind management team, along with Madison Dearborn.

Press Release

SunEdison to become world’s largest renewable energy development company

— Enters U.S. wind market, doubling total addressable market
— 8.0 GW increase of total pipeline, backlog and leads

Immediate value creation for SunEdison and DPS accretion for TerraForm Power
— SunEdison raises 2015 installation guidance from 1.6-1.8 GW to 2.1-2.3
GW and accelerates timing of IDRs by approximately one year
— TerraForm acquires 521 MW of operating wind and solar power plants with
$72.5 million in CAFD
— TerraForm raises 2015 dividend guidance to $1.30 per share, an increase
of 44%

Transaction financing fully committed, drop down growth funding secured
— $2.4 billion of committed bridge financing to fund transaction
— $1.5 billion of non-recourse capital secured from six global banking
institutions and First Reserve Infrastructure to fund growth

SunEdison, Inc. (NYSE : SUNE), a leading global solar developer, and TerraForm Power,
Inc. (NASDAQ : TERP), a global owner and operator of renewable energy power plants,
today announced that they have signed a definitive agreement to acquire First Wind, one
of the leading developers, owners and operators of wind projects in the U.S.

With the purchase, SunEdison acquires the leading independent wind development and asset
management company and becomes the leading global renewable energy development company.
As a result, SunEdison raises its 2015 project installation guidance from 1.6-1.8 GW to
2.1-2.3 GW. SunEdison shareholders are expected to benefit from increased project
development cash flow, asset management revenues, and dividend payments from TerraForm
Power. The transaction also will accelerate the timing and enhance the visibility of
SunEdison’s receipt of incentive distribution rights (“IDRs”) from TerraForm Power, and
increase the value of SunEdison’s yieldco platform.

The transaction is immediately accretive to TerraForm Power and is expected to deliver
$72.5 million in unlevered cash available for distribution (“CAFD”) in 2015. Pro forma
for the transaction, TerraForm Power raises its 2015 CAFD guidance to $214 million and
2015 dividend guidance to $1.30 per share, a 44% increase over its current $0.90
dividend rate.

SunEdison will purchase over 1.6 GW of pipeline and backlog projects, which have been
added to TerraForm Power’s call right project list and are expected to be operational in
2016-2017. Included in the transaction is an additional 6.4 GW of project development
opportunities. SunEdison expects to accelerate the rate of project development and
realize significant synergies and growth opportunities by integrating First Wind’s wind
platform into its own global project development and finance platform.

TerraForm Power acquires 521 MW of contracted wind generation assets from First Wind and
adds 1.6 GW to its list of call right projects scheduled for drop down in 2016-2017. The
acquisition increases the generation capacity of TerraForm Power’s operating portfolio
by more than 50% and provides further geographic diversity in Maine, New York, Hawaii,
Vermont and Massachusetts. In addition, subsequent to the acquisition, TerraForm Power’s
call right project list with SunEdison will double to 3.2 GW of solar and wind projects.

“The acquisition of First Wind transforms both SunEdison and TerraForm Power into
diversified renewable energy companies and will make SunEdison the leading renewable
power plant developer in the world,” said Ahmad Chatila, President and Chief Executive
Officer of SunEdison. “By bringing together First Wind’s proven development and
operational capabilities and SunEdison’s global corporate infrastructure and renewable
energy development and finance experience, we will be well-positioned to capitalize on
the significant growth opportunities in the global wind power markets and drive returns
to shareholders of both SunEdison and TerraForm Power.”

“This acquisition is immediately accretive and establishes TerraForm Power as a leading
asset owner in the wind energy market while demonstrating the Company’s commitment to
delivering on TerraForm Power’s diversified growth strategy,” said Carlos Domenech,
President and Chief Executive Officer of TerraForm Power. “We are adding significant
CAFD through a transaction with a greater than 9% levered cash-on-cash yield, increasing
our dividend by 44% and expanding the potential drivers of our long-term growth.”

“We are excited to become part of the SunEdison team,” said Paul Gaynor, Chief Executive
Officer of First Wind. “This new strategic organization will allow us to join with
SunEdison to develop and invest in new, long-term-contracted, well-sited and well-run
renewable energy projects that deliver clean energy to homes and businesses across the
country and internationally. We will be able to leverage our strength in development and
operations, proven during the completion of 1.5 GW of wind projects over eight years,
with two world-class companies.”

Transaction Details

Total consideration for the acquisition of First Wind is up to $2.4 billion, comprised
of $1.9 billion in upfront consideration and a $510 million earn-out.

SunEdison’s portion of the total consideration is $1.5 billion, comprised of an upfront
consideration of $1.0 billion and the earn-out. As part of its upfront consideration,
SunEdison will issue a $340 million seller note. The earn-out will be payable by
SunEdison subject to completion of certain projects in First Wind’s backlog. TerraForm
Power will acquire First Wind’s operating portfolio for an enterprise value of $862

Concurrently, SunEdison will put in place a $1.5 billion non-recourse warehouse
financing facility, for projects expected to be dropped down into TerraForm, that will
provide certainty of financing for the Company to complete the build-out of its backlog
and pipeline projects, including those acquired from First Wind.

TerraForm Power and SunEdison have secured fully committed bridge financing to support
the aggregate First Wind transaction consideration, refinance TerraForm Power’s existing
indebtedness, and fund future growth through the drop down warehouse facility.

The transaction is expected to close during the first quarter of 2015, subject to usual
and customary conditions and regulatory approvals.

Morgan Stanley acted as lead financial advisor and provided a fairness opinion to
SunEdison. Barclays acted as co-advisor to SunEdison and lead structuring agent on the
financing. BofA Merrill Lynch acted as lead financial advisor to TerraForm in connection
with the First Wind acquisition and lead structuring agent on the drop down warehouse
credit facility. Citi acted as co-advisor to TerraForm. Lazard provided a fairness
opinion to the Corporate Governance Committee of the TerraForm Board of Directors.
Goldman Sachs acted as exclusive financial advisor to First Wind. Marathon Capital acted
as advisor to First Wind’s Board of Directors.

Orrick acted as M&A counsel to SunEdison and TerraForm. Cleary Gottlieb acted as counsel
to the Corporate Governance Committee of the TerraForm Board of Directors. Davis Polk
acted as counsel to First Wind.

Investor Meeting

SunEdison and TerraForm Power will host a meeting for investors and analysts at 8:00 am
Tuesday, November 18 at the St. Regis Hotel in New York. A conference call line and
webcast will be available to participants unable to attend the meeting in person.

Date: Tuesday, November 18

Time: 8:00 am Eastern

Location: St. Regis Hotel

20th Floor Ballroom

5th Ave. at 55th St.

New York, NY 10022

Dial-in Information: Dial-in: (612) 332-1025

Reference: SunEdison and TerraForm Power Announcement

Webcast link:

A live webcast of the call and presentation will be available on the events sections of
both companies’ websites. Please go to the websites at least 15 minutes prior to the
call to register, download and install any necessary audio software. An archived
recording of the call will be available on the events page of the investor sections of
SunEdison’s and TerraForm Power’s websites and at the telephone number below following
the call.

Links to the websites are: [] and [].

Digitized Replay: (800) 475-6701; From outside the U.S.: (320) 365-3844

Access Code: 344790

Digitized Replay: November 18, 2014 at 11:30 am Eastern Time to December 1, 2014 at
11:59 pm Eastern Time

About SunEdison

SunEdison is a global leader in transforming how energy is generated, distributed and
owned. SunEdison manufactures solar technology and develops, finances, installs and
operates distributed solar power plants, delivering predictably priced electricity and
services to its residential, commercial, government and utility customers. SunEdison
also provides 24/7 asset management, monitoring and reporting services for hundreds of
solar systems worldwide via the Company’s Renewable Operation Center (ROC). SunEdison
has offices in North America, Europe, Latin America, Africa and Asia. SunEdison’s common
stock is listed on the New York Stock Exchange under the symbol “SUNE.”

About TerraForm Power

TerraForm Power (NASDAQ : TERP) is a renewable energy leader that is changing how energy
is generated, distributed and owned. TerraForm Power creates value for its investors by
owning and operating renewable energy power plants. For more information about TerraForm
Power, please visit:

About First Wind

First Wind is an independent renewable energy company exclusively focused on the
development, financing, construction, ownership and operation of utility-scale renewable
energy projects in the United States. Based in Boston, First Wind is operating or
building renewable energy projects in the Northeast, the West and Hawaii, with combined
capacity of nearly 1,300 megawatts (MW) – enough to power more than 425,000 homes each
year. For more information on First Wind, please visit
[] or follow us on Twitter @FirstWind

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements are subject to certain risks, uncertainties and
assumptions, including the timing of the completion of the acquisition, and typically
can be identified by the use of words such as “expect,” “estimate,” “anticipate,”
“forecast,” “intend,” “project,” “target,” “plan,” “believe” and similar terms and
expressions. Forward-looking statements are based on current expectations and
assumptions. Although SunEdison and TerraForm Power believe that their expectations and
assumptions are reasonable, they can give no assurance that these expectations and
assumptions will prove to have been correct, and actual results may vary materially.
Factors that could cause actual results to differ materially from those set forth in the
forward-looking statements include, among others: the failure of counterparties to
fulfill their obligations under offtake agreements; price fluctuations, termination
provisions and buyout provisions in offtake agreements; delays or unexpected costs
during the completion of projects under development or construction; TerraForm Power,
Inc.’s ability to successfully identify, evaluate and consummate acquisitions from
SunEdison, Inc. or third parties, including the acquisition of the wind generating
projects from First Wind; government regulation; operating and financial restrictions
under agreements governing indebtedness; SunEdison and TerraForm Power’s ability to
borrow additional funds and access capital markets; SunEdison and TerraForm Power’s
ability to compete against traditional and renewable energy companies; and hazards
customary to the power production industry and power generation operations, such as
unusual weather conditions and outages. Furthermore, any dividends are subject to
available capital, market conditions and compliance with associated laws and

SunEdison and TerraForm Power undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or
otherwise. The foregoing review of factors that could cause SunEdison and TerraForm
Power’s actual results to differ materially from those contemplated in the
forward-looking statements included in this press release should be considered in
connection with information regarding risks and uncertainties that may affect SunEdison
and TerraForm Power’s future results included in SunEdison and TerraForm Power’s filings
with the Securities and Exchange Commission at [].

Cash Available for Distribution (CAFD)

CAFD is a supplemental non-GAAP measure of TerraForm Power’s ability to earn and
distribute cash to investors. This measurement is not recognized in accordance with GAAP
and should not be viewed as an alternative to GAAP measures of performance. A
reconciliation of CAFD to the most comparable GAAP measure can be found below.

Adjusted EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure which eliminates the impact
on net income of certain unusual or non-recurring items and other factors that we do not
consider indicative of future operating performance. This measurement is not recognized
in accordance with GAAP and should not be viewed as an alternative to GAAP measures of
performance, including net income. The presentation of Adjusted EBITDA should not be
construed as an inference that our future results will be unaffected by unusual or
non-recurring items.

Appendix Table A-1: Reg. G: TerraForm Power, Inc.

2015 Guidance for Estimated Cash Available for Distribution

Year Ending 2015

(In thousands) As of Nov. 5th

Operating Revenues $330,700

Operating Costs and Expenses:

Costs of operations 55,700

Depreciation, amortization and
accretion 107,500

General and administration (1) 17,200

Total operating costs and expenses 180,400

Operating income 150,300

Interest expense, net 91,100

Income before income tax expense 59,200

Income tax expense 23,000

Net income $36,200


Depreciation, amortization and
accretion 107,500

Interest expense, net 91,100

Income tax expense 23,000

Stock base compensation 10,500

Adjusted EBITDA (2) $268,300

Adjustments to reconcile net income
to net cash provided by operating

Net income $36,200

Depreciation, amortization and
accretion 107,500

Non-cash items 35,700

Changes in assets and liabilities 20,700

Other (600)

Net cash provided by operating
activities $199,400

Adjustments to reconcile net cash
provided by operating activities to
cash available for distribution:

Net cash provided by operating
activities $199,400

Changes in assets and liabilities (20,700)

Deposits into/withdraws from
restricted cash accounts 6,100

Cash distributions to non-
controlling interests (11,400)

Scheduled project-level and other
debt service and repayments (31,700)

Non-expansionary capital expenditures (500)

Contributions received pursuant to
the Interest Payment Agreement with
SunEdison (3) 15,600

Other (900)

Estimated cash available for
distribution $155,900

(1) Reflects all costs of doing business associated with the portfolio, including all
expenses paid by SunEdison in excess of the payments received under the Management
Services Agreement, and stock compensation expense.

(2) Adjusted EBITDA and cash available for distribution are non-GAAP measures. You
should not consider these measures as alternatives to net income (loss), determined in
accordance with GAAP, or net cash provided by operating activities, determined in
accordance with GAAP.

(3) Represents contributions received from SunEdison pursuant to the Interest Payment
Agreement. These contributions are recurring for three years beginning with the
origination of the Term Loan.

SunEdison, Inc.

CONTACT: TerraForm Power Contact Information: Media, Bruce Dunbar,
TerraForm Power,, +1 (646) 805-2033,
Investors/Analysts: Brett Prior, TerraForm Power,, +1
(650) 889-8628; SunEdison Contact Information: Media: Tory Carroll,
SunEdison,, +1 (619) 269-9518, Investors/Analysts:
R. Phelps Morris, SunEdison,, +1 (314) 770-7325