Important Step to Complete Brookfield Sponsorship Transaction
TerraForm Power Announces Court Approval of Settlement of Intercompany Claims with SunEdison
BETHESDA, Md., June 06, 2017 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP) (“TerraForm Power” or the “Company”), an owner and operator of clean energy power plants, today announced that the U.S. Bankruptcy Court for the Southern District of New York authorized and approved the entry by SunEdison, Inc. and its debtor subsidiaries (together “SunEdison”) into the previously announced settlement agreement and voting and support agreement with TerraForm Power, as well as the performance by SunEdison of its obligations under these agreements. This Bankruptcy Court approval is a condition to the completion of TerraForm Power’s sponsorship transaction with Brookfield. The terms of the settlement agreement, voting support agreement and Brookfield sponsorship transaction were previously announced on March 7, 2017 and copies of the settlement agreement, voting support agreement and merger and sponsorship transaction agreement with Brookfield and descriptions of their material terms are included in the Company’s Current Report on Form 8-K filed on March 7, 2017.
“Bankruptcy Court approval is a key condition to the closing of the sponsorship transaction with Brookfield,” said Peter Blackmore, Chairman and Interim Chief Executive Officer of TerraForm Power. “We look forward to completing the remaining conditions to the closing of the sponsorship transaction.”
The TerraForm Power Board of Directors previously approved the settlement agreement upon the recommendation of the Corporate Governance and Conflicts Committee, each member of which is independent and does not also serve on the Board of Directors of TerraForm Global, Inc.
The Brookfield sponsorship transaction is subject to certain closing conditions, including shareholder approval by the majority of Class A shareholders (excluding SunEdison, Brookfield, their respective affiliates and any persons with whom they comprise a “group” for securities law purposes), and regulatory approvals.
About TerraForm Power
TerraForm Power is a renewable energy company that is changing how energy is generated, distributed and owned. TerraForm Power creates value for its investors by owning and operating clean energy power plants. For more information about TerraForm Power, please visit: www.terraformpower.com.
Cautionary Note Regarding Forward-Looking Statements
This communication 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. 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,” “goal,” “guidance,” “outlook,” “objective,” “forecast,” “target,” “potential,” “continue,” “would,” “will,” “should,” “could,” or “may” or other comparable terms and phrases.
Such statements include, without limitation, statements regarding the terms, timing or likelihood of, or satisfaction of conditions to, the completion of the sponsorship transaction with Brookfield, the effectiveness of the settlement agreement upon the completion of the sponsorship transaction with Brookfield and SunEdison’s support of the sponsorship transaction with Brookfield. These forward-looking statements are based on current expectations as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: risks related to the effectiveness of the settlement agreement or the Company’s ability to satisfy the conditions to the completion of the sponsorship transaction with Brookfield in a timely manner or at all, including receipt of requisite governmental and shareholder approvals; risks related to other events or circumstances that may give rise to termination of the sponsorship transaction; risks related to retaining key personnel and diversion of management time from ongoing business operations; the risk that announcements related to the sponsorship transaction could have an adverse effect on the market price of TerraForm Power’s Class A common stock; as well as additional factors we have described in our filings with the Securities and Exchange Commission.
The risks included above are not exhaustive. Other factors that could adversely affect our business and prospects are described in the filings made by us with the Securities and Exchange Commission and include risks that are beyond the Company’s control. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Brett PriorTerraForm Powerinvestors@terraform.com
Meaghan Repko / Joseph SalaJoele Frank, Wilkinson Brimmer Katcher
TerraForm Power, Inc.