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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 03/15/2019
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Issuance of Shares upon Final Resolution of Chamblee Class Action

On August 3, 2018, pursuant to the Merger Agreement, the Company issued 80,084 shares of Class A common stock to Orion Holdings in connection with the net losses incurred as a result of the final resolution of a securities class action under federal securities laws (the “Chamblee Class Action”). The net losses for the Chamblee Class Action include the $1.1 million contributed by the Company to the settlement but do not include the $13.6 million contributed by the Company’s insurers and certain attorneys’ fees that TerraForm Global reimbursed to the Company pursuant to the insurance allocation arrangements entered into with the Company in 2017.

Dividends

The following table presents cash dividends declared and/or paid on Class A common stock during the years ended December 31, 2018 and 2017. The Company did not declare or pay any dividends during the year ended December 31, 2016.
 
Type
 
Dividends per Share
 
Declaration Date
 
Record Date
 
Payment Date
2018:
 
 
 
 
 
 
 
 
 
First Quarter
Ordinary
 
$
0.19

 
February 6, 2018
 
February 28, 2018
 
March 30, 2018
Second Quarter
Ordinary
 
0.19

 
April 30, 2018
 
June 1, 2018
 
June 15, 2018
Third Quarter
Ordinary
 
0.19

 
August 13, 2018
 
September 1, 2018
 
September 15, 2018
Fourth Quarter
Ordinary
 
0.19

 
November 8, 2018
 
December 3, 2018
 
December 17, 2018
2017:
 
 
 
 
 
 
 
 
 
Fourth Quarter
Special1
 
1.94

 
October 6, 2017
 
October 16, 2017
 
October 17, 2017
———
(1)
On October 6, 2017, the Board declared the payment of a special cash dividend (the “Special Dividend”) to holders of record immediately prior to the effective time of the Merger in the amount of $1.94 per fully diluted share, which included the Company’s issued and outstanding Class A shares, Class A shares issued to SunEdison pursuant to the Settlement Agreement (more fully described above) and Class A shares underlying outstanding RSUs of the Company under the 2014 LTIP.

Share Repurchase Program

On July 31, 2018, the Board of Directors of the Company authorized a program to repurchase up to 5% of the Company’s Class A common stock outstanding as of July 31, 2018, through July 31, 2019. The timing and the amount of any repurchases of common stock will be determined by the Company’s management based on its evaluation of market conditions and other factors. Repurchases of common stock may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws, open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 under the Exchange Act. The program may be suspended or discontinued at any time and does not obligate the Company to purchase any minimum number of shares. Any repurchased common stock will be held by the Company as treasury shares. The Company expects to fund any repurchases from available liquidity.

As of December 31, 2018, no shares were repurchased under the program.
    


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