TerraForm Power Announces Proposed $800 Million Offering of Senior Notes

BETHESDA, Md., Jan. 16, 2015 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power") today announced that its wholly-owned indirect subsidiary, TerraForm Power Operating, LLC (the "Issuer"), intends to offer, in a private transaction, up to $800 million aggregate principal amount of senior notes due 2023 (the "Notes"), subject to market conditions and other factors. 

The Notes will be senior obligations of the Issuer and will be guaranteed by the Issuer's direct parent, TerraForm Power, LLC, and each of the Issuer's existing and future subsidiaries that guarantee its senior secured credit facility, subject to certain exceptions. TerraForm Power will not guarantee the Notes.

The Issuer intends to use the net proceeds from the offering to fund a portion of the previously announced acquisition of certain power generation assets from First Wind and to refinance existing indebtedness of the Issuer.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum to qualified institutional buyers under Rule 144A and to persons outside of the United States under Regulation S under the Securities Act of 1933, as amended (the "Securities Act").

The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Forward-Looking Statements

This communication contains forward-looking statements, including, but not limited to, statements regarding the completion and timing of the offering, the Issuer's planned use of any proceeds from the offering and TerraForm Power's ability to close the First Wind acquisition. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as "will," "expect," "estimate," "anticipate," "forecast," "plan," "believe," and similar terms. Although TerraForm Power believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets. Any forward looking information presented herein is made only as of the date of this press release, and TerraForm Power does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

CONTACT: Media:
         Bruce Dunbarbruce.dunbar@finsbury.com
         +1 (646) 805-2070

         Investors/Analysts:
         Brett PriorTerraForm Powerbprior@terraform.com
         +1 (650) 889-8628