TerraForm Power Operating, LLC Announces Completion of Consent Solicitation
12 August 2017 - 6:30AM
TerraForm Power, Inc. (Nasdaq:TERP) (the
“
Company”), an owner and operator of clean energy
power plants, today announced that its subsidiary TerraForm Power
Operating, LLC (“
TerraForm Power”) has
successfully completed the solicitation of consents (the
“
Consent Solicitation”) from holders of record as
of 5:00 p.m., New York City time, on August 1, 2017 (the
“
Record Date”) of its 5.875% Senior Notes due 2023
(the “
2023 Notes”) and its 6.125% Senior Notes due
2025 (the “
2025 Notes” and, together with the 2023
Notes, the “
Notes” and each, a “
series of
the Notes”) to obtain waivers (collectively, the
“
Waiver”) relating to certain Offer to Repurchase
Covenants (as defined below) under the indenture dated as of
January 28, 2015 (as supplemented, the “
January 2015
Indenture”) with respect to the 2023 Notes, and the
indenture dated as of July 17, 2015 (as supplemented, the
“
July 2015 Indenture” and, together with the
January 2015 Indenture, the “
Indentures”) with
respect to the 2025 Notes, in each case among TerraForm Power, as
issuer, the Guarantors party thereto and U.S. Bank National
Association as trustee (the “
Trustee”), and to
effectuate certain amendments to the Indentures (the
“
Amendments”).
The Consent Solicitation received broad support
from the holders of the respective Notes. As described in more
detail below, under the terms of the Waiver, TerraForm Power will
not be required to make an offer to repurchase the respective Notes
pursuant to the covenants set forth in Section 4.15 of the January
2015 Indenture and Section 4.09 of the July 2015 Indenture (the
“Offer to Repurchase Covenants”) with respect to
any Change of Control (as defined in the Indentures) that may occur
as a result of the transactions (collectively, the
“Brookfield Sponsorship Transaction”) contemplated
by the Merger and Sponsorship Transaction Agreement, dated as of
March 6, 2017, by and among the Company, Orion US Holdings 1 L.P.
and BRE TERP Holdings Inc., as may be amended, supplemented or
modified from time to time (the “Merger
Agreement”), and the Ancillary Agreements (as defined in
the Merger Agreement).
The Consent Solicitation expired at 5:00 p.m.,
New York City time, on Thursday, August 10, 2017, by which time
TerraForm Power received validly delivered and unrevoked consents
from the Holders (as defined in the Consent Solicitation Statement
of TerraForm Power dated August 2, 2017) of a majority in aggregate
principal amount of each series of the Notes outstanding as of the
Record Date (with respect to the respective series of the Notes,
the “Consenting Holders”), as reported by Global
Bondholder Services Corporation, the Tabulation Agent. TerraForm
Power paid, through the Tabulation Agent, to each Consenting Holder
of the respective series of the Notes a consent fee (the
“Consent Fee”) of $1.25 for each $1,000 principal
amount of such series of the Notes for which such Holder delivered
its consent. The Waiver became effective simultaneously upon the
payment by TerraForm Power of the Consent Fee. The Waiver
Effectiveness Date for purposes of the Consent Solicitation is
12:00 p.m., New York City time, on Friday, August 11, 2017.
In addition to the Waiver, TerraForm Power also
received consents to effect, on the closing date of the Brookfield
Sponsorship Transaction, certain Amendments, conditioned upon the
occurrence of the Effective Time (in each case as used herein, as
defined in the Merger Agreement). The Amendments would amend the
definition of “Permitted Holder” under the Indentures (which is, in
turn, referred to in the definition of “Change of Control” under
the Indentures) to replace the references to “the Sponsor” therein
with “Brookfield Asset Management Inc. (or its successors and
assigns).” Subject to the occurrence of the Effective Time,
TerraForm Power will be obligated to effect the Amendments with
respect to each series of the Notes and pay each Consenting Holder
of such series of the Notes a success fee (the “Success
Fee”) of $1.25 for each $1,000 principal amount of each
series of the Notes for which such Consenting Holder delivered its
consent. In the event the Brookfield Sponsorship Transaction is not
completed for any reason, TerraForm Power will be under no
obligation to effect the Amendments or pay the Success Fee.
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.
Contacts:
Investors:
Brett Prior
TerraForm Power
investors@terraform.com
Media:
Meaghan Repko / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
media@terraform.com
(212) 355-4449
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