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SEC Filings

10-K
TERRAFORM GLOBAL, INC. filed this Form 10-K on 12/21/2016
Entire Document
 

5. DEPOSITS FOR ACQUISITIONS
Deposits for acquisitions consists of:
 
As of December 31,
(In thousands)
2015
India PSA payment to SunEdison
$
231,000

BioTherm payment
51,101

Total deposits for acquisitions
282,101

Less provision for contingent loss
(231,000
)
Total deposits for acquisitions, net
$
51,101

As of the year ended December 31, 2014, there were not deposits for acquisitions.
425 MW India Projects
On November 20, 2015, the Company and SunEdison Holdings Corporation entered into an Equity Interest Purchase and Sale Agreement pursuant to which the Company agreed to acquire from SunEdison Holdings Corporation a portfolio of 17 solar energy projects in India with an aggregate nameplate capacity of 425 MW ("The 425 MW India Projects'). This agreement was subsequently amended and restated on December 1, 2015. Pursuant to the Amended and Restated Equity Interest Purchase and Sale Agreement (the “India PSA”), the Company paid $231.0 million in cash to SunEdison Holdings Corporation in exchange for the 425 MW India Projects, which projects would be transferred to the Company upon satisfaction of certain conditions precedent.
During 2016, and beginning prior to the SunEdison Bankruptcy, the Company became aware that there was substantial risk that the 425 MW India Projects would not be completed and transferred to the Company in accordance with the India PSA.
In April 2016, the Company filed a verified complaint against SunEdison, SunEdison Holdings Corporation, Ahmad Chatila, Martin Truong and Brian Wuebbels in the Court of Chancery in the State of Delaware (see Note 17 - Commitments and Contingencies). The complaint asserts claims for breach of fiduciary duty, breach of contract and unjust enrichment relating to the failure by SunEdison to transfer the equity interests in the 425 MW India Projects for which the Company paid $231.0 million in the fourth quarter of 2015. The complaint seeks various forms of relief, including a constructive trust upon the equity interests of SunEdison in the 425 MW India Projects, money damages from the defendants, restoration of the $231.0 million to the Company and such other relief as the court may deem just and proper. The claims against SunEdison have been stayed as a result of the SunEdison Bankruptcy. The individual defendants filed an answer to the complaint on June 30, 2016.
The $231.0 million paid by the Company in accordance with the India PSA is reported as a deposit as of December 31, 2015. As of year end, the Company determined that the deposit for acquisition of the 425 MW India Projects was not realizable and as such, recorded a provision for contingent loss of the full $231.0 million in the consolidated balance sheet as of December 31, 2015. The Company also recorded a corresponding charge in the consolidated statement of operations for the year ended December 31, 2015.

As previously described, the Third Party Sale Transaction is being conducted in connection with SunEdison’s bankruptcy process and includes the 425 MW India portfolio.
BioTherm
As of December 31, 2015, the Company had paid $65.6 million in cash for the interests in the solar power plants Aries and Konkoonsies and the wind power plant Klipheuwel, as well as certain additional rights. In addition to the cash consideration, the Company provided 544,055 shares of its Class A common stock, for total consideration of $71.4 million. Cash paid to the escrow account of $20.3 million is reported as non-current restricted cash in the Company’s consolidated balance sheet. The remaining payment of $51.1 million in cash and stock is reflected as a deposit for acquisitions in the Company’s consolidated balance sheet as of December 31, 2015. The completion of the BioTherm transaction remains subject to obtaining consents from the project lenders and is expected to occur in the first quarter of 2017. See Note 3 - Acquisitions for additional details related to this acquisition. In accordance with the funding arrangements, during the first and third quarters of 2016, the Company received $2.3 million and $1.7 million, respectively, from the escrow account with respect to the solar power plants Aries and Konkoonsies, which reduced the purchase price of the BioTherm transaction. Also in accordance with the funding arrangements, in the first and fourth quarter of 2016, the Company received $1.4 million and $1.1 million, respectively, from BioTherm with respect to the Klipheuwel wind power plant.


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