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SEC Filings

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

The following table presents the carrying amount and estimated fair value of our outstanding short-term and long-term debt obligations as of December 31, 2015:
 
 
As of December 31, 2015
As of December 31, 2014
(In thousands)
 
Carrying Amount
 
Fair Value
Carrying Amount
 
Fair Value
Liabilities:
 
 
 
 
 
 
 
Long-term debt, including current portion
 
$
1,295,761

 
$
1,125,124

$
524,111

 
$
524,111

The fair value of the Company's long-term debt, except the Senior Notes and Revolver, was determined using inputs classified as Level 2 and a discounted cash flow approach using market rates for similar debt instruments. The fair values of the Senior Notes and revolving credit facility are based on market price information of the notes which is classified as a Level 1 input. The Senior Notes are measured using available trades at the end of each respective fiscal year. Although the revolver is not publicly traded, the company determined it appropriate that the discount rate for the revolver be benchmarked to the discount rate of the Senior Notes under the assumption that the potential market participants of the revolver are similar to the principal market participants of the Senior Notes. As such, the fair value of the Senior Notes and the Revolver 80.25% of their face value as of December 31, 2015.
The Company determined that book value approximates fair value as of December 31, 2014 due to the variable rate nature of these obligations outstanding as of that date.

13. STOCKHOLDERS EQUITY
Authorized Capital Stock
On August 5, 2015, the Company amended and restated its certificate of incorporation to authorize: (i) 2,750,000,000 shares of Class A common stock, par value $0.01 per share; (ii) 200,000,000 shares of Class B common stock, par value $0.01 per share; (iii) 550,000,000 shares of Class B1 common stock, par value $0.01 per share; and (iv) 50,000,000 shares of preferred stock, par value $0.01 per share.
Each share of Class A common stock and Class B1 common stock entitles the stockholder to one vote with respect to each matter presented to the Company’s stockholders on which the holders of Class A common stock or Class B1 common stock, as applicable, are entitled to vote. Each share of Class B common stock entitles the stockholder to 100 votes on matters presented to the Company’s stockholders generally. Holders of shares of the Company’s Class A common stock, Class B common stock and Class B1 common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law. Holders of the Company’s Class B common stock and Class B1 common stock do not have any right to receive dividends. Shares of Class B common stock and Class B1 common stock can be redeemed at a price per share equal to par value upon the exchange of Class B Units of Global LLC for shares of the Company’s Class A common stock.
Initial Public Offering
On August 5, 2015, the Company completed its IPO by issuing 45,000,000 shares of its Class A common stock at a price of $15.00 per share (the “IPO Price”) for aggregate gross proceeds of $675.0 million. As of December 31, 2015, the Company owns 65.1% of Global LLC and consolidates the results of Global LLC through its controlling interest, with SunEdison’s 34.9% interest shown as non-controlling interests.
The Company received net proceeds of $619.1 million from the sale of this Class A common stock after deducting underwriting discounts, commissions, structuring fees, and offering expenses.
Private Placements
On May 6, 2015, Global LLC raised $175.0 million from the sale of its Class D units to certain private investors (the “May Private Placement”). On June 9, 2015, Global LLC raised an additional $335.0 million from the sale of its Class D units to certain additional private investors (the “June Private Placement” and, together with the May Private Placement, the “Units Private Placements”). The investors in the Units Private Placements received an aggregate 36,471,710 shares of the Company’s Class A common stock upon the closing of the IPO in exchange for the Class D units purchased in the Units Private Placements. On August 5, 2015, concurrently with the closing of the IPO, the Company sold 4,500,000 shares of its Class A common stock at a price per share equal to the IPO Price to certain private investors pursuant to a stock purchase agreement for gross proceeds


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