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SEC Filings

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

of $67.5 million (the “Concurrent Private Placement” and, together with the Units Private Placements, the “Private Placements”). The net proceeds received from the Private Placements were approximately $549.1 million, after deducting for fees and expenses.
Outstanding Equity Securities
As of December 31, 2015, the following shares of the Company were outstanding:
Class:
 
Number Outstanding
 
Stockholder(s)
Class A common stock
 
114,630,318

 
*
Class B common stock
 
61,343,054

 
SunEdison
Class B1 common stock
 

 
Not Applicable
Preferred stock
 

 
Not Applicable
Total shares outstanding
 
175,973,372

 

*Common stockholders are comprised of: public stockholders, Renova Energia SA, BTSA Netherlands Cooperatie UA, SunEdison, executive officers, management and employees.
Treasury Stock
As of December 31, 2015, the Company owned 5,244 treasury shares of Class A common stock. All of these treasury shares were acquired in exchange for the settlement of a future tax obligation related to stock-based compensation arrangements.
Dividends
On November 10, 2015, the Company declared a quarterly dividend for the third quarter of 2015 on the Company’s Class A common stock of $0.1704 per share, or $1.10 per share on an annualized basis, prorated to adjust for a partial quarter as the Company completed its IPO of shares on August 5, 2015. The dividend was paid on December 15, 2015 to stockholders of record as of December 1, 2015.
Noncontrolling Interest in Power Plants
Establishment of noncontrolling interest in power plants is the allocation of Net SunEdison Investment to noncontrolling interest at the IPO date. Amounts allocated to noncontrolling interest are based on the equity ownership percentages at the IPO date and include allocation of net income or loss through that date.
Equity Reallocation
Equity reallocation of $124.4 million as of December 31, 2015 is due to an adjustment of capital balances to reflect respective equity ownership percentages as of each balance sheet date.
Subsequent Event
On February 29, 2016, the Company declared a quarterly dividend for the fourth quarter of 2015 on the Company’s Class A common stock of $0.275 per share, or $1.10 per share on an annualized basis. The dividend was paid on March 17, 2016 to stockholders of record as of March 10, 2016. The Company has not declared or paid a dividend for the first, second, or third quarter of 2016. As a result of the SunEdison Bankruptcy, the limitations on our ability to access the capital markets for our corporate debt and equity securities, and other risks that we face as detailed in within this Form 10-K, we believe it is prudent to defer any decisions on paying dividends to our stockholders for the time being.
14. STOCK-BASED COMPENSATION
The TerraForm Global, Inc. 2014 Long-Term Incentive Plan (the “Incentive Plan”) provides for the award of incentive and non-qualified stock options, stock appreciation rights, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to employees and non-employee directors, including employees and non-employee directors of SunEdison and its affiliates. The maximum contractual term of an award is 10 years from the date of grant. Shares issued under the plan may be authorized and unissued shares or treasury shares. As of December 31, 2015, the Company had authorized 17,884,910 shares for awards under the Incentive Plan and 7,251,807 shares remained available for future grant under this plan.


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