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SEC Filings

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

SunEdison may receive Class B1 units and Class B1 common stock in connection with a reset of the incentive distribution right (“IDR”) target distribution levels or sales of power plants to Global LLC.
(2) The economic interest of holders of Class A units, Class B units and, in turn, holders of shares of Class A common stock, is subject to the right of holders of the IDRs to receive a portion of distributions after certain distribution thresholds are met.
(3) IDRs represent a variable interest in distributions by Global LLC and therefore cannot be expressed as a fixed percentage interest. All of our IDRs are currently issued to SunEdison Holdings Corporation, which is a wholly owned subsidiary of SunEdison, or its wholly owned subsidiary. In the event of a reset of the target distribution levels, holders of IDRs will be entitled to receive newly-issued Class B1 units of Global LLC and shares of our Class B1 common stock.
(4) Represents total borrowing capacity as of December 20, 2016, with availability of $350.0 million, subject to certain restrictions described in further detail in Item 1. Our Business - Revolving Credit Facility and Senior Notes due 2022.
Our Business Strategy
Our primary business strategy is to own and operate a portfolio of renewable energy power plants and to pay cash dividends to our stockholders. We also intend to grow our portfolio over time through acquisitions in order to increase the cash dividends we pay to our stockholders.
We have acquired a portfolio of long-term contracted clean power plants from SunEdison and unaffiliated third parties that have proven technologies, creditworthy counterparties, low operating risks and stable cash flows. We have focused on the solar and wind energy segments because we believe they are currently the fastest growing segments of the clean power generation industry globally. Solar and wind assets are also attractive because there is no associated fuel cost risk, the technologies have become highly reliable and assets have an expected life which can exceed 30 years. From time to time, we may selectively choose to acquire renewable energy projects before they have reached commercial operation if we believe there is greater value to the Company’s stockholders by owning the asset prior to commercial operation and if we believe that any risks to achieving commercial operation have been sufficiently mitigated.
On April 21, 2016, SunEdison and certain of its domestic and international subsidiaries voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code. As a result of the SunEdison Bankruptcy, current limitations on our ability to access the capital markets for our debt and equity securities, and other risks that we face, we have adjusted our focus to executing on our near term plans and priorities. These near term business objectives include:
focusing on the performance and efficiency of our existing portfolio of power plants;
mitigating, to the extent possible, the adverse impacts resulting from the SunEdison Bankruptcy, including ensuring the continuity of operation, maintenance and asset management of our power plants and seeking proposals, and engaging operation and maintenance (“O&M”) and asset management services, from third party providers to replace SunEdison and its affiliates;
working with our project level lenders to cure, or obtain waivers or forbearance of, defaults that have arisen under certain of our project level debt financings as a result of the SunEdison Bankruptcy and delays in delivering project level audited financials;
resolving the pending commitment to acquire three operating power plants from BioTherm (as defined below); and
seeking to optimize our portfolio and capital structure by financing or refinancing certain power plants and/or exiting certain markets or selling certain assets if we believe the opportunity would improve stockholder value.
While we remain focused on executing our near-term objectives, we also continue to pursue our long-term business strategy, which is to own, operate and grow our portfolio with assets that have proven technologies, creditworthy counterparties, low operating risks and stable cash flows in emerging markets with favorable investment attributes. In addition, in connection with this long-term strategy and the SunEdison Bankruptcy, the Board of Directors of the Company (the “Board”) has initiated a process to explore and evaluate potential strategic alternatives to maximize stockholder value, which may include a merger or sale of our entire business or other business combination or sponsorship arrangement.


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