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SEC Filings

10-K
TERRAFORM GLOBAL, INC. filed this Form 10-K on 06/15/2017
Entire Document
 

(d)
As set forth in a Schedule 13G filed by Mr. Smith with the SEC on May 6, 2016. According to the filing, Mr. Smith is the sole beneficial owner of 7,000,979 shares of Class A common stock. The business address for Mr. Smith is 2560 East Chapman Avenue #173, Orange, CA 92869.
(e)
As set forth in a Schedule 13D/A filed by Knighthead Capital Management, LLC with the SEC on January 27, 2017. According to the filing each of the Reporting Persons may be deemed to be the beneficial owner of 8,157,500 shares of Class A common stock held for the accounts of the Knighthead Funds. The business address for Knighthead Capital Management, LLC is 1140 Avenue of the Americas, 12th Floor, New York, NY 10036.

Arrangements Affecting Change in Control of the Company
SunEdison has pledged, in the aggregate, 100% of the shares of Class A common stock, Class B common stock and Class B units in Global LLC that it owns to its lenders as security under (i) a Margin Loan Agreement with the lenders party thereto and Deutsche Bank AG, London Branch, as the administrative agent and the calculation agent thereunder (the “Margin Loan Agreement”), (ii) the 3.75% Guaranteed Exchangeable Senior Secured Notes due 2020 issued pursuant to an Indenture, dated January 29, 2015 (the “Exchangeable Note Indenture”), and (iii) under its credit facility with Wells Fargo Bank, National Association, as administrative agent, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as joint lead arrangers and joint syndication agents, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC and Macquarie Capital (USA) Inc., as joint bookrunners, and the lenders identified in the credit agreement (the “Credit Facility”). If SunEdison breaches certain covenants and obligations in the Margin Loan Agreement, the Exchangeable Note Indenture or the Credit Facility, an event of default could result and the lenders could exercise their right to accelerate all the debt under the Margin Loan Agreement, the Exchangeable Note Indenture or the Credit Facility, as applicable, and foreclose on the pledged shares (and a corresponding number of Class B units). SunEdison has pledged, in the aggregate, 100% of the shares of Class A common stock, Class B common stock and Class B units in Global LLC that it owns as collateral under its DIP financing and its first and second lien credit facilities and second lien secured notes. An event of default under these facilities could result in the lenders exercising their right to foreclose on the pledged shares (and a corresponding number of Class B units).
Because SunEdison owns a majority of the combined voting power of our common stock, the occurrence of an event of default, foreclosure, and a subsequent sale of all, or substantially all, of the shares of Class A common stock, Class B common stock and Class B units in Global LLC received upon foreclosure of any pledged securities could result in a change of control. SunEdison, through its wholly-owned subsidiary, SunEdison Holdings Corporation, owns 2,000,000 shares of Class A common stock, 61,343,054 shares of Class B common stock and 61,343,054 Class B units of Global LLC, which are exchangeable (together with shares of our Class B common stock) for shares of our Class A common stock.
See Item 1. Business - Recent Developments-SunEdison Bankruptcy, Item 1A. Risk Factors - Risks Related to our Relationship with SunEdison and the SunEdison Bankruptcy and other disclosures in this Annual Report on Form 10-K for additional information relating to the SunEdison Bankruptcy. See Item 1. Business - Recent Developments-Entry into a Definitive Merger Agreement with Brookfield Asset Management Inc., Item 1A. Risk Factors - Risks Related to a Failure to Complete the Brookfield Transaction and other disclosures in this Annual Report on Form 10-K for additional information relating to the Brookfield Transaction.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information with respect to all of our equity compensation plans as of December 31, 2016:
 
Number of Securities to be Issued Upon
Weighted-Average Exercise Price of
Number of Securities Remaining Available for Future Issuance under
 
Exercise of Outstanding Options, Warrants and Rights
Outstanding Options, Warrants and Rights
Equity Compensation Plans (Excluding Securities Reflected in Column
 
(a)
(b)
(c)
Equity compensation plans approved by security holders
10,620,603
N/A
7,251,807

Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
10,620,603
N/A
7,251,807

(a) Number of shares subject to adjustment for changes in capitalization for stock splits, stock dividends and similar events.
(b) Shares underlying restricted stock units and performance-based restricted stock awards are deliverable without payment of consideration by recipient.


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