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SEC Filings

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

Outstanding Equity Securities
As of December 31, 2016, the following shares of the Company were outstanding:
Class:
 
Number Outstanding
 
Stockholder(s)
Class A common stock
 
113,253,681

 
*
Class B common stock
 
61,343,054

 
SunEdison
Class B1 common stock
 

 
Not Applicable
Preferred stock
 

 
Not Applicable
Total shares outstanding
 
174,596,735

 

*Common stockholders are comprised of public stockholders, SunEdison, executive officers, management and employees.
Treasury Stock
As of December 31, 2016, the Company owned 258,548 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 February 29, 2016, the Company declared a dividend for the fourth quarter of 2015 on its Class A common stock of $0.275 per share. 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, third or fourth quarter of 2016. Prior to the execution of the Merger Agreement, as a result of the SunEdison Bankruptcy, the limitations on the Company's ability to access the capital markets for its corporate debt and equity securities, and other risks that the Company faces as detailed in this Annual Report on Form 10-K, the Company believed it was prudent to defer any decisions on paying dividends to its stockholders. Under the Merger Agreement, the Company is restricted from declaring or paying dividends prior to the consummation of the Brookfield Transaction.
Equity Reallocation
Equity reallocation of $28.9 million as of December 31, 2016 is due to an adjustment of capital balances to reflect respective equity ownership percentages as of each balance sheet date.
15. 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, 2016, the Company had authorized 17,884,910 shares for awards under the Incentive Plan and 9,175,306 shares remained available for future grant under this plan.
Stock-based compensation expense is recorded as a component of general and administrative expense in the Company’s consolidated statements of operations and totaled $3.6 million and $1.6 million for the years ended December 31, 2016 and 2015, respectively. No stock-based compensation expense was recognized during the year ended December 31, 2014.
Employee benefit related costs, including stock-based compensation costs related to equity awards in the stock of SunEdison and its consolidated subsidiaries, of SunEdison employees who provide services to the Company are allocated to the Company based on the relative percentage of their time that the employee spends providing service to the Company. The amount of stock-based compensation expense related to equity awards in the stock of SunEdison and its consolidated subsidiaries which has been allocated to the Company was $2.7 million and $1.5 million for the years ended December 31, 2016 and 2015, respectively, and is reflected in the consolidated statements of operations within general and administrative - affiliate costs and has been treated as an equity contribution from SunEdison on the consolidated statements of stockholders' equity. Similarly, stock-based compensation costs related to equity awards to SunEdison employees in the Company’s stock are allocated to SunEdison based on the relative percentage of their time that the employee spends providing service to SunEdison. The amount of stock-based compensation expense related to equity awards in the Company's stock which has been allocated to SunEdison was $2.7 million and $0.3 million for the years ended December 31, 2016 and 2015, respectively, and is recognized as a distribution to SunEdison on the consolidated statements of stockholders' equity with no impact to the Company’s


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