Delayed Filing of First Quarter 2017 10-Q
The Company has not yet filed its Form 10-Q for the quarter ended March 31, 2017. On May 11, 2017, the Company filed a Form 12b-25, Notification of Late Filing, with the SEC regarding the Company's delayed Form 10-Q for the quarter ended March 31, 2016. The Company continues to work to complete, as soon as practicable, all steps and tasks necessary to finalize the Company's financial statements and other disclosures required to be included in its periodic filings with the SEC. There can be no assurance that the Company's future periodic reports will not be delayed for similar reasons. Continued delays in the filing of the Company's periodic reports with the SEC could have a material adverse effect on the Company.
See Note 4 - Acquisitions for a description of subsequent events regarding the transfer of the balance of equity in certain power plants in India and the pending BioTherm acquisition.
See Note 10 - Long-Term Debt for a description of the Event of Default of SunEdison as it relates to Long-Term Debt.
See Note 19 - Related Parties for a description of the SunEdison Bankruptcy and a description of its potential impact on the Company.
Transition to Stand-alone Operations
The Company is transitioning away from its historical reliance on SunEdison for management, corporate and accounting services, employees, critical systems and information technology infrastructure, and the operation, maintenance and asset management of the Company's power plants. As part of this transition, as of January 1, 2017, substantially all employees at both the corporate and project levels who were previously employed by SunEdison were hired directly by the Company. As such, the Company no longer relies upon SunEdison for personnel to manage and operate its business or its power plants. The Company continues to execute on the other aspects of its plan to implement a stand-alone organization.
Entry into a Definitive Merger Agreement with Brookfield Asset Management Inc.
On March 6, 2017, TerraForm Global, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orion US Holdings 1 L.P. (“Parent”), a Delaware limited partnership and an affiliate of Brookfield Asset Management Inc. (“Brookfield”), and BRE GLBL Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into TerraForm Global, Inc. (the “Merger”), with TerraForm Global, Inc. surviving as a wholly owned subsidiary of Parent.
The proposed Merger was approved by the Board, following the recommendation of the Corporate Governance and Conflicts Committee of the Board (the “Conflicts Committee”). Completion of the Merger is expected to occur, subject to satisfaction of closing conditions, in the second half of 2017.
As a result of the Merger, each share of Class A common stock of TerraForm Global, Inc., par value $0.01 per share (the “Class A Shares”), issued and outstanding immediately prior to the effective time of the Merger (other than Class A Shares that are (i) owned by TerraForm Global, Inc., Parent or any of their direct or indirect wholly owned subsidiaries and not held on behalf of third parties, (ii) owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law or (iii) held by any direct or indirect wholly owned subsidiary of the Company that is taxable as a corporation (the foregoing clauses (i) - (iii), collectively, the “Excluded Shares”)), will be converted into the right to receive per share Merger consideration equal to $5.10 per Class A Share in cash, without interest.
Concurrently with the execution and delivery of the Merger Agreement, SunEdison and certain of its affiliates executed and delivered a voting and support agreement with Brookfield and TerraForm Global, Inc. (the “Voting and Support Agreement”) pursuant to which SunEdison agreed to vote or cause to be voted any shares of common stock of TerraForm Global, Inc. held by it or any of its controlled affiliates in favor of the Merger and to take certain other actions to support the consummation of the Merger and the other transactions contemplated by the Merger Agreement. The Voting and Support
Agreement was approved by the bankruptcy court overseeing the SunEdison Bankruptcy on June 7, 2017.