Print Page  |  Close Window

SEC Filings

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

(1) Both SunEdison, Inc. and SunEdison Holdings Corporation are debtors in the SunEdison Bankruptcy. SunEdison’s economic interest is subject to certain limitations on distributions to holders of Class B units during the Subordination Period and the Distribution Forbearance Period (as described in Item 15. Note 19 - Related Parties).
(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, Inc.

Our Business
Our primary business is to own and operate a portfolio of renewable energy power plants and to pay cash dividends 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 (the “SunEdison Bankruptcy”). In anticipation of and in response to SunEdison’s financial and operating difficulties, which culminated in the SunEdison Bankruptcy, at the direction of the Board of Directors of the Company (the “Board”), the Company has undertaken, and continues to undertake, a number of strategic initiatives to mitigate the adverse impacts of the SunEdison Bankruptcy on the Company. Focusing on governance, operations and business performance initiatives deemed especially critical because SunEdison provided all personnel and services to the Company (other than those operational services provided by third parties), these initiatives have included, among other things, developing continuity plans, establishing stand-alone information technology, accounting and other critical systems and infrastructure, directly hiring employees, and developing the ability to provide (or engaging third parties to provide) O&M and asset management services for the Company's wind and solar power plants.
As part of this overall strategic review process, the Company also initiated a process for the exploration and evaluation of potential strategic alternatives, including potential transactions to secure a new sponsor or sell the Company. As discussed under Item 1. Business - Recent Developments - Entry into a Material Definitive Agreement with Brookfield Asset Management Inc. below, this process resulted in the announcement by the Company on March 6, 2017, that the Company had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with affiliates of Brookfield Asset Management Inc. (“Brookfield”) pursuant to which a controlled subsidiary of Brookfield would acquire 100% of the outstanding equity interests in the Company (the “Brookfield Transaction”). If the Brookfield Transaction is consummated, each issued and outstanding share of our Class A common stock (with certain exceptions) will be converted into the right to receive the per share cash merger consideration, we will no longer have public stockholders and our Class A common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise noted, the disclosures in this Annual Report on Form 10-K for the fiscal year ended December 31, 2016 discuss our business and operations without considering the impact and consequences of the Brookfield Transaction and reflect the business strategy we expect to pursue in the event the Brookfield Transaction is not consummated.



7