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SEC Filings

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

On December 1, 2016, the Board appointed Mr. Lerdal and Mr. Boyle to the Conflicts Committee, effective immediately. Additionally, on December 1, 2016, the members of the LLC Conflicts Committee (as defined below) appointed Mr. Boyle and Mr. Lerdal as additional members of the LLC Conflicts Committee.

On January 4, 2017, SunEdison Holdings Corporation, a wholly-owned subsidiary of SunEdison, Inc., exercised its right to designate Mr. David J. Mack to the Board effective immediately.

On January 10, 2017, the Board appointed Mr. Boyle to serve as a member of the Audit Committee of the Board. Following Mr. Boyle’s appointment, the Audit Committee consists of four members, Messrs. Hanif Dahya, Christopher Compton, Stark and Boyle.

On January 13, 2017, the Board appointed Mr. Mack to the Conflicts Committee, effective immediately upon the resignation of Messrs. Compton, Dahya and Stark from the Conflicts Committee. Messrs. Compton, Dahya and Stark resigned from the Conflicts Committee on January 13, 2017. As a result of these changes, the Conflicts Committee consists of three members, Messrs. Lerdal, Boyle and Mack. Mr. Boyle serves as the Chairman of the Conflicts Committee.

Additionally, on January 13, 2017, the members of the LLC Conflicts Committee appointed Mr. Mack to the LLC Conflicts Committee, effective immediately upon the resignation of Messrs. Compton, Dahya and Stark from the LLC Conflicts Committee. Messrs. Compton, Dahya and Stark resigned from the LLC Conflicts Committee on January 13, 2017. As a result of these changes, the LLC Conflicts Committee consists of three members, Messrs. Lerdal, Boyle and Mack.

On January 25, 2017, the Board voted to elect Mr. Alan B. Miller to be a member of the Board effective immediately.

Additionally, on January 25, 2017, Mr. David Springer resigned from his position as a director of the Board. The resignation was contingent upon, and effective immediately prior to, the election of Mr. Alan B. Miller as a director of the Board.

Factors that Significantly Affect our Results of Operations and Business
We expect that the following factors may significantly affect the Company’s results of operations and business:
Entry into a Definitive Merger Agreement with Brookfield Asset Management Inc.
On September 19, 2016, we announced that, at the recommendation of the Corporate Governance and Conflicts Committee of the Board (the “Conflicts Committee”), our Board initiated a process to explore and evaluate potential strategic alternatives to maximize stockholder value, including a merger or sale of our entire business. As discussed in “Business,” “Risk Factors” and this and other sections of this Annual Report on Form 10-K, this process resulted in the announcement by the Company that on March 6, 2017, TerraForm Global, Inc. entered into the Merger Agreement with Orion US Holdings 1 L.P. (“Parent”), a Delaware limited partnership and an affiliate of 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 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


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