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SEC Filings

10-Q
TERRAFORM GLOBAL, INC. filed this Form 10-Q on 06/27/2017
Entire Document
 

Recurring Fair Value Measurements
The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying unaudited condensed consolidated balance sheets:
 
As of March 31, 2017
 
As of December 31, 2016
Assets (liabilities) in thousands
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Interest rate swaps
$

 
$
(4,430
)
 
$

 
$
(4,430
)
 
$

 
$
(2,305
)
 
$

 
$
(2,305
)
Foreign currency forward contracts
(22,111
)
 

 

 
(22,111
)
 
(13,299
)
 

 

 
(13,299
)
Cross currency swaps

 
31,341

 

 
31,341

 

 
41,752

 

 
41,752

Total
$
(22,111
)
 
$
26,911

 
$

 
$
4,800

 
$
(13,299
)
 
$
39,447

 
$

 
$
26,148

The Company uses a discounted valuation technique to determine the fair value of its derivative assets and liabilities. The primary inputs into the valuation of interest rate swaps, cross currency swaps and foreign currency contracts are forward interest rates, foreign currency exchange rates, and to a lesser degree, credit spreads. The Company’s interest rate swaps and cross currency swaps are considered Level 2, since all significant inputs are corroborated by market observable data. There were no transfers into or out of Level 1, Level 2 and Level 3 during the periods ended March 31, 2017 or December 31, 2016.
Fair Value of Long - Term Debt
The following table presents the carrying amount and estimated fair value of the Company's outstanding short-term and long-term debt obligations as of March 31, 2017 and December 31, 2016, respectively:

As of March 31, 2017
 
As of December 31, 2016
(In thousands)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Long-term debt, including current portion
$
1,109,840

 
$
1,253,771

 
$
1,104,420

 
$
1,209,863

The fair value of the Company’s long-term debt was determined using inputs classified as Level 2 and a discounted cash flow approach using market rates for similar debt instruments.

11. STOCKHOLDERS’ EQUITY    
Outstanding Equity Securities
As of March 31, 2017, the following shares of the Company were outstanding:
Class:
Number Outstanding
 
Holders
Class A common stock
112,848,950

 
*
Class B common stock
61,343,054

 
SunEdison
Class B1 common stock

 
Not Applicable
Preferred stock

 
Not Applicable
Total shares outstanding
174,192,004

 

*Common stockholders are comprised of: public stockholders (including Renova Energia, S.A., Vincent C. Smith, and Knighthead Capital Management, LLC), SunEdison, executive officers, management and employees.
Treasury Stock
As of March 31, 2017, the Company owned 264,621 treasury shares of Class A common stock. All of these treasury shares were acquired in exchange for the settlement of future tax obligations related to stock-based compensation arrangements.
Dividends
On February 29, 2016, the Company declared a quarterly dividend for the fourth quarter of 2015 on the Company's 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 since March 17, 2016. 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 $1.5 million as of March 31, 2017 was due to an adjustment of capital balances to reflect respective equity ownership percentages as of each balance sheet date.

12. 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 March 31, 2017, the Company had authorized 17,884,910 shares for awards under the Incentive Plan and 9,594,658 shares remained available for future grant under this plan.

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