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SEC Filings

10-Q
TERRAFORM GLOBAL, INC. filed this Form 10-Q on 11/08/2017
Entire Document
 

$32.0 million from the D&O Insurance; and (iii) for a specified period of time, SunEdison, its independent directors, the Company and TerraForm Power, Inc. will not assert certain payment priority provisions of the D&O Insurance. On June 29, 2017, the bankruptcy court overseeing the SunEdison Bankruptcy entered an order approving the First D&O Insurance Allocation Agreement.
On August 31, 2017, the Company, TerraForm Power, Inc., SunEdison and certain of their respective current and former directors and officers entered into a second agreement related to the D&O Insurance (the “Second D&O Insurance Allocation Agreement”). Among other things, the Second D&O Insurance Allocation Agreement provides: (i) no party to the Second D&O Insurance Allocation Agreement would object to the settlement of the lawsuit captioned Chamblee v. TerraForm Power, Inc., (the “Chamblee Litigation”), with the use of $13.625 million of the D&O Insurance; (ii) no party to the Second D&O Insurance Allocation Agreement would object to the settlement of the derivative action on behalf of the Company captioned Aldridge v. Blackmore, et al., No. 12196-CB (Del. Ch.), which relates to the authorization of the advancement of $231.0 million to SunEdison for projects in India, with the use of $20.0 million of the D&O Insurance; (iii) the Company would have the full and exclusive right to an additional $20.0 million of the remaining limit of the D&O Insurance for use in its sole discretion; (iv) the Company and TerraForm Power, Inc. would also have access to an additional aggregate D&O Insurance payment of $435,000 for defense costs; (v) SunEdison’s current and former directors and officers would have the full and exclusive rights to the remaining limits of the D&O Insurance; and (vi) all parties to the Second D&O Insurance Allocation Agreement waived any right they might otherwise have under the D&O Insurance to request or instruct the insurers to defer or stop any insurance payments to which the Company is entitled under the Second D&O Insurance Allocation Agreement. On October 3, 2017, the bankruptcy court overseeing the SunEdison Bankruptcy entered an order approving the Second D&O Insurance Allocation Agreement. In connection with the Second D&O Insurance Allocation Agreement, the Company and TerraForm Power, Inc. entered into an agreement pursuant to which the Company agreed to indemnify and reimburse TerraForm Power, Inc. for certain costs, fees and expenses related to TerraForm Power, Inc.’s defense or settlement of the Chamblee Litigation that are not covered by the D&O Insurance.

Arrangements with TerraForm Power
In January 2017, the Company entered into a Use and Occupancy Agreement with TerraForm Power, pursuant to which TerraForm Power granted to the Company a license to use the office space in Bethesda, Maryland that is leased by TerraForm Power and is the shared corporate headquarters of the Company and TerraForm Power until the earlier to occur of June 30, 2018 and the termination of the underlying lease. The Company has agreed to pay TerraForm Power one-third of the rent and other amounts due to the landlord under the underlying lease, which is expected to be equal to an aggregate of $0.8 million in 2017, and certain additional service fees. For the nine months ended September 30, 2017, $0.6 million was accrued under this agreement.
TerraForm Power has entered into service contracts with various vendors for information technology and enterprise resource planning systems. The Company is not a party to any of these contracts and has no direct contractual liability to third parties thereunder, however the Company uses these systems in cooperation with TerraForm Power, and the costs of such systems will be allocated between TerraForm Power and the Company pursuant to an agreement that is expected to be entered into between TerraForm Power and the Company. As of September 30, 2017 and December 31, 2016, the Company capitalized $1.1 million and $0.4 million, respectively, of expenses related to development costs of the new enterprise resource planning systems, and the Company recognized less than $0.1 million as general and administrative expense related to these systems during the nine months ended September 30, 2017, and $0.1 million as general and administrative expense related to these systems during the year ended December 31, 2016. For the nine months ended September 30, 2017, no amounts were paid under this agreement.

In addition, certain employees of TerraForm Power provide general management services to the Company, and a portion of the costs associated with such employees is allocated to the Company. As of September 30, 2017, the cost to the Company for the services being provided to the Company by employees of TerraForm Power is $0.7 million.

The Company is currently negotiating a transition services agreement with TerraForm Power with respect to certain of these information technology and enterprise resource planning systems, as well as the services provided to the Company by certain TerraForm Power employees, however there can be no assurance that the Company will be able to enter into this agreement on acceptable terms or at all.

Settlement Agreement with Renova
On May 26, 2017, TerraForm Global, Inc., TerraForm Global, LLC, TerraForm Global Brazil Holding B.V. and TERP GLBL Brasil I Participacoes Ltda. entered into a Settlement Agreement and Mutual Release (the “Renova Settlement

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