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SEC Filings

8-K
TERRAFORM GLOBAL, INC. filed this Form 8-K on 12/28/2017
Entire Document
 


EXPLANATORY NOTE

On December 28, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 6, 2017 (the “Merger Agreement”), by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), Orion US Holdings 1 L.P. (“Parent”), a Delaware limited partnership and entity formed by affiliates of Brookfield Asset Management Inc., a corporation existing under the laws of the Province of Ontario (“Brookfield”), and BRE GLBL Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent.
 
Item 1.02
Termination of a Material Definitive Agreement.

On December 28, 2017, in connection with the consummation of the Merger, TerraForm Global Operating, LLC (“Global Operating LLC”) terminated the Credit and Guaranty Agreement (as amended, the “Credit Agreement”), dated as of August 5, 2015, by and among TerraForm Global Operating, LLC (“Global LLC”) and other credit parties party thereto, Goldman Sachs Bank USA, as a lender and as administrative agent and the other lenders party thereto. In connection with the termination, Global Operating LLC paid and discharged all of the outstanding obligations under the Credit Agreement and the other credit documents, other than any obligation which by the terms of the applicable credit document survives the termination and certain obligations under certain hedge agreements, and all guarantees and collateral under the credit documents were released.
 
Item 2.01
Completion of Acquisition or Disposition of Assets.
 
The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.

At the effective time of the Merger, holders of shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Shares”) issued and outstanding immediately prior to the effective time of the Merger were entitled to receive $5.10 in cash (the “Per Share Merger Consideration”) for each Class A Share owned by such holder immediately prior to the effective time of the Merger.

At the effective time of the Merger, any vesting conditions applicable to each Company restricted stock award outstanding immediately prior to the effective time of the Merger under the Company’s 2014 Long-Term Incentive Plan (the “Company Stock Plan”) were automatically and without any required action on the part of the holder deemed to be satisfied in full.

At the effective time of the Merger, any vesting conditions applicable to each Company restricted stock unit (a “Company RSU”) outstanding immediately prior to the effective time of the Merger under the Company Stock Plan were automatically and without any required action on the part of the holder deemed to be satisfied in full, and each Company RSU was canceled and only entitled the holder of such Company RSU to receive the Per Share Merger Consideration, subject to relevant tax withholdings.