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SEC Filings

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


The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2017 and is incorporated herein by reference.
 
Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
 
The Merger constitutes a “Change of Control” as defined under the Indenture, dated as of August 5, 2015 (as supplemented, the “Indenture”), among Global Operating LLC, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee, which Indenture governs Global Operating LLC’s 9.75% Senior Notes due 2022 (the “Senior Notes”). As a result, Global Operating LLC is required to make an offer to repurchase its outstanding Senior Notes at 101.0% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. Pursuant to the Indenture, Global Operating LLC intends to deliver notice to each holder of the Senior Notes within 30 days of the consummation of the Merger, which notice will include an offer by Global Operating LLC to repurchase the Senior Notes in accordance with the terms provided in the Indenture.
 
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
On December 28, 2017, in connection with the consummation of the Merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) of the consummation of the Merger, and requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Class A Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
The Company also intends to file with the SEC a Form 15 requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
 
Item 3.03
Material Modification of Rights of Security Holders.
 
The information provided in the Explanatory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.