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SEC Filings

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


In connection with the Merger, at the effective time thereof, holders of Class A Shares immediately prior to such time ceased to have any rights as stockholders in the Company (other than their right to receive the merger consideration pursuant to the Merger Agreement).
 
Item 5.01
Changes in Control of Registrant.
 
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.

As a result of the consummation of the Merger, and upon the effectiveness of the Merger, a change of control of the Company occurred and the Company became a wholly-owned subsidiary of Parent.
 
Prior to the consummation of the Merger, SunEdison, Inc. (“SunEdison”) was the indirect holder of 100% of the shares of Class B common stock, par value $0.01 per share (the “Class B Shares”), of the Company and held approximately 98.2% of the combined total voting power of the holders of the Company’s Class A common stock and Class B common stock. As contemplated by the Merger Agreement and in satisfaction of its obligations under a Settlement Agreement (the “Settlement Agreement”) among SunEdison, the Company and certain of their respective affiliates, which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2017, SunEdison exchanged, effective immediately prior to the effective time of the Merger, all of the Class B Units (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of TerraForm Global, LLC, dated and effective as of August 5, 2015, as amended from time to time (the “Global LLC Operating Agreement”)) held by SunEdison or any of its controlled affiliates in Global LLC for Class A Shares representing 25% of the Class A Shares (on a fully-diluted basis, excluding any treasury shares) immediately following such exchange and, as a result of such exchange, all Class B Shares of the Company were automatically cancelled. In addition, immediately prior to the effective time of the Merger, all outstanding IDRs (as defined in the Global LLC Operating Agreement) were, at the Company’s instructions, transferred to Parent.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
In connection with, and effective as of the effective time of, the Merger, each of the ten directors of the Company immediately prior to the effective time of the Merger (Peter Blackmore, Frederick J. Boyle, Christopher Compton, Hanif Dahya, Mark Lerdal, David J. Mack, Alan B. Miller, John F. Stark, David Ringhofer and Gregory Scallen) resigned as a director of the Company, and the directors of the Company were replaced by the directors of Merger Sub as of the effective time of the Merger, which consist of Jean Burgess, Julian Deschatelets and Ningkun Wang. None of the resignations was for cause or was the result, in whole or in part, of any disagreement with the Company.