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|TerraForm Global Announces Proposed Aggregate $400 Million Offering of Senior Notes|
BETHESDA, Md., Feb. 07, 2018 (GLOBE NEWSWIRE) -- TerraForm Global, Inc. ("TerraForm Global") today announced that its indirect wholly-owned subsidiary, TerraForm Global Operating, LLC (the "Issuer"), intends to offer, in a private transaction, up to $400 million aggregate principal amount of senior notes to mature in 2026 (the "Notes"), subject to market conditions and other factors.
The Notes will be senior obligations of the Issuer and will be guaranteed by the Issuer's direct parent, TerraForm Global, LLC ("Terra LLC"). TerraForm Global will not guarantee the Notes.
The Issuer intends to use the net proceeds of the offering, together with cash on hand, to redeem in full its outstanding senior notes due in 2022 (the "Existing 2022 Notes") and pay associated fees and expenses. This press release does not constitute a notice of redemption of the Existing 2022 Notes.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum to qualified institutional buyers under Rule 144A and to persons outside of the United States under Regulation S under the Securities Act of 1933, as amended (the "Securities Act").
The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About TerraForm Global
TerraForm Global is a renewable energy company that creates value for its investors by owning and operating clean energy power plants in high-growth emerging markets. For more information about TerraForm Global, please visit: www.terraformglobal.com.
TerraForm Global is a subsidiary of Brookfield Asset Management, a leading global alternative asset manager with over US$265 billion of assets under management.
Contacts for Investors / Media:
Cautionary Statement on Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as "expect," "anticipate," "believe," "intend," "plan," "seek," "estimate," "predict," "project," "goal," "guidance," "outlook," "objective," "forecast," "target," "potential," "continue," "would," "will," "should," "could," or "may" or other comparable terms and phrases.
All statements that address operating performance, events, or developments that TerraForm Global expects or anticipates will occur in the future are forward-looking statements. They may include statements regarding the redemption of existing notes, the terms of the new offering and the intended use of the proceeds of the new offering, or descriptions of assumptions underlying any of the above. Forward-looking statements provide TerraForm Global's current expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although TerraForm Global believes its expectations and assumptions are reasonable, it can give no assurance that these expectations and assumptions will prove to have been correct and actual results may vary materially.
Important factors that could cause actual results to differ materially from TerraForm Global's expectations, forward looking statements or cautionary statements, include, but are not limited to risks related to not realizing the expected benefits of the Brookfield merger; the willingness and ability of counterparties to fulfill their obligations under offtake agreements; price adjustments, termination provisions and buyout provisions in offtake agreements; disputes, legal proceedings, administrative proceedings and other litigation; government regulation, including compliance with regulatory and permit requirements and changes in market rules, rates, tariffs, environmental laws and policies affecting renewable energy; operating and financial restrictions under agreements governing indebtedness; events of default and potential events of default arising under the indenture governing TerraForm Global's senior notes and/or project-level financing; hazards customary to the power production industry and power generation operations, such as unusual weather conditions and outages; TerraForm Global's ability to manage its capital expenditures, economic, social and political risks and uncertainties inherent in international operations, including operations in emerging markets and the impact of foreign exchange rate fluctuations, the imposition of currency controls and restrictions on repatriation of earnings and cash, protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital investment requirements, conflicting international business practices that may conflict with other customs or legal requirements to which TerraForm Global is subject, and being subject to the jurisdiction of courts other than those of the United States, including uncertainty of judicial processes and difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring additional costs to do so; and TerraForm Global's ability to successfully identify, evaluate, and consummate acquisitions.
TerraForm Global disclaims any obligation to publicly update or revise any forward-looking statements made in this communication to reflect events or circumstances after the date of this communication or to reflect new information or the occurrence of unanticipated events, except as required by law.