TerraForm Global begins consent solicitation for 5 7/8%, 6 1/8% notes

By Wendy Van Sickle

Columbus, Ohio, Aug. 2 – TerraForm Global, Inc. said subsidiary TerraForm Global Operating, LLC launched a consent solicitation for its 5 7/8% notes due 2023 and its 6 1/8% notes due 2025.

The issuer is seeking to waive compliance with the covenants in the note indentures regarding any change of control that may occur as a result of the transactions contemplated by the March 6 merger and sponsorship transaction agreement between TerraForm Global, Inc., Orion US Holdings 1 LP and BRE TERP Holdings Inc., according to a press release.

TerraForm Power is also soliciting consents to effect, on the closing date of the Brookfield sponsorship transaction, certain proposed amendments conditioned upon the occurrence of the effective time that would amend the definition of “permitted holder.”

Per each $1,000 principal amount of notes, TerraForm will pay $1.25 upon acceptance of consents if it has received requisite consents for the relevant series of notes and if the conditions of the consent solicitation have satisfied or waived.

TerraForm will also pay $1.25 per $1,000 of notes to consenting holders at the effective time of the Brookfield transaction, conditioned on the occurrence of the effective time.

The consent solicitation will expire at 5 p.m. ET on Aug. 10.

As reported on March 10, TerraForm Power, Inc. and Brookfield Asset Management Inc. entered into a definitive agreement under which Brookfield will assume the role of TerraForm Power’s sponsor and Brookfield will become the controlling shareholder as part of TerraForm Power’s separation from SunEdison Inc.

Key terms of the agreement include 51% Brookfield ownership in TerraForm Power post-closing, an $11.46 price per class A share, derived from a pre-SunEdison settlement price of $12.00 per share, with option for shareholders to elect to receive shares, and a right-of-first-offer portfolio provided to TerraForm Power by Brookfield.

RBC Capital Markets, LLC (212 618-7822 or 877 381-2099) is the solicitation agent.

Global Bondholder Services Corp. (866 794-2200) is the tabulation agent.

TerraForm is a Bethesda, Md., owner and operator of clean energy power plants.

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