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10-Q
SUNEDISON, INC. filed this Form 10-Q on 11/09/2015
Entire Document
 
Exhibit
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________________________________________
FORM 10-Q
 ______________________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to             
Commission File Number: 001-13828
 ______________________________________________________________
SunEdison, Inc.
(Exact name of registrant as specified in its charter)
 ______________________________________________________________
Delaware
 
56-1505767
(State or other jurisdiction of
incorporation or organization)
 
(I. R. S. Employer
Identification No.)
 
 
 
13736 Riverport Drive, Suite 180
Maryland Heights, Missouri
 
63043
(Address of principal executive offices)
 
(Zip Code)
(314) 770-7300
(Registrant’s telephone number, including area code)
 ______________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o     No  x
The number of shares of the registrant’s common stock outstanding at November 2, 2015 was 316,721,372.
 



Table of Contents


1

PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements.

SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net sales
$
476

 
$
469

 
$
1,254

 
$
1,241

Cost of goods sold
365

 
428

 
1,006

 
1,157

Gross profit
111

 
41

 
248

 
84

Operating expenses:
 
 
 
 
 
 
 
General and administrative
296

 
126

 
753

 
327

Restructuring charges
27

 
—

 
80

 
14

Long-lived asset impairment charges
38

 
42

 
55

 
42

Operating loss
(250
)
 
(127
)
 
(640
)
 
(299
)
Non-operating expense (income):
 
 
 
 
 
 
 
Interest expense
214

 
107

 
516

 
267

Interest income
(2
)
 
(3
)
 
(16
)
 
(12
)
Loss on early extinguishment of debt, net
1

 
—

 
85

 
—

Loss on convertible notes derivatives, net
—

 
—

 
—

 
499

Gain on previously held equity investments
(45
)
 
—

 
(45
)
 
(146
)
Other, net
(51
)
 
9

 
(53
)
 
19

Total non-operating expense
117

 
113


487

 
627

Loss from continuing operations before income tax benefit and equity in earnings (loss) of equity method investments
(367
)
 
(240
)
 
(1,127
)
 
(926
)
Income tax benefit
(35
)
 
(2
)
 
(246
)
 
(12
)
Loss from continuing operations before equity in earnings (loss) of equity method investments
(332
)
 
(238
)
 
(881
)
 
(914
)
Equity in earnings (loss) of equity method investments, net of tax
1

 
—

 
(11
)
 
10

Loss from continuing operations
(331
)
 
(238
)
 
(892
)
 
(904
)
Income (loss) from discontinued operations, net of tax
3

 
(79
)
 
(116
)
 
(81
)
Net loss
(328
)
 
(317
)
 
(1,008
)
 
(985
)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
44

 
34

 
89

 
46

Net loss attributable to SunEdison stockholders
$
(284
)
 
$
(283
)
 
$
(919
)
 
$
(939
)
 
 
 
 
 
 
 
 
Amounts attributable to SunEdison stockholders:
 
 
 
 


 


Loss from continuing operations
$
(287
)
 
$
(204
)
 
$
(801
)
 
$
(858
)
Income (loss) from discontinued operations
3

 
(79
)
 
(118
)
 
(81
)
Net loss attributable to SunEdison stockholders
$
(284
)
 
$
(283
)
 
$
(919
)
 
$
(939
)
 
 
 
 
 
 
 
 
Basic and diluted (loss) income per share (see Note 14):


 


 
 
 
 
Continuing operations
$
(0.92
)
 
$
(0.77
)
 
$
(2.73
)
 
$
(3.21
)
Discontinued operations
0.01

 
(0.29
)
 
(0.40
)
 
(0.30
)
Total loss per share
$
(0.91
)
 
$
(1.06
)
 
$
(3.13
)
 
$
(3.51
)
See accompanying notes to unaudited condensed consolidated financial statements.

2


SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In millions)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015

2014
 
2015
 
2014
Net loss
$
(328
)

$
(317
)
 
$
(1,008
)
 
$
(985
)
Other comprehensive (loss) income, net of tax:



 
 
 
 
Net foreign currency translation adjustments
(23
)

(54
)
 
9

 
(43
)
Net gain (loss) on hedging instruments
7


(5
)
 
(9
)
 
2

Net adjustments for benefit plans
—


—

 
44

 
—

Other comprehensive (loss) income, net of tax
(16
)

(59
)
 
44


(41
)
Total comprehensive loss
(344
)

(376
)
 
(964
)

(1,026
)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
44


34

 
89

 
46

Net other comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
2


15

 
18

 
16

Comprehensive loss attributable to SunEdison stockholders
$
(298
)

$
(327
)
 
$
(857
)

$
(964
)
See accompanying notes to unaudited condensed consolidated financial statements.

3


SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
 
September 30, 2015
 
December 31, 2014
Assets

 

Current assets:

 

Cash and cash equivalents
$
2,393

 
$
856

Cash committed for construction projects, including consolidated variable interest entities of $443 and $32 in 2015 and 2014, respectively
697

 
131

Current portion of restricted cash
367

 
156

Accounts receivable, net
448

 
373

Prepaid and other current assets
1,080

 
908

Current assets held for sale
800

 
—

Current assets of discontinued operations
—

 
364

Total current assets
5,785


2,788

Investments
156

 
149

Property, plant and equipment, net:

 

Renewable energy systems, including consolidated variable interest entities of $3,497 and $2,312 in 2015 and 2014, respectively, net of accumulated depreciation of $358 and $334 in 2015 and 2014, respectively
10,201

 
5,336

Other property, plant and equipment, net of accumulated depreciation of $266 and $238 in 2015 and 2014, respectively
1,158

 
1,140

Restricted cash
265

 
115

Goodwill
511

 
73

Other intangible assets
1,490

 
586

Other assets
1,148

 
627

Non-current assets of discontinued operations
—

 
686

Total assets
$
20,714


$
11,500

Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt and short-term borrowings, including consolidated variable interest entities of $309 and $423 in 2015 and 2014, respectively
$
1,905

 
$
1,078

Accounts payable
1,105

 
1,098

Accrued and other current liabilities
950

 
660

Current portion of deferred revenue
69

 
92

Current portion of contingent consideration liabilities
449

 
26

Current liabilities held for sale
652

 
—

Current liabilities of discontinued operations
—

 
192

Total current liabilities
5,130


3,146

Long-term debt, less current portion, including consolidated variable interest entities of $2,274 and $1,169 in 2015 and 2014, respectively
9,767

 
5,915

Deferred revenue, less current portion
603

 
204

Contingent consideration liabilities, less current portion
86

 
17

Other liabilities
555

 
442

Non-current liabilities of discontinued operations
—

 
291

Total liabilities
16,141


10,015

Redeemable noncontrolling interests
69

 
—

Stockholders’ equity:
 
 
 
Preferred stock, $.01 par value, 50.0 shares authorized, 0.7 and no shares issued in 2015 and 2014, respectively
—

 
—

Common stock, $.01 par value, 700.0 shares authorized, 319.5 and 272.5 shares issued in 2015 and 2014, respectively
3

 
3

Additional paid-in capital
3,792

 
1,698

Accumulated deficit
(2,267
)
 
(1,348
)
Accumulated other comprehensive loss
(48
)
 
(111
)
Treasury stock, 2.9 and 0.4 shares in 2015 and 2014, respectively
(78
)
 
(9
)
Total SunEdison stockholders’ equity
1,402

 
233

Noncontrolling interests
3,102

 
1,252

Total stockholders’ equity
4,504

 
1,485

Total liabilities, redeemable noncontrolling interests and stockholders’ equity
$
20,714

 
$
11,500

See accompanying notes to unaudited condensed consolidated financial statements.

4


SUNEDISON, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
Nine Months Ended September 30,
2015
 
2014
Cash flows from operating activities:
 
 
 
Net loss
$
(1,008
)
 
$
(985
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
331

 
261

Stock-based compensation
62

 
28

Deferred tax benefit
(217
)
 
(41
)
Deferred revenue
(47
)
 
(142
)
Restructuring charges
80

 
—

Long-lived asset impairment charges
55

 
100

Loss on sale of equity interests in SSL
120

 
—

Loss on convertible notes derivatives, net
—

 
499

Loss on early extinguishment of debt, net
85

 
—

Gain on previously held equity investment
—

 
(146
)
Other non-cash
9

 
(13
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
16

 
22

Prepaid and other current assets
(108
)
 
(167
)
Accounts payable
(182
)
 
(165
)
Deferred revenue for renewable energy systems
66

 
180

Accrued liabilities
34

 
114

Other assets and liabilities
(432
)
 
(115
)
Net cash used in operating activities
(1,136
)
 
(570
)
Cash flows from investing activities:
 
 
 
Capital expenditures
(193
)
 
(182
)
Construction of renewable energy systems
(1,619
)
 
(1,028
)
Proceeds from sale of equity interests in SSL
372

 
—

Purchases of cost and equity method investments, net of proceeds
22

 
(41
)
Change in restricted cash
(122
)
 
(46
)
Change in cash committed for construction projects
(570
)
 
142

Cash paid for acquisitions, net of cash acquired
(2,356
)
 
(415
)
Other
(166
)
 
(3
)
Net cash used in investing activities
(4,632
)
 
(1,573
)
Cash flows from financing activities:
 
 
 
Proceeds from short-term and long-term debt
7,303

 
2,618

Principal payments on short-term and long-term debt
(2,435
)
 
(832
)
Payments for capped call option
(161
)
 
—

Proceeds from (payments for) note hedge
635

 
(174
)
(Payments for) proceeds from warrant transactions
(632
)
 
124

Proceeds from TerraForm Power and TerraForm Global equity offerings
1,715

 
592

Proceeds from SSL IPO and private placement transactions
—

 
185

Proceeds from preferred stock offering
626

 
—

Contributions from noncontrolling interests, net
769

 
33

Cash paid for contingent consideration for acquisitions
(13
)
 
(4
)
Debt financing fees
(249
)
 
(122
)
Change in restricted cash
(152
)
 
—

Dividends paid by TerraForm Power
(61
)
 
—

Other
(57
)
 
1

Net cash provided by financing activities
7,288

 
2,421

Effect of exchange rate changes on cash and cash equivalents
(8
)
 
(11
)
Net increase in cash and cash equivalents
1,512

 
267


5


Cash (used in) provided by discontinued operations (see Note 2)
(25
)
 
62

Net change in cash and cash equivalents from continuing operations
1,537

 
205

Cash and cash equivalents at beginning of period
856

 
533

Cash and cash equivalents at end of period
$
2,393

 
$
738

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Net debt transferred to and assumed by buyer upon sale of renewable energy systems
110

 
395

See accompanying notes to unaudited condensed consolidated financial statements.

6


Notes to Unaudited Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of SunEdison, Inc. and subsidiaries ("SunEdison"), in our opinion, include all adjustments (consisting of normal, recurring items) necessary to present fairly our financial position, results of operations and cash flows for the periods presented. SunEdison has presented the unaudited condensed consolidated financial statements in accordance with the requirements of the Securities and Exchange Commission (the "SEC") for Form 10-Q and Article 10 of Regulation S-X and consequently, these financial statements do not include all disclosures required by U.S. generally accepted accounting principles ("U.S. GAAP"). These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014, as recast and filed on SunEdison’s Form 8-K on June 29, 2015, as amended by the Form 8-K/A on July 7, 2015, to reflect changes due to the discontinued operations of SunEdison Semiconductor Ltd. ("SSL"), which contains SunEdison's audited financial statements for such year. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
The accompanying unaudited condensed consolidated financial statements of SunEdison include the consolidated results of TerraForm Power, Inc. ("TerraForm Power" or "TERP") and TerraForm Global, Inc. ("TerraForm Global" or "GLBL"), which are separate SEC registrants. The operating results of TERP and GLBL are reported as our TerraForm Power and TerraForm Global reportable segments, respectively, as described in Note 17. References to "SunEdison", "we", "our" or "us" within the accompanying unaudited condensed consolidated financial statements refer to the consolidated reporting entity.
On January 20, 2015, we disposed of our controlling interest in SSL in an underwritten public offering (see Note 2). The results of SSL, a separate SEC registrant, were previously reported as our Semiconductor Materials reportable segment. As a result of this transaction, SSL was deconsolidated from our consolidated financial statements and SSL's historical results of operations and financial position are reported as discontinued operations for all periods presented. Additionally, we no longer report Semiconductor Materials as a reportable segment. Through July 1, 2015, we retained a noncontrolling interest in SSL which was accounted for as an equity method investment. On July 1, 2015, we effectively disposed of our remaining interest in SSL in an underwritten public offering (see Note 2). Unless indicated otherwise, the information in the accompanying notes to the unaudited condensed consolidated financial statements relates to our continuing operations.
Use of Estimates
In preparing our unaudited condensed consolidated financial statements, we use estimates and assumptions that may affect reported amounts and disclosures. Estimates are used when accounting for investments; depreciation; amortization; leases; asset impairments; accrued liabilities, including restructuring, warranties, and employee benefits; derivatives, including the embedded conversion options, note hedges, and warrants associated with our outstanding senior convertible notes; stock-based compensation; income taxes; renewable energy system installation and related costs; percentage-of-completion on long-term construction contracts; the fair value of assets and liabilities recorded in connection with business combinations; and asset valuations, including allowances, among others. These estimates and assumptions are based on current facts, historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and actual results, our future results of operations would be affected.
New Accounting Standards
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires expanded disclosures concerning discontinued operations, disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting and expanded disclosures for long-lived assets classified as disposed of or held for sale. The adoption of ASU 2014-08 effective as of January 1, 2015 did not have a material impact on our consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB voted to approve a one year deferral in the effective date of ASU 2014-09 while also providing for early adoption but

7


not before the original effective date. Based on the one-year deferral, ASU 2014-09 will be effective for us beginning January 1, 2018. ASU 2014-09 allows for both retrospective and modified-retrospective methods of adoption. We have not determined which transition method we will adopt, and we are currently evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and related disclosures upon adoption.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for us for our fiscal year ending December 31, 2016 and for interim periods thereafter. We are currently evaluating the impact of ASU 2014-15 on our consolidated financial statements.
In January 2015, the FASB issued ASU No. 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20), which eliminates the concept of reporting for extraordinary items. ASU 2015-01 is effective for us for our fiscal year ending December 31, 2016 and for interim periods thereafter. We are currently evaluating the impact of ASU 2015-01 on our consolidated financial statements.
In February 2015, the FASB issued ASU No. 2015-02, Consolidation, which reduces the number of consolidation models and simplifies the current standard. Entities may no longer need to consolidate a legal entity in certain circumstances based solely on its fee arrangements when certain criteria are met. ASU 2015-02 reduces the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity. ASU 2015-02 is effective for us for our fiscal year ending December 31, 2016. We are currently evaluating the impact of ASU 2015-02 on our consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements. ASU 2015-15 indicates that an entity may defer and present debt issuance costs associated with line-of-credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 and ASU 2015-15 are effective on a retrospective basis for annual and interim periods beginning on or after December 15, 2015. Early adoption is permitted, but only for debt issuance costs that have not been reported in financial statements previously issued or available for issuance. We are currently evaluating the impact of ASU 2015-03 and ASU 2015-15 on our consolidated financial statements.
In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, to specify that inventory should be subsequently measured at the lower of cost or net realizable value, which is the ordinary selling price less any completion, transportation and disposal costs. However, the ASU does not apply to inventory measured using the last-in-first-out or retail methods. ASU 2015-11 is effective for us, on a prospective basis, for our fiscal year ending December 31, 2016 and for interim periods thereafter. We are currently evaluating the impact of ASU 2015-11 on our consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for us on a prospective basis on January 1, 2016. Early adoption is permitted for any interim and annual financial statements that have not yet been made available for issuance. We are currently evaluating the impact of ASU 2015-16 on our consolidated financial statements.
2. DISCONTINUED OPERATIONS, ASSETS HELD FOR SALE AND RESTRUCTURING CHARGES
Discontinued Operations
On January 20, 2015, we disposed of 12,951,347 ordinary shares of SSL in connection with an underwritten public offering of 17,250,000 ordinary shares of SSL at a price to the public of $15.19 per share. Net proceeds to us from the sale were $188 million. As a result of this transaction, we no longer had a controlling interest in SSL. From January 20, 2015 through June 30, 2015, we owned 10,608,904 of SSL's ordinary shares, representing a 25.6% ownership interest in SSL, which was accounted for as an equity method investment. The disposal of our controlling interest in SSL represented the disposal of a component and a strategic shift that had a major effect on our operations and financial results, and thus we have reported the historical results

8


of operations and financial position of SSL as discontinued operations in the condensed consolidated financial statements for all periods presented.
We recognized a loss associated with the January 20, 2015 disposal of SSL shares of $123 million within discontinued operations in the condensed consolidated statements of operations.
On July 1, 2015, we disposed of 10,608,903 ordinary shares of SSL in connection with an underwritten public offering of 15,935,828 ordinary shares of SSL at a price to the public of $18.25 per share. We received net proceeds from the disposal of $184 million. As a result of this transaction, we recorded a $3 million gain within discontinued operations. Upon this disposal, we have effectively liquidated our investment in SSL which resulted in a reduction of our previously reported full time equivalent headcount by approximately 4,400 employees.
The following table summarizes the results from the discontinued operations of SSL included in the condensed consolidated statements of operations:
 
 
Nine Months Ended September 30,

 
2015
 
2014
In millions
 
 
 
 
Net sales
 
$
58

 
$
633

Cost of goods sold
 
52

 
579

        Gross profit
 
6

 
54

Operating expenses
 
9

 
133

Operating loss
 
(3
)
 
(79
)
Loss on disposal
 
120

 
—

Other (income) expense
 
(7
)
 
5

Loss from discontinued operations before tax
 
(116
)
 
(84
)
Income tax benefit
 
—

 
(3
)
Loss from discontinued operations, net of tax
 
(116
)
 
(81
)
Net (income) loss attributable to noncontrolling interests
 
(2
)
 
—

Net loss attributable to shareholders
 
$
(118
)
 
$
(81
)
The following table summarizes the cash flows of discontinued operations of SSL included in the condensed consolidated statements of cash flows:
 
Nine Months Ended September 30,
 
2015
 
2014
In millions
 
 
 
Cash flows from discontinued operations:
 
 
 
Net cash used in operating activities of discontinued operations
$
(1
)
 
$
(59
)
Net cash used in investing activities of discontinued operations
(23
)
 
(71
)
Net cash provided by financing activities of discontinued operations
—

 
194

Effect of exchange rate changes on cash and cash equivalents
(1
)
 
(2
)
Cash (used in) provided by discontinued operations
$
(25
)
 
$
62

SSL continues to purchase polysilicon from us. Net sales of polysilicon to SSL were $16 million and $19 million in the three months ended September 30, 2015 and 2014, respectively. Net sales of polysilicon to SSL for the nine months ended September 30, 2015 and 2014 were $50 million and $49 million, respectively.
One of our board members serves on the board of directors of SSL. Additionally, we and SSL have entered into the following agreements that effected the separation of SSL’s business from ours and provide a framework for our ongoing relationship with SSL:
•
Separation Agreement - The separation agreement governs certain pre-offering transactions between SSL and us, as well as aspects of the relationship between SSL and us following SSL’s Initial Public Offering ("SSL's IPO") and related transactions, which are not otherwise governed by the other agreements set forth below. The separation agreement provides further assurances and covenants between SSL and us to ensure that the separation of SSL’s business from SunEdison was the intent of SSL and that commercially reasonable efforts will be taken to do all things

9


reasonably necessary to consummate and make effective the transactions. The separation agreement provides for mutually agreed exchange of information, confidentiality, dispute resolution methods and limitations of liability.
•
Patent and Technology Cross-License Agreement - Under the patent and technology cross-license agreement, SSL agreed to license to us substantially all of its patents, patent applications, software, trade secrets, know-how and other intellectual property that have application in our solar energy business, and we licensed to SSL substantially all of our patents, patent applications, software, trade secrets, know-how and other intellectual property that have application in its semiconductor wafer business. The intellectual property licensed by us to SSL under the agreement excludes all intellectual property related to continuous Czochralski, or CCZ, diamond coated wire, fluidized bed reactor polysilicon technology, or FBR, and high-pressure FBR, with such arrangements to be set forth in separate agreements as described below.
•
CCZ and Diamond Coated Wire License Agreement - Under the CCZ and diamond coated wire license agreement, we licensed to SSL and certain of its subsidiaries in the U.S. and Italy our U.S. and foreign patents and patent applications and technology (including discoveries, conceptions, ideas, improvements, enhancements and inventions and data) relating to CCZ silicon crystal growth and diamond coated wire technology, provided that SSL’s use of such licensed intellectual property is limited to the semiconductor industry and the production of semiconductor wafers. The agreement prohibits SSL from using the licensed intellectual property for the manufacture of polysilicon, the manufacture of materials used in the solar photovoltaic industry, or for balance of system hardware or software used in solar systems. Additionally, the agreement prohibits us from licensing the applicable intellectual property to any third party for use in the production of semiconductor wafers and similar uses in the semiconductor industry.
•
Technology Joint Development Agreement - The technology joint development agreement provides a framework for joint development and other collaborative activities between SSL and us. Under the agreement, the parties may agree to conduct one or more joint development programs, the specific terms and conditions of which will be set forth in a separate statement of work for each joint development program.
•
Trademark License Agreement - We granted to SSL a royalty-free license to use certain of our trademarks for a period of time following the completion of SSL's IPO.
•
Transition Services Agreement - Under the transition services agreement, we and SSL agreed to mutually provide each other certain corporate, general and administrative services following the completion of SSL’s IPO for the term set forth for each service in the annexes to the agreement.
•
Tax Matters Agreement - The tax matters agreement governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
•
Polysilicon Supply Agreement - On June 23, 2015, we entered into an agreement with SSL regarding granular polysilicon purchases. Under the polysilicon supply agreement, we will supply SSL's granular semiconductor grade polysilicon needs for a fixed price per kilogram for each year over the 10.5-year term of the agreement. The price for polysilicon decreases during the term of the agreement. In exchange, SSL agreed to assign its entire share of dividends and distributions from SMP, Ltd., our 54%-owned high purity polysilicon operation located in Ulsan, South Korea, to us for the duration of the agreement. There were no dividends or distributions from SMP, Ltd. during the three or nine month periods ended September 30, 2015.
•
Omnibus Agreement - On September 30, 2015, we entered into an agreement with SSL to purchase 841,400 shares of SMP, Ltd., currently owned by SSL. We agreed to purchase this additional 8.9% interest for $35 million which was advanced to SSL during the quarter as an earnest money deposit upon entering into the transaction. Such amount is reported in other current assets in the unaudited consolidated condensed balance sheet as of September 30, 2015. In addition, the agreement settled certain other outstanding commercial and separation matters between us and SSL related to the separation which resulted in the receipt of an immaterial amount from SSL which did not have a significant impact on our results of operations for the three months ended September 30, 2015. The transaction is subject to certain consents and approvals and is expected to close within one year. The transaction will result in an increase in our ownership interest in SMP, Ltd. to approximately 63%.
Assets Held for Sale
Pursuant to a plan of sale approved by management, we have received offers to purchase our interests in solar power plant operating projects in France, Italy, Greece, Bulgaria and India, originally acquired in the Silver Ridge Power, LLC (“SRP”) acquisition (see Note 3). It is probable that the sale of these projects will occur within one year. As a result, we have classified

10


the relevant asset and liability balances as held for sale and measured each at the lower of carrying value or fair value less cost to sell. Our analysis indicated that the carrying value exceeded fair value less costs to sell by $8 million for operating projects in Bulgaria, which was recognized as a long-lived asset impairment charge during the third quarter of 2015 and reported as a component of other non-operating expense in the condensed consolidated statement of operations. Assets held for sale primarily consists of cash of $40 million, plant, property, and equipment of $416 million and intangible assets of $156 million. Liabilities held for sale primarily consists of $507 million of total long-term debt and $70 million of accrued and other liabilities. Similarly, in October 2015, we sold the Mark Group Limited (“Mark Group”) to its management group (see Note 3). As a result of this transaction, Mark Group's assets and liabilities were reclassified to held for sale in the unaudited condensed consolidated balance sheet.
Restructuring Charges
2015 Restructuring Activities
On September 29, 2015, SunEdison's Board of Directors approved management’s recommendation for a restructuring intended to optimize business operations in alignment with current and future market opportunities, and accelerate cash flow positive operations. The restructuring provides for a workforce reduction of approximately 15% of our global workforce in response to current and expected market conditions and in order to remove duplicative activities created as a result of merger and acquisition activities and business growth.
In connection with the restructuring, we expect to incur total charges of approximately $30 million to $40 million which will be recognized through the first quarter of 2016. These charges primarily consist of severance and other benefits to terminated employees, most of which are expected to be paid in cash by the end of the fourth quarter of 2016. Restructuring charges of $27 million were recognized during the three months ended September 30, 2015.
Previous Restructuring Activities
An additional $53 million of restructuring costs were recognized during the three months ended March 31, 2015 relating to the settlement of a contract termination dispute arising due to actions taken as a result of a restructuring plan undertaken during 2011. On May 7, 2015, we entered into a settlement and release agreement with the vendor to settle all claims and disputes relating to the previous agreements. Under the settlement and release agreement, the vendor retained certain deposits which we previously paid under the agreements in the amount of 24 million euro. In addition, we agreed to pay the vendor a total of 54 million euro in three equal quarterly installments beginning in June 2015, two payments of which have been made through September 30, 2015, and we made an additional payment in June 2015 of 23 million euro for the payment of outstanding invoices.
3. ACQUISITIONS
Renewable Energy Development Acquisitions
Atlantic Power
On June 26, 2015, we and TerraForm AP Acquisitions Holdings, LLC (“TerraForm AP”), a subsidiary of SunEdison, completed the acquisition of all membership interests of Atlantic Power Transmission, Inc. (“Atlantic Power”), an independent power producer with a diversified fleet of power generation assets located throughout the U.S. and Canada, pursuant to a membership interest purchase agreement. In connection with the acquisition, we acquired interests in five operating wind power generation assets located in Oklahoma and Idaho, which have a net capacity (total capacity adjusted for our economic ownership interest) of 521 megawatts ("MW") of renewable power. The aggregate consideration paid for this acquisition was $347 million in cash.
The fair value of the assets and liabilities acquired is summarized in the Acquisition Accounting section below. The preliminary purchase accounting for the acquisition resulted in the recognition of certain amortizable intangible assets comprised of long-term power purchase agreements (“PPAs”) totaling $19 million. The long-term PPAs are subject to amortization with no residual value. The estimated fair values were determined based on an income approach and the estimated useful lives of the intangible assets range from 17 to 23 years. All assets acquired are reported in the Renewable Energy Development segment.
First Wind
On January 29, 2015, SunEdison and TerraForm First Wind ACQ, LLC, a subsidiary of TerraForm Power Operating, LLC (“TerraForm Operating”), as assignee of TerraForm Power, LLC (“Terra LLC”) under the Purchase Agreement (as defined below), completed the acquisition of First Wind Holdings, LLC (“Parent,” together with its subsidiaries, “First Wind”), pursuant to a purchase and sale agreement, dated as of November 17, 2014, as amended by the First Amendment to the Purchase and Sale Agreement, dated as of January 28, 2015 (together, the “Purchase Agreement”), among SunEdison,

11


TerraForm Operating, Terra LLC, First Wind, the members of First Wind and certain other persons party thereto (the “Acquisition”). In the Acquisition, TerraForm First Wind ACQ, LLC purchased from First Wind 500 MW of operating wind power assets and 21 MW of operating solar power assets, and SunEdison purchased all of the equity interests of Parent and all of the outstanding equity interests in certain subsidiaries of Parent that own, directly or indirectly, 306 MW of operating wind power assets, wind and solar development projects representing 1.6 GW of pipeline and backlog and development opportunities representing more than 6.4 GW of wind and solar projects.
Pursuant to the terms of the Purchase Agreement, SunEdison and TerraForm Operating paid total consideration of $2,442 million, which was comprised of cash consideration of $762 million paid by SunEdison and $864 million paid by TerraForm Operating, the issuance of $336 million in aggregate principal amount of 3.75% Guaranteed Exchangeable Senior Secured Notes due 2020 (see Note 8), and contingent consideration measured at fair value of $480 million. The maximum undiscounted potential payout of contingent consideration is $510 million over the three year period following the date of acquisition, and we believe it is probable the maximum amount will be paid.
The fair value of the assets and liabilities acquired is summarized in the Acquisition Accounting section below. The preliminary purchase accounting resulted in the recording of indefinite lived intangible assets using provisional amounts for power plant development arrangements totaling $891 million. Additionally, provisional amounts were used to record certain amortizable intangible assets comprised of long-term PPAs and feed-in tariffs (“FiTs”) totaling $125 million. The long-term PPAs and FiTs are subject to amortization with no residual value. The preliminary estimated fair values were determined based on an income approach and the estimated useful lives of the intangible assets range from 11 to 17 years. Total assets acquired are comprised of $2,444 million attributable to the Renewable Energy Development segment and $1,057 million attributable to the TerraForm Power segment.
The net sales and net loss related to the acquisition of First Wind reflected in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2015 were $129 million and $44 million, respectively. The unaudited pro forma supplementary data presented in the table below gives effect to the First Wind acquisition as if the transaction occurred on January 1, 2014. The pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of our results of operations had the First Wind acquisition been consummated on the date assumed or of our results of operations for any future date.
 
Nine Months Ended September 30,
 
2015
 
2014
In millions
 
 
 
Net sales
$
1,272

 
$
1,336

Net loss
977

 
1,087

The unaudited pro forma net loss for the nine months ended September 30, 2015 and 2014 includes non-recurring pro forma adjustments of $9 million and $53 million, respectively, for interest expense and amortization of deferred financing costs associated with debt incurred for the acquisition of First Wind. Also reflected in the pro forma net loss for the nine months ended September 30, 2014 is the reversal of losses totaling $82 million attributable to the results of certain First Wind operating projects that we did not acquire.
Silver Ridge Power
On July 2, 2014, we completed the acquisition of 50% of the outstanding limited liability company interests of SRP from AES Solar, LLC (“AES Solar”) for total cash consideration of $179 million ($134 million, net of cash acquired). The remaining 50% of the outstanding limited liability company interests of SRP will continue to be held by R/C US Solar Investment Partnership, L.P. (“Riverstone”). SRP’s solar power plant operating projects included the Mt. Signal solar project. Concurrent with the acquisition, we also entered into a Master Transaction Agreement (the "MTA”) with Riverstone. Pursuant to the MTA, concurrently with the closing of the TERP Initial Public Offering (“TERP IPO”), SRP contributed Mt. Signal to the operating entity of TERP in exchange for total consideration valued at $292 million. Consequently, Mt. Signal is consolidated by TERP as discussed below and is excluded from the provisional accounting for the acquired interest in SRP in the table below.
Through our acquisition of this interest in SRP, we acquired 50% of (i) 336 MW of solar power plant operating projects and (ii) a 40% interest in CSOLAR IV West, LLC (“CSolar”), which is currently developing a 183 MW solar power facility with an executed PPA in place with a high-credit utility off-taker. Pursuant to the MTA, concurrently with the closing of the TERP IPO, the parties also entered into a purchase and sale agreement with respect to CSolar. The purchase and sale agreement provides that, following completion of CSolar’s 183 MW facility, which is expected in 2016, and subject to customary closing conditions and receipt of regulatory approvals, we will acquire Riverstone’s share of SRP’s interest in CSolar. Thereafter, we intend to contribute 100% of SRP’s 40% interest in CSolar to TERP.

12


The fair value of the SRP assets and liabilities acquired, excluding Mt. Signal, is summarized in the Acquisition Accounting section below. The fair value of assets and liabilities acquired related to Mt. Signal is included in the TerraForm Power Acquisitions section below. The purchase accounting resulted in the recording of long-term PPAs and FiTs totaling $206 million. The long-term PPAs and FiTs are intangible assets subject to amortization with no residual value. The estimated fair values were determined based on an income approach and the estimated useful lives of the intangible assets range from 17 to 19 years. As part of the original purchase accounting for the SRP purchase, we also recorded liabilities for mandatorily redeemable financial instruments at management’s best estimate of fair value for the remaining 50% interests in the French and Italian projects. During the three month period ended September 30, 2015, we recognized a benefit of $45 million due to the change in fair value of these instruments which is reported in other non-operating expense (income) in the condensed consolidated statement of operations.
In addition we obtained a right, but not an obligation, to acquire AES Solar’s 50% interest in a portfolio of projects located in Italy as part of the SRP acquisition. We exercised this option on October 1, 2015 for a purchase price of $42 million.
As of September 30, 2015, certain of the SRP assets and liabilities met the criteria to be reported as held for sale pursuant to a plan of sale approved by management (see Note 2).
Acquisition Accounting
The estimated allocations of assets and liabilities for the above acquisitions are as follows:
 
2015 Preliminary
 
2014 Final
 
Atlantic Power
 
First Wind
 
SRP
In millions
 
 
 
 
 
Cash and cash equivalents
$
13

 
$
99

 
$
45

Restricted cash
19

 
62

 
48

Accounts receivable
12

 
14

 
26

Investments
20

 
—

 
115

Renewable energy systems & other property, plant and equipment
725

 
1,568

 
573

Goodwill
—

 
437

 
27

Other intangible assets
19

 
1,016

 
206

Other assets
5

 
305

 
112

Total assets acquired
813

 
3,501

 
1,152

Accounts payable and accrued liabilities
8

 
56

 
295

Long-term debt
249

 
289

 
686

Deferred revenue
—

 
459

 
—

Other liabilities
37

 
148

 
82

Total liabilities assumed
294

 
952

 
1,063

Redeemable noncontrolling interests
—

 
4

 
—

Noncontrolling interests
172

 
103

 
56

Fair value of net assets acquired
$
347

 
$
2,442

 
$
33

The initial accounting for the Atlantic Power and First Wind business combinations is not complete because the evaluation necessary to assess the fair values of certain assets acquired and liabilities assumed is in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that any additional information is obtained about the facts and circumstances that existed as of the acquisition date.
The accounting for the SRP business combination is complete and any future adjustments due to changes to the assumptions used to calculate the fair value of acquisition related assets and liabilities will be reflected in the condensed consolidated statements of operations.
Mark Group
On July 15, 2015, we completed the acquisition of Mark Group, a U.K. based solar panel installer, for a purchase price of $24 million in cash, plus deferred consideration of $14 million. As a result of this acquisition, we recognized $38 million in goodwill. On August 27, 2015, the British Parliament announced proposed changes to the U.K. feed-in-tariff program, which would negatively impact the U.K. rooftop solar photovoltaic market and make our long-term plan with respect to this

13


acquisition unviable. In response to these developments and in connection with our strategic decision to optimize business operations in alignment with current and future market opportunities we sold Mark Group in October 2015 to its management group for an immaterial amount of consideration and will exit the residential operations in the U.K. market. Based on the sales price in this subsequent transaction, we determined that the goodwill recognized upon acquisition was impaired, and thus we recognized an impairment charge of $38 million during the three months ended September 30, 2015 which is reported in long-lived asset impairment charges on the unaudited condensed consolidated statement of operations.
Other Acquisitions
For the nine month period ended September 30, 2015, we completed the acquisitions of six additional businesses for total consideration of $49 million, resulting in the recognition of goodwill totaling $7 million.
Renewable Energy Development Pending Acquisitions
Vivint Solar
On July 20, 2015, SunEdison and Vivint Solar, Inc. ("Vivint Solar") entered into an Agreement and Plan of Merger, dated as of July 20, 2015 (as it may be amended from time to time, the "Merger Agreement"), by and among SunEdison, SEV Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SunEdison ("Merger Sub"), and Vivint Solar, pursuant to which SunEdison will acquire Vivint Solar for total consideration currently estimated at approximately $1.6 billion, payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes to be issued in connection with the Merger. Final closing of this acquisition, which is subject to approval by Vivint Solar's shareholders, is expected by the fourth quarter of 2015 or the first quarter of 2016.
In addition, on July 20, 2015, in connection with its entry into the Merger Agreement, SunEdison entered into a purchase agreement (the "TERP Purchase Agreement") with a subsidiary of TERP, pursuant to which SunEdison will sell to TERP (the "TERP Acquisition") certain renewable assets constituting Vivint Solar's rooftop solar portfolio (the "Vivint Operating Assets"), consisting of up to 523 MW as of December 31, 2015, which would be valued at up to $922 million in cash including an advance for projects expected to be acquired from SunEdison following the consummation of the TERP Acquisition (in the form of an interest-bearing, short-term note). We intend to fund the cash portion of the merger consideration primarily from the proceeds of a new $500 million secured debt facility and the completion of the TERP Acquisition. We have entered into a commitment letter with Goldman Sachs Bank USA for a $500 million secured term loan facility. The funding of the term facility is subject to the negotiation of definitive documentation and other customary closing conditions.
Since the announcement of the signing of the Merger Agreement, SunEdison, Merger Sub, Vivint Solar, 313 Acquisition LLC (“313”), a majority holder of the voting power of Vivint Solar common stock, TerraForm Power and Vivint Solar’s directors have been named as defendants in several putative shareholder class actions challenging the proposed Merger and may be named as defendants in future such litigations. For further information see “Risk Factors—Completion of the Vivint Solar acquisition is subject to conditions and if satisfaction of these conditions is delayed or these conditions are not satisfied or waived, the acquisition may be delayed or may not be completed at all.”
Renova Transactions
On July 15, 2015, we entered into a securities purchase agreement with Light Energia S.A. in which we agreed to acquire all of Light Energia's ownership interest, approximately 16%, in Renova for $250 million. The purchase price is payable in shares of SunEdison common stock. This transaction has not yet closed and is subject to customary closing conditions. GLBL entered into an additional agreement on July 15, 2015 with Renova (the "Backlog Agreement") to acquire certain development-stage projects between 2017 and 2020 provided significant conditions and contingencies are met. GLBL subsequently assigned its rights and obligations under the Backlog Agreement to SunEdison. The Backlog Agreement covers twelve wind and hydro-electric projects in Brazil which represent an aggregate capacity of approximately 2.5 GW. These projects are in various stages of planning and development, and this commitment is subject to significant conditions, along with satisfactory due diligence, regulatory approvals and certain third party consents, and each project must also meet certain technical and operational requirements. If the significant conditions and other contingencies described above are met and all 12 projects are acquired, the aggregate consideration for these projects is currently projected at approximately $4 billion.
TerraForm Global Acquisitions
Honiton
On May 14, 2015, GLBL completed the acquisition of 100% of the outstanding shares of Honiton Energy XIL Holdings Limited (“Honiton XIL”) and Honiton Energy BAV Holdings Limited (“Honiton BAV”, and together with Honiton XIL “Honiton”) from Honiton Energy Caymans Limited. Honiton operates three wind energy generation projects located in China

14


with a combined generation capacity of 149 MW. The aggregate cash consideration paid for this acquisition was $109 million. The preliminary fair value of the Honiton assets and liabilities acquired is summarized in the Acquisition Accounting section below.
Witkop/Soutpan
On August 6, 2015, SunEdison completed the acquisition of an additional 41.3% equity interest in the solar projects Witkop and Soutpan located in South Africa with a combined generation capacity of 33 MW from a subsidiary of Chint Solar (Zhejiang) Co., Ltd. The aggregate consideration paid for the 41.3% interests was $39 million in cash. Prior to this purchase, SunEdison held a 9.7% interest in each of these projects which were accounted for as equity method investments. We transferred the fair value ($47 million) of our resulting 51.0% controlling interest in each of these projects to GLBL and recognized a $28 million gain on the remeasurement of our previously held interest in our investments in these projects which is reported in other income in the unaudited condensed consolidated statement of operations for the three and nine month periods ended September 30, 2015. The preliminary fair value of the aggregate Witkop/Soutpan assets and liabilities acquired is summarized in the Acquisition Accounting section below.
Renova Operating Projects
On July 15, 2015, GLBL executed agreements with Renova Energia S.A. (“Renova”) to acquire two wind projects and one hydro-electric project in Brazil that have a combined generation capacity of approximately 336 MW. The aggregate consideration is expected to be $175 million in cash and 20,327,499 shares of GLBL's Class A common stock (see Note 18).
On September 18, 2015, GLBL completed the acquisition of the two Renova operating wind energy projects located in Brazil (Salvador and Bahia) that represent 294 MW of combined generation capacity (the “Renova Transaction”). The fair value of consideration given for these two projects was $321 million, comprised of $117 million in cash funded with the proceeds of GLBL's Senior Notes offering (see Note 8), 20,327,499 shares of GLBL’s Class A common stock valued at $184 million based on the value on September 18, 2015 of $9.03 per share, and a put/call arrangement with a fair value of $20 million (see Note 9). GLBL repaid all of the project-level indebtedness of these projects shortly following the completion of the Renova Transaction.
GLBL expects to acquire the hydro-electric energy project during the fourth quarter for approximately $33 million in cash (after foreign translation effects from the Brazilian Real).
Acquisition Accounting
The preliminary estimated allocations of assets and liabilities for the above acquisitions are as follows:
 
2015 Preliminary
 
Honiton
 
Witkop/Soutpan
 
Renova
In millions
 
 
 
 
 
Cash and cash equivalents
$
4

 
$
1

 
$
5

Restricted cash
9

 
24

 
42

Accounts receivable
18

 
5

 
12

Renewable energy systems & other property, plant and equipment
156

 
211

 
484

Other intangible assets
—

 
81

 
—

Other assets
6

 
4

 
1

Total assets acquired
193

 
326

 
544

Accounts payable and accrued liabilities
15

 
13

 
5

Long-term debt
69

 
182

 
215

Other liabilities
—

 
38

 
3

Total liabilities assumed
84

 
233

 
223

Noncontrolling interests
—

 
46

 
—

Fair value of net assets acquired
$
109

 
$
47

 
$
321

The initial accounting for Honiton, Witkop/Soutpan, and Renova business combinations is not complete because the evaluation necessary to assess the fair values of certain assets acquired and liabilities assumed is in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that any additional information is obtained about the facts and circumstances that existed as of the acquisition date.

15


Other Acquisitions
For the nine month period ended September 30, 2015, GLBL completed the acquisition of an additional business for total consideration of $9 million.
TerraForm Global Subsequent Events
FERSA Transaction
On October 7, 2015, GLBL completed the acquisition of three Indian wind projects, Bhakrani, Gadag and Hanumanhatti, which represent 102 MW of combined generation capacity, from Fersa Energias Renovables, S.A. (“FERSA”), a Spanish wind developer (the “FERSA Transaction”). The aggregate consideration for the FERSA Transaction was approximately $33 million in cash funded with proceeds of the offering of the Senior Notes. The cash consideration was held in an escrow account at September 30, 2015 and was released to FERSA upon completion of the acquisition. The cash consideration that was held in escrow is reflected as restricted cash on the accompanying condensed consolidated balance sheet. In addition, GLBL repaid $39 million of the project-level indebtedness of these projects in connection with the completion of the FERSA Transaction. The debt settlement payment is reflected within other assets on the accompanying condensed consolidated balance sheet.
LAP Transaction
On May 19, 2015, SunEdison Holdings Corporation (“Holdings”), a wholly owned subsidiary of SunEdison and the immediate parent of TERP and GLBL, entered into an Amended and Restated Share Purchase Agreement (the “Share Purchase Agreement”) with the shareholders of Latin America Power Holding, B.V. (“LAP”) to acquire the shares of LAP (the “LAP Transaction”). SunEdison guaranteed the payment obligations of Holdings under the Share Purchase Agreement. TERP guaranteed the part of the consideration payable by Holdings under the Share Purchase Agreement for two renewable energy projects in Chile, for which TERP would receive a purchase option following the closing of the LAP Transaction. The LAP Transaction included, among other things, Holdings acquiring six operating hydro-electric projects located in Peru with a combined generation capacity of 73 MW (the “Peru Projects”). Holdings intended to transfer the Peru Projects to GLBL after the closing of the acquisition. Holdings’ obligation to complete the acquisition contemplated by the Share Purchase Agreement was subject to the satisfaction of various closing conditions. In addition, the Share Purchase Agreement provided that subject to certain conditions each party could terminate the agreement if the closing did not occur on or prior to September 30, 2015.
On October 1, 2015, Holdings received a notice from the sellers purporting to terminate the Share Purchase Agreement. Following receipt of such notice, Holdings exercised its right under the Share Purchase Agreement to terminate the agreement based on the failure by the sellers to satisfy certain conditions precedent to closing and the transaction not closing prior to September 30, 2015. As a result of such termination, Holdings will not acquire the Peru projects.
On November 6, 2015, Holdings received a request for arbitration naming SunEdison, Holdings and TERP as respondents. In the request for arbitration, the claimants request, among other things, damages in an amount not less than $150 million. SunEdison and TERP believe their positions are well-founded and intend to defend themselves vigorously. However, SunEdison and TERP are in the preliminary stages of reviewing the request for arbitration and, as a result, are unable to provide reasonable estimates as to any potential liability (see Note 12).
TerraForm Global Pending Acquisitions
BioTherm Transaction
On April 24, 2015, GLBL entered into a purchase and sale agreement to acquire a controlling interest in certain operating renewable energy generation assets located in South Africa with a combined generation capacity of 33 MW from BTSA Netherlands Cooperatie U.A. (“BioTherm”). The aggregate consideration payable for these three projects is approximately $63 million, comprised of approximately $55 million in cash and 544,055 shares of GLBL’s Class A common stock, which is contractually determined. In addition to the foregoing, GLBL has agreed to pay BioTherm approximately $20.5 million in additional cash consideration for certain rights and services.
On August 13, 2015, GLBL placed $20.3 million and 544,055 shares of GLBL Class A common stock into an escrow account to be used as purchase consideration for the two solar projects (Aries and Konkoonsies) and paid the full purchase price of $27 million in cash for the purchase of the wind project (Klipheuwel). The cash held in escrow and cash paid for Klipheuwel is reported within other assets on the unaudited condensed consolidated balance sheet as of September 30, 2015 and the related GLBL Class A common stock is reported as issued. The completion of the BioTherm transaction remains subject to obtaining consents from the South African Department of Energy and project lenders and is expected to occur before the end of the first quarter in 2016.

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Solarpack Transaction
In April 2015, GLBL entered into a share purchase agreement to acquire certain operating renewable energy generation assets located in Uruguay with a combined generation capacity of 26 MW from Solarpack Corporación Tecnológica, S.L. (“Solarpack”). The aggregate consideration that will be paid for this acquisition is $35 million in cash. The Solarpack transaction is expected to close by the end of 2015 upon the projects' achievement of commercial operation.
GME
In June 2015, GLBL signed an agreement with the shareholders of Globeleq Mesoamérica Energy (Wind) Limited (“GME”) to acquire four wind projects and a solar operating project in Honduras, Costa Rica and Nicaragua representing a combined generation capacity of 326 MW (the “GME Projects”), as well as GME’s wind and solar development platform. The consummation of the transaction is subject to various conditions, including obtaining consents from the project lenders.  GLBL is working with GME, SunEdison, the project lenders and others to satisfy the closing conditions and currently anticipate that the transaction will close by the end of 2015. However, various of the closing conditions are beyond our control and the transaction may not close at the time and on the terms anticipated.  The aggregate consideration payable by GLBL to GME is comprised of $340 million in cash and 701,754 shares of GLBL’s Class A common stock, plus interest of 15% per annum on the purchase price accruing from October 1, 2015.
TerraForm Power Acquisitions
Northern Lights
On June 30, 2015, TERP acquired two utility scale, ground mounted solar facilities from Invenergy Solar LLC (“Northern Lights”). The facilities are located in Ontario, Canada and have a total capacity of 25 MW. The facilities are contracted under long-term PPAs with an investment grade utility with a credit rating of Aa2, and the PPAs have a weighted average remaining life of 18 years. The aggregated consideration paid for this acquisition was $104 million in cash. The preliminary fair value of the Northern Light assets and liabilities acquired are summarized in the Acquisition Accounting section below.
Capital Dynamics
On December 18, 2014, TERP acquired 78 MW of distributed generation renewable energy systems in the U.S. from Capital Dynamics U.S. Solar Energy Fund, L.P., a closed-end private equity fund. This portfolio consists of 42 solar energy systems located in California, Massachusetts, New Jersey, New York, and Pennsylvania. The aggregate consideration paid for this acquisition was $258 million in cash. The preliminary fair value of the Capital Dynamics assets and liabilities acquired are summarized in the Acquisition Accounting section below.
Mt. Signal
Effective July 2, 2014, TERP acquired a 266 MW utility scale renewable energy system located in Mt. Signal, California (“Mt. Signal”) in exchange for share-based consideration in TERP consisting of (i) 5,840,000 Class B1 units (and a corresponding number of shares of Class B1 common stock) equal in value to $146 million and (ii) 5,840,000 Class B units (and a corresponding number of shares of Class B common stock) equal in value to $146 million. The fair value of the Mt. Signal assets and liabilities acquired are summarized in the Acquisition Accounting section below.

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Acquisition Accounting
The estimated allocations of assets and liabilities for the above acquisitions are as follows:
 
2015 Preliminary
 
2014 Preliminary
 
2014 Final
 
Northern Lights
 
Capital Dynamics
 
Mt. Signal
In millions
 
 
 
 
 
Cash and cash equivalents
$
3

 
$
—

 
$
—

Restricted cash
—

 
—

 
22

Accounts receivable
1

 
8

 
12

Renewable energy systems
75

 
252

 
650

Other intangible assets
26

 
75

 
120

Other assets
—

 
23

 
12

Total assets acquired
105

 
358

 
816

Accounts payable and accrued liabilities
—

 
1

 
23

Long-term debt
—

 
—

 
413

Other liabilities
1

 
79

 
5

Total liabilities assumed
1

 
80

 
441

Redeemable noncontrolling interests
—

 
20

 
—

Noncontrolling interests
—

 
—

 
83

Fair value of net assets acquired
$
104

 
$
258

 
$
292

The purchase accounting for these acquisitions resulted in recognition of intangible assets for long-term PPAs totaling $221 million. These intangible assets are subject to amortization with no residual value. The estimated fair values were determined based on an income approach, and the estimated useful lives of these intangible assets range from 10 to 24 years.
The initial accounting for Capital Dynamics and Northern Lights business combinations are not complete because the evaluations necessary to assess the fair values of certain assets acquired and liabilities assumed are in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that any additional information is obtained about the facts and circumstances that existed as of the acquisition dates.
The accounting for Mt. Signal business combinations is complete and any future adjustments due to changes of the assumptions used to calculate the fair value of acquisition related assets and liabilities will be reflected in the consolidated statements of operations.
Other Acquisitions
During the nine months ended September 30, 2015, TERP acquired 66 solar generation facilities with a combined nameplate capacity of 38 MW for aggregate consideration of $91 million, net of cash acquired, and $16 million of project-level debt assumed. The facilities are located in six states in the U.S. and Ontario, Canada. The facilities are contracted under long-term PPAs with commercial and municipal customers and the PPAs have a weighted-average remaining life of approximately 15 years.
TerraForm Power Pending Acquisitions
Invenergy
On June 30, 2015, TERP entered into a definitive agreement to acquire net ownership of 930 MW of operating and under construction wind power plants from Invenergy Wind Global LLC (together with its subsidiaries, “Invenergy”) for approximately $1.1 billion in cash and the assumption of approximately $818 million of project-level indebtedness. TERP has obtained commitments for a senior unsecured bridge facility of up to $860 million to fund the acquisition of these wind power plants (see Note 8).
Vivint Solar Assets
In connection with SunEdison's pending acquisition of Vivint Solar, TERP entered into the TERP Purchase Agreement with SunEdison to acquire the Vivint Operating Assets and an interim agreement (the “Vivint Interim Agreement”) relating to, among other items, TERP’s purchase at fair market value, subject to downward price adjustment to achieve certain minimum

18


returns, of additional completed residential and small commercial solar systems for a five year period from the acquired business, including up to 450 MW in 2016 and up to 500 MW per year thereafter, and the provision of operation and maintenance services by SunEdison for the Vivint Operating Assets, including potential repairs and retrofits. The arrangements under the Vivint Interim Agreement are subject to definitive documentation.
The TERP Purchase Agreement provides for, at the closing of the Merger, the acquisition of solar systems with an expected nameplate capacity of up to 523 MW as of December 31, 2015, which would be valued at up to $922 million. In the event the value of the Vivint Operating Assets delivered is less than $922 million, the agreement provides that a portion of the purchase price representing the value of the shortfall will be an advance payment (in the form of an interest-bearing, short-term note) for future acquisition of residential systems or other renewable energy facilities from SunEdison. TERP intends to finance the TERP Acquisition with existing cash, availability under TERP’s revolving credit facility and the assumption or incurrence of project-level debt. Additionally, on July 20, 2015, TERP obtained commitments for a senior unsecured bridge facility which provides TERP with up to $960 million to fund the acquisition of the Vivint Operating Assets, including related acquisition costs, if the intended financing plan above cannot be achieved.
4. INVESTMENTS
The carrying value of investments consists of the following:
 
As of September 30, 2015
 
As of December 31, 2014
In millions
 
 
 
Equity method investments
$
134

 
$
133

Cost method and other investments
22

 
16

Total investments
$
156

 
$
149

NexTracker
In September 2015, we sold our equity method investment in NexTracker, Inc. ("NexTracker") in connection with the acquisition of NexTracker by an unrelated third party. We received $51 million in upfront cash consideration in the transaction, which resulted in the recognition of a gain in other income of $45 million during the three months ended September 30, 2015. We are entitled to additional consideration of $8 million which is currently held in escrow subject to NexTracker's payment of its outstanding contingencies over the next 18 months. Additionally, we are entitled to incremental consideration of up to $12 million and $6 million, respectively, contingent upon NexTracker’s achievement of specified revenue targets over the next one- and two-year periods. The escrow and contingent consideration amounts will be recognized as incremental gains as and when received.
Four Brothers
During the second quarter of 2015, we established a joint venture with Dominion Solar Projects III, Inc. ("Dominion") for Four Brothers, a 420 MW solar energy project located in Utah (the “Dominion Joint Venture”). The Four Brothers project is contracted under long-term PPAs for 20 years with PacifiCorp, a subsidiary of Berkshire Hathaway Energy. The project is now under construction and fully financed with an expected commercial operation date of mid-2016. We have accounted for our interest in Four Brothers as an equity method investment. The carrying value of our investment in Four Brothers as of September 30, 2015 was $31 million.
Three Cedars
During the third quarter of 2015, we expanded the Dominion Joint Venture to include Three Cedars, a 263 MW solar energy project located in Utah. The project is contracted under long-term PPAs for 20 years with PacifiCorp. The project is now under construction and fully financed with an expected commercial operation date of mid-2016. Prior to the sale of a controlling interest to Dominion, we held 100% ownership of the Three Cedars project. Following the sale to Dominion, we deconsolidated Three Cedars and recognized a gain of approximately $57 million on the sale of our investment, which is reported in other income in our unaudited condensed consolidated statement of operations for the three months ended September 30, 2015. We have accounted for our remaining interest in Three Cedars as an equity method investment. The carrying value of our investment in Three Cedars as of September 30, 2015 was $21 million.

19


Dominion Investment
In September 2015, DSP Acquisition Holdings, LLC, an indirect subsidiary of SunEdison, entered into a Purchase and Sale Agreement ("PSA") with subsidiaries of Dominion for the acquisition of a 33% interest in a 424 MW portfolio of solar energy projects. Each solar energy project is expected to be operational at closing of the PSA. The purchase price for the 33% interest is expected to be $297 million, subject to certain specified purchase price adjustments. This transaction is expected to close during the fourth quarter of 2015, subject to certain closing conditions, and we plan to fund this investment with equity and committed project debt financing (see the J.P. Morgan Asset Management Strategic Equity Partnership discussion in Note 8 for additional details).
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
 
 
As of September 30, 2015
 
As of December 31, 2014
In millions
 
 
 
 
Land
 
$
5

 
$
7

Software
 
17

 
10

Buildings and improvements
 
101

 
98

Machinery and equipment
 
496

 
457

Renewable energy systems
 
8,438

 
4,709

Total property, plant and equipment in service, at cost
 
$
9,057

 
$
5,281

Less accumulated depreciation
 
(624
)
 
(572
)
Total property, plant and equipment in service, net
 
$
8,433

 
$
4,709

Construction in progress – renewable energy systems
 
2,121

 
956

Construction in progress – other
 
805

 
811

Total property, plant and equipment, net
 
$
11,359

 
$
6,476

During the nine month period ended September 30, 2015, we incurred impairment charges of $9 million for construction in progress related to certain renewable energy projects, which are reported in long-lived asset impairment charges in the condensed consolidated statements of operations.
6. GOODWILL
The changes in the carrying amount of goodwill during the nine months ended September 30, 2015 are as follows:
In millions
 
 
Balance as of December 31, 2014
 
$
73

Goodwill recognized in acquisitions (see Note 3)
 
480

Impairment of goodwill related to Mark Group Ltd. (see Note 3)
 
(38
)
Measurement period adjustments
 
(1
)
Currency translation adjustment
 
(3
)
Balance as of September 30, 2015
 
$
511

Goodwill balances referenced above relate to the Renewable Energy Development segment.

20


7. OTHER INTANGIBLE ASSETS
Other intangible assets consist of the following:
 
 
September 30, 2015
 
December 31, 2014
 
Weighted
Average
Amortization
Period (years)
Gross Carrying Amount
 
Accumulated Amortization
Allocated to Renewable Energy
Systems
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization
Allocated to Renewable Energy
Systems
 
Net Carrying Amount
In millions
 
 
 
 
 
 
 
 
 
 
 
 
Amortizable intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
PPAs and FiTs
20
$
621

 
$
(28
)
 
$
593

 
$
553

 
$
(13
)
 
$
540

Other
4
57

 
(24
)
 
33

 
29

 
(9
)
 
20

Total amortizable intangible assets
19
$
678

 
$
(52
)
 
$
626

 
$
582

 
$
(22
)
 
$
560

Indefinite lived assets:
 
 
 
 
 
 
 
 
 
 
 
 
Power plant development arrangements
Indefinite
$
890

 
$
(30
)
 
$
860

 
$
116

 
$
(93
)
 
$
23

Other
Indefinite
4

 
—

 
4

 
3

 
—

 
3

Total indefinite lived assets
 
$
894

 
$
(30
)
 
$
864

 
$
119

 
$
(93
)
 
$
26

Total other intangible assets
 
$
1,572

 
$
(82
)
 
$
1,490

 
$
701

 
$
(115
)
 
$
586

During the nine month period ended September 30, 2015, we incurred impairment charges of $8 million for our power plant development arrangements, which are classified in long-lived asset impairment charges in the condensed consolidated statements of operations.

21


8. LONG-TERM DEBT AND OTHER FINANCING TRANSACTIONS
Debt, including consolidated variable interest entities ("VIEs"), consists of the following:
 
 
 
 
As of September 30, 2015
 
As of December 31, 2014
In millions
 
Weighted Average Annual Interest Rate
 
Total
 
Current and Short-Term
 
Long-Term
 
Total
 
Current and Short-Term
 
Long-Term
Renewable Energy Development segment debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible senior notes, net of discounts
 
2.05%
 
$
1,862

 
$
—

 
$
1,862

 
$
1,346

 
$
—

 
$
1,346

Margin loan
 
6.25%
 
404

 
—

 
404

 
—

 
—

 
—

Exchangeable notes
 
3.75%
 
336

 
—

 
336

 
—

 
—

 
—

SMP Ltd. credit facilities(a)
 
5.40%
 
334

 
70

 
264

 
355

 
107

 
248

First Reserve warehouse term loan(a)
 
5.25%
 
465

 
5

 
460

 
—

 
—

 
—

TerraForm Private warehouse term loan(a)
 
5.00%
 
280

 
1

 
279

 
—

 
—

 
—

System pre-construction, construction and term debt(b)
 
4.67%
 
2,065

 
1,114

 
951

 
1,360

 
573

 
787

Financing leaseback obligations(c)
 
4.59%
 
1,468

 
11

 
1,457

 
1,404

 
14

 
1,390

Other credit facilities(d)
 
4.47%
 
670

 
507

 
163

 
364

 
235

 
129

Total Renewable Energy Development segment debt
 
 
 
7,884


1,708


6,176


4,829


929


3,900

TerraForm Power segment debt(a):
 
 
 
 
 
 
 
 
 
 
 
 
 

Senior notes, net of discounts
 
5.94%
 
1,250

 
—

 
1,250

 
—

 
—

 
—

Term loan facility
 
—%
 
—

 
—

 
—

 
574

 
6

 
568

Other system financing transactions
 
5.22%
 
1,298

 
117

 
1,181

 
1,024

 
74

 
950

Total TerraForm Power segment debt
 
 
 
2,548


117


2,431


1,598


80


1,518

TerraForm Global segment debt(a):
 
 
 

 
 
 
 
 

 
 
 
 
GLBL acquisition facility
 
—%
 
—

 
—

 
—

 
150

 
2

 
148

Senior notes
 
9.75%
 
800

 
—

 
800

 
—

 
—

 
—

Other system financing transactions
 
12.15%
 
440

 
80

 
360

 
416

 
67

 
349

Total TerraForm Global segment debt
 
 
 
1,240


80


1,160


566


69


497

Total debt outstanding
 
 
 
$
11,672


$
1,905


$
9,767


$
6,993


$
1,078


$
5,915

________________________
(a) Non-recourse to SunEdison
(b) Includes $54 million and $8 million of debt with recourse to SunEdison as of September 30, 2015 and December 31, 2014, respectively
(c) Includes $32 million of debt with recourse to SunEdison as of December 31, 2014  
(d) Includes $388 million and $215 million of debt with recourse to SunEdison as of September 30, 2015 and December 31, 2014, respectively
Renewable Energy Development Segment Debt
Convertible Senior Notes Due 2018 and 2021
On December 20, 2013, we issued $600 million in aggregate principal amount of 2.00% convertible senior notes due 2018 (the "2018 Notes") and $600 million aggregate principal amount of 2.75% convertible senior notes due 2021 (the "2021 Notes", and together with the 2018 Notes, the "2018/2021 Notes") in a private placement offering. We received net proceeds, after payment of debt financing fees, of $1,167 million in the offering, before payment of the net cost of the call spread overlay described below.
Interest on the 2018 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2014. Interest on the 2021 Notes is payable on January 1 and July 1 of each year, beginning on July 1, 2014. The 2018 Notes and the 2021 Notes mature on October 1, 2018 and January 1, 2021, respectively, unless earlier converted or purchased.

22


The 2018/2021 Notes are convertible at any time until the close of business on the business day immediately preceding July 1, 2018 (in the case of the 2018 Notes) or October 1, 2020 (in the case of the 2021 Notes) only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending March 31, 2014, if the closing sale price of our common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 120% of the conversion price of the 2018/2021 Notes in effect on each applicable trading day; (2) during the five consecutive business day period following any 10 consecutive trading-day period in which the trading price for the 2018/2021 Notes for each such trading day is less than 98% of the closing sale price of our common stock on such trading day multiplied by the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate events. The 2018/2021 Notes were not convertible as of September 30, 2015. On and after July 1, 2018 (in the case of the 2018 Notes) or October 1, 2020 (in the case of the 2021 Notes) and until the close of business on the second scheduled trading day immediately prior to the applicable stated maturity date, the 2018/2021 Notes are convertible regardless of the foregoing conditions based on an initial conversion price of $14.62 per share of our common stock.
The conversion price will be subject to adjustment in certain events, such as distributions of dividends or stock splits. The 2018/2021 Notes are convertible only into cash, shares of our common stock or a combination thereof at our election. However, we were required to settle conversions solely in cash until we obtained the requisite approvals from our stockholders to (i) amend our Amended and Restated Certificate of Incorporation to sufficiently increase the number of authorized but unissued shares of our common stock to permit the conversion and settlement of the 2018/2021 Notes into shares of our common stock, and (ii) authorize the issuance of the maximum numbers of shares described above in accordance with the continued listing standards of the New York Stock Exchange. At our annual stockholders meeting on May 29, 2014, the requisite majority of the outstanding shares of our common stock approved these measures, and we subsequently filed a related amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. Holders may also require us to repurchase all or a portion of the 2018/2021 Notes upon a fundamental change, as defined in the indenture agreement, at cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. In the event of certain events of default, such as our failure to make certain payments, pay debts as they become due or perform or observe certain obligations thereunder, the trustee or holders of a specified amount of then outstanding 2018/2021 Notes will have the right to declare all amounts then outstanding due and payable. We may not redeem the 2018/2021 Notes prior to the applicable stated maturity date.
The 2018/2021 Notes are general unsecured obligations and rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the 2018/2021 Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and effectively subordinated to all existing and future indebtedness (including trade payables) incurred by our subsidiaries.
From December 20, 2013 through May 29, 2014, the period in which we would have been required to settle conversions in cash if exercised, the embedded conversion options (the "2018/2021 Conversion Options") within the 2018/2021 Notes were separated from the 2018/2021 Notes and accounted for separately as derivative instruments (derivative liabilities) with changes in fair value reported in the consolidated statements of operations, as further discussed in the Loss on Convertible Notes Derivatives section below. Upon obtaining the requisite approvals from our stockholders as discussed above, the 2018/2021 Conversion Options were considered equity instruments. Thus, as of May 29, 2014, the 2018/2021 Conversion Options were remeasured at fair value, or $888 million, with the change in fair value reported in the consolidated statement of operations, and the resulting fair value of the 2018/2021 Conversion Options was reclassified to Stockholders' Equity. Changes in fair value subsequent to May 29, 2014 are not recognized in the consolidated statement of operations as long as the instruments continue to qualify to be classified as equity.
On May 12, 2015, we entered into privately negotiated exchange agreements (the “2018/2021 Exchange Agreements”) with a limited number of holders of our outstanding 2018/2021 Notes. Pursuant to the 2018/2021 Exchange Agreements, we exchanged $600 million aggregate principal amount of outstanding 2018 Notes and 2021 Notes ($300 million of the 2018 Notes and $300 million of the 2021 Notes) for 41 million shares of common stock underlying the 2018/2021 Notes to be exchanged and $63 million in cash. We recognized a loss on the extinguishment of debt of $75 million which included the write-off of the related unamortized debt issuance costs.

23


Call Spread Overlay for Convertible Senior Notes Due 2018 and 2021
Concurrent with the issuance of the 2018/2021 Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the "2018/2021 Note Hedges") and warrant transactions (collectively, the "2018/2021 Warrants" and together with the 2018/2021 Note Hedges, the “2018/2021 Call Spread Overlay”), with certain of the initial purchasers of the 2018/2021 Notes or their affiliates. Assuming full performance by the counterparties, the 2018/2021 Call Spread Overlay is designed to effectively reduce our potential payout over the principal amount on the 2018/2021 Notes upon conversion.
Under the terms of the 2018/2021 Note Hedges, we purchased from affiliates of certain of the initial purchasers of the 2018/2021 Notes options to acquire, at an exercise price of $14.62 per share, subject to anti-dilution adjustments, up to 82 million shares of our common stock. Each 2018/2021 Note Hedge is a separate transaction, entered into by us with each option counterparty, and is not part of the terms of the 2018/2021 Notes. Each 2018/2021 Note Hedge is exercisable upon the conversion of the 2018/2021 Notes and expires on the corresponding maturity dates of the 2018/2021 Notes. The option counterparties are generally obligated to settle their obligations to us upon exercise of the 2018/2021 Note Hedges in the same manner as we satisfy our obligations to holders of the 2018/2021 Notes.
Under the terms of the 2018/2021 Warrants, we sold to affiliates of certain of the initial purchasers of the 2018/2021 Notes warrants to acquire, on the stated expiration date of each 2018/2021 Warrant, up to 82 million shares of our common stock at an exercise price of $18.35 and $18.93 per share, for the 2018 warrants and 2021 warrants, respectively, subject to anti-dilution adjustments. Each 2018/2021 Warrant transaction is a separate transaction, entered into by us with each option counterparty, and is not part of the terms of the 2018/2021 Notes.
From December 20, 2013 through May 29, 2014, the period in which we would have been required to settle the 2018/2021 Note Hedges and 2018/2021 Warrants in cash if exercised, these instruments were required to be accounted for as derivative instruments with changes in fair value reported in the consolidated statements of operations, as further discussed in the Loss on Convertible Notes Derivatives section below. Upon obtaining the requisite approvals from our stockholders discussed above, the 2018/2021 Note Hedges and 2018/2021 Warrants were considered equity instruments. Thus, as of May 29, 2014, the 2018/2021 Note Hedges and 2018/2021 Warrants were remeasured at fair value (asset of $880 million and liability of $753 million respectively), with the changes in fair value reported in the consolidated statement of operations, and the resulting fair values of the 2018/2021 Note Hedges and 2018/2021 Warrants were reclassified to Stockholders' Equity. Changes in fair value subsequent to May 29, 2014 will not be recognized in the consolidated statement of operations as long as the instruments continue to qualify to be classified as equity.
Upon entrance into the 2018/2021 Exchange Agreements, the parties agreed to unwind the portion of the 2018/2021 Note Hedges related to the exchanged 2018/2021 Notes for a total cash settlement of $635 million, calculated by reference to the weighted price of our common stock on the settlement date, received by us. In addition, the parties agreed to unwind the portion of the 2018/2021 Warrants related to the exchanged 2018/2021 Notes for a total cash settlement of $632 million, calculated by reference to the weighted average price of our common stock on the settlement date, paid by us. The settlement of this portion of the 2018/2021 Call Spread Overlay was recorded as an adjustment to additional paid in capital.
Loss on Convertible Notes Derivatives
For the nine month period ended September 30, 2014, we recognized a net loss of $499 million related to the change in the fair value of the 2018/2021 Conversion Options, the 2018/2021 Note Hedges and 2018/2021 Warrants (the "2018/2021 Convertible Notes Derivatives") prior to the reclassification of these instruments to Stockholders' Equity as discussed above, which is reported in loss on convertible notes derivatives, net in the consolidated statement of operations, as follows:
In millions
Nine Months Ended September 30, 2014
Conversion Options
$
382

Note Hedges
(366
)
Warrants
483

Total loss on convertible note derivatives, net
$
499


24


The 2018/2021 Convertible Notes Derivatives were measured at fair value using a Black-Scholes valuation model as these instruments are not traded on an open market. Significant inputs to the valuation model, which have been identified as Level 2 inputs, were as follows:
 
Conversion Options
 
Note Hedges
 
Warrants
 
Due 2018
 
Due 2021
 
Due 2018
 
Due 2021
 
Due 2018
 
Due 2021
Stock price
$
20.50

 
$
20.50

 
$
20.50

 
$
20.50

 
$
20.50

 
$
20.50

Exercise price
$
14.62

 
$
14.62

 
$
14.62

 
$
14.62

 
$
18.35

 
$
18.93

Risk-free rate
1.34
%
 
1.95
%
 
1.30
%
 
1.93
%
 
1.45
%
 
2.30
%
Volatility
45
%
 
45
%
 
45
%
 
45
%
 
42
%
 
42
%
Dividend yield
—
%
 
—
%
 
—
%
 
—
%
 
—
%
 
—
%
Maturity
2018

 
2021

 
2018

 
2021

 
2018

 
2021

Further details of the inputs above are as follows:
•Stock price - The closing price of our common stock on May 29, 2014
•Exercise price - The exercise (or conversion) price of the derivative instrument
•Risk-free rate - The Treasury Strip rate associated with the life of the derivative instrument
•Volatility - The volatility of our common stock over the life of the derivative instrument
Convertible Senior Notes Due 2020
On June 10, 2014, we issued $600 million in aggregate principal amount of 0.25% convertible senior notes due 2020 (the "2020 Notes") in a private placement offering. We received net proceeds, after payment of debt financing fees, of $585 million in the offering, before payment of the net cost of the call spread overlay described below.
Interest on the 2020 Notes is payable on July 15 and January 15 of each year, beginning on January 15, 2015. The 2020 Notes mature on January 15, 2020, unless earlier converted or purchased.
The 2020 Notes are convertible at any time until the close of business on the business day immediately preceding October 15, 2019 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending September 30, 2014, if the closing sale price of our common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the 2020 Notes in effect on each applicable trading day; (2) during the five consecutive business day period following any 10 consecutive trading-day period in which the trading price for the 2020 Notes for each such trading day is less than 98% of the closing sale price of our common stock on such trading day multiplied by the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate events. The 2020 Notes were not convertible as of September 30, 2015. On and after October 15, 2019 and until the close of business on the second scheduled trading day immediately prior to the applicable stated maturity date, the 2020 Notes are convertible regardless of the foregoing conditions based on an initial conversion price of $26.87 per share of our common stock.
The conversion price will be subject to adjustment in certain events, such as distributions of dividends or stock splits. The 2020 Notes are convertible into cash, shares of our common stock or a combination thereof at our election. Holders may also require us to repurchase all or a portion of the 2020 Notes upon a fundamental change, as defined in the indenture agreement, at cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. In the event of certain events of default, such as our failure to make certain payments or perform or observe certain obligations thereunder, the trustee or holders of a specified amount of then outstanding 2020 Notes will have the right to declare all amounts then outstanding due and payable. We may not redeem the 2020 Notes prior to the applicable stated maturity date.
The 2020 Notes are general unsecured obligations and rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the 2020 Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and effectively subordinated to all existing and future indebtedness (including trade payables) incurred by our subsidiaries.

25


The embedded conversion options within the 2020 Notes are indexed to our common stock and thus were classified as equity instruments upon issuance of the 2020 Notes. The initial fair value of the embedded conversion options was recognized as a reduction in the carrying value of the 2020 Notes in the consolidated balance sheet and such discount will be amortized and recognized as interest expense over the term of the 2020 Notes. Subsequent changes in fair value are not recognized as long as the instruments continue to qualify to be classified as equity.
Call Spread Overlay for Convertible Senior Notes Due 2020
Concurrent with the issuance of the 2020 Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the "2020 Note Hedges") and warrant transactions (collectively, the "2020 Warrants" and together with the 2020 Note Hedges, the “2020 Call Spread Overlay”), with certain of the initial purchasers of the 2020 Notes or their affiliates. Assuming full performance by the counterparties, the 2020 Call Spread Overlay is meant to effectively reduce our potential payout over the principal amount on the 2020 Notes upon conversion of the 2020 Notes.
Under the terms of the 2020 Note Hedges, we purchased from affiliates of certain of the initial purchasers of the 2020 Notes options to acquire, at an exercise price of $26.87 per share, subject to anti-dilution adjustments, up to 22 million shares of our common stock. Each 2020 Note Hedge is a separate transaction, entered into by us with each option counterparty, and is not part of the terms of the 2020 Notes. Each 2020 Note Hedge is exercisable upon the conversion of the 2020 Notes and expires on the corresponding maturity dates of the 2020 Notes.
Under the terms of the 2020 Warrants, we sold to affiliates of certain of the initial purchasers of the 2020 Notes warrants to acquire, on the stated expiration date of each 2020 Warrant, up to 22 million shares of our common stock at an exercise price of $37.21 per share, subject to anti-dilution adjustments. Each 2020 Warrant transaction is a separate transaction, entered into by us with each option counterparty, and is not part of the terms of the 2020 Notes.
The 2020 Note Hedges and 2020 Warrants are indexed to our common stock and thus were classified as equity instruments upon issuance and recognized at fair value based on the negotiated transaction prices. Subsequent changes in fair value are not recognized as long as the instruments continue to qualify to be classified as equity.
Convertible Senior Notes Due 2022
On January 27, 2015, we issued $460 million in aggregate principal amount of 2.375% convertible senior notes due 2022 (the "2022 Notes") in a private placement offering. We received net proceeds, after payment of debt financing fees, of $448 million in the offering, before payment of the net cost of the capped call feature described below.
Interest on the 2022 Notes is payable semiannually on April 15 and October 15 of each year, beginning on October 15, 2015. The 2022 Notes mature on April 15, 2022, unless earlier converted or purchased.
The 2022 Notes are convertible at any time until the close of business on the business day immediately preceding April 15, 2022 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending March 31, 2015, if the closing sale price of our common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the 2022 Notes in effect on each applicable trading day; (2) during the five consecutive business day period following any 10 consecutive trading-day period in which the trading price for the 2022 Notes for each such trading day is less than 98% of the closing sale price of our common stock on such trading day multiplied by the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate events. The 2022 Notes were not convertible as of September 30, 2015. On and after January 15, 2022 and until the close of business on the second scheduled trading day immediately prior to the applicable stated maturity date, the 2022 Notes are convertible regardless of the foregoing conditions based on an initial conversion price of $25.25 per share of our common stock.
The conversion price will be subject to adjustment in certain events, such as distributions of dividends or stock splits. The 2022 Notes are convertible into cash, shares of our common stock or a combination thereof at our election. Holders may also require us to repurchase all or a portion of the 2022 Notes upon a fundamental change, as defined in the indenture agreement, at cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. In the event of certain events of default, such as our failure to make certain payments or perform or observe certain obligations thereunder, the trustee or holders of a specified amount of then outstanding 2022 Notes will have the right to declare all amounts then outstanding due and payable. We may not redeem the 2022 Notes prior to the applicable stated maturity date.

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The 2022 Notes are general unsecured obligations and rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and effectively subordinated to all existing and future indebtedness (including trade payables) incurred by our subsidiaries.
Capped Call Feature for Convertible Senior Notes Due 2022
In connection with the issuance of the 2022 Notes in January 2015, we paid $38 million to enter into privately negotiated capped call option agreements to reduce the potential dilution to holders of our common stock upon conversion of the 2022 Notes. The capped call options have a cap price of $32.72 and an initial strike price of $25.25, which is equal to the initial conversion price of the 2022 Notes. The capped call options expire on April 15, 2022. The capped call option agreements are separate transactions, are not a part of the terms of the 2022 Notes, and do not affect the rights of the holders of the 2022 Notes. The capped call options are expected generally to reduce the potential dilution with respect to our common stock upon conversion of the 2022 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2022 Notes in the event that the market price of our common stock is greater than the strike price of the capped call options, with such reduction of potential dilution or offset of cash payments subject to a cap based on the cap price of the capped call options.
Convertible Senior Notes Due 2023 and 2025
On May 20, 2015, we issued $450 million in aggregate principal amount of 2.625% convertible senior notes due 2023 (the "2023 Notes") and $450 million aggregate principal amount of 3.375% convertible senior notes due 2025 (the "2025 Notes," and together with the 2023 Notes, the "2023/2025 Notes") in a private placement offering. We received net proceeds, after payment of debt financing fees, of $860 million in the offering, before the exchange of $300 million of the outstanding aggregate principal amount of the 2018 Notes and the exchange of $300 million of the outstanding aggregate principal amount of the 2021 Notes and before payment of the net cost of the capped call feature described below.
Interest on the 2023/2025 Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2015. The 2023 Notes and the 2025 Notes mature on June 1, 2023 and June 1, 2025, respectively, unless earlier converted or purchased.
The 2023/2025 Notes are convertible at any time until the close of business on the business day immediately preceding March 1, 2023 (in the case of the 2023 Notes) or March 1, 2025 (in the case of the 2025 Notes) only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending June 30, 2015, if the closing sale price of our common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the 2023/2025 Notes in effect on each applicable trading day; (2) during the five consecutive business day period following any 10 consecutive trading-day period in which the trading price for the 2023/2025 Notes for each such trading day is less than 98% of the closing sale price of our common stock on such trading day multiplied by the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate events. The 2023/2025 Notes were not convertible as of September 30, 2015. On and after March 1, 2023 (in the case of the 2023 Notes) or March 1, 2025 (in the case of the 2025 Notes) and until the close of business on the second scheduled trading day immediately prior to the applicable stated maturity date, the 2023/2025 Notes are convertible regardless of the foregoing conditions based on an initial conversion price of $38.65 per share of our common stock.
The conversion price will be subject to adjustment in certain events, such as distributions of dividends or stock splits. The 2023/2025 Notes are convertible into cash, shares of our common stock or a combination thereof at our election. Holders may also require us to repurchase all or a portion of the 2023/2025 Notes upon a fundamental change, as defined in the indenture agreement, at cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. In the event of certain events of default, such as our failure to make certain payments or perform or observe certain obligations thereunder, the trustee or holders of a specified amount of then outstanding 2023/2025 Notes will have the right to declare all amounts then outstanding due and payable. We may not redeem the 2023/2025 Notes prior to the applicable stated maturity date.
The 2023/2025 Notes are general unsecured obligations and rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the 2023/2025 Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and effectively subordinated to all existing and future indebtedness (including trade payables) incurred by our subsidiaries. 

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Capped Call Feature for Convertible Senior Notes Due 2023 and 2025
In connection with the issuance of the 2023/2025 Notes in May 2015, we paid $123 million to enter into privately negotiated capped call option agreements to reduce the potential dilution to holders of our common stock upon conversion of the 2023/2025 Notes. The capped call options have a cap price of $62.12 and an initial strike price of $38.65, which is equal to the initial conversion price of the 2023/2025 Notes. The capped call options expire on June 1, 2023 on the 2023 Notes and June 1, 2025 on the 2025 Notes. The capped call option agreements are separate transactions, are not a part of the terms of the 2023/2025 Notes, and do not affect the rights of the holders of the 2023/2025 Notes. The capped call options are expected generally to reduce the potential dilution with respect to our common stock upon conversion of the 2023/2025 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2023/2025 Notes in the event that the market price of our common stock is greater than the strike price of the capped call options, with such reduction of potential dilution or offset of cash payments subject to a cap based on the cap price of the capped call options.
Margin Loan
On January 29, 2015, a wholly-owned subsidiary of SunEdison entered into a margin loan agreement with the lenders party thereto (each, a “Lender”) and Deutsche Bank AG, as the administrative agent and the calculation agent thereunder, and SunEdison concurrently entered into a guaranty agreement in favor of the administrative agent for the benefit of each of the Lenders, pursuant to which SunEdison guaranteed all of the subsidiary’s obligations under the margin loan agreement. The margin loan agreement was subsequently amended in September 2015 (as amended, the "Margin Loan Agreement"). Under the Margin Loan Agreement, the subsidiary borrowed $410 million in term loans. The net proceeds of the term loans, less certain expenses, were made available to SunEdison to fund the acquisition of First Wind. The term loans mature on January 29, 2017. All outstanding amounts under the Margin Loan Agreement bear interest at a rate per annum equal to a three-month Eurodollar rate plus an applicable margin, and interest is payable quarterly. As of September 30, 2015, the applicable interest rate was 6.25%. We paid fees of $11 million upon entry into the Margin Loan Agreement, and fees of $4 million upon entry into the margin loan amendment, which were both recognized as deferred financing costs.
The Margin Loan Agreement requires the subsidiary to maintain a loan to value ratio not to exceed 40% (based on the value of the TERP Class A Common Stock, which certain of the collateral may be exchanged for). In the event that this ratio is not maintained, the subsidiary must post additional cash collateral under the Margin Loan Agreement and/or elect to repay a portion of the term loans thereunder. During the third quarter of 2015, we were required under the agreement to deposit $152 million into an escrow account as additional collateral. This amount is reported in non-current restricted cash on the condensed consolidated balance sheet as of September 30, 2015. In October 2015, we were required to deposit an additional $91 million in cash collateral. In addition, the Margin Loan Agreement requires the repayment of all or a portion of the term loans made thereunder upon the occurrence of certain events customary for financings of this nature, including other events relating to the price, liquidity or value of TERP Class A Common Stock, certain events or extraordinary transactions related to TERP and certain events related to SunEdison.
The subsidiary’s obligations under the Margin Loan Agreement are secured by a first priority lien on shares of Class B common stock in TERP, and Class B units and incentive distribution rights in Terra LLC, in each case, that are owned by the subsidiary. The Margin Loan Agreement contains customary representations and warranties, covenants and events of default for financings of this nature. Upon the occurrence and during the continuance of an event of default, any Lender may declare the term loans due and payable, exercise remedies with respect to the collateral and demand payment from SunEdison of the obligations under the Margin Loan Agreement then due and payable. TERP has agreed to certain obligations in connection with the Margin Loan Agreement relating to its equity securities.
Exchangeable Notes Due 2020
On January 29, 2015, a wholly-owned subsidiary of SunEdison issued $337 million aggregate principal amount of 3.75% Guaranteed Exchangeable Senior Secured Notes due 2020 (the “Exchangeable Notes”) in a private placement pursuant to an indenture agreement (the “Exchangeable Notes Indenture”) among the subsidiary, SunEdison, as guarantor, and Wilmington Trust, N.A., as exchange agent, registrar, paying agent and collateral agent (the “Exchangeable Notes Trustee”). In connection with the issuance of the Exchangeable Notes, the subsidiary also entered into a pledge agreement with the Exchangeable Notes Trustee, in its capacity as collateral agent, providing for the pledge of shares of TERP Class B common stock and Terra LLC’s Class B units held by the subsidiary (the “Class B Securities”) as described below.
The proceeds of the Exchangeable Notes made up a portion of SunEdison’s upfront consideration for the acquisition of First Wind. The Exchangeable Notes bear interest at a rate of 3.75% per annum and mature on January 15, 2020. Interest on the Exchangeable Notes is payable semiannually in arrears to holders of record at the close of business on January 1 or July 1 immediately preceding the interest payment date on January 15 and July 15 of each year, commencing on July 15, 2015.

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The Exchangeable Notes are secured by a first priority lien on the Class B Securities, which were transferred by SunEdison to the subsidiary upon issuance of the Exchangeable Notes, equal to the number of shares of TERP Class A Common Stock initially issuable upon exchange of the Exchangeable Notes, including the maximum number of shares of TERP Class A Common Stock to be issued upon exchange in connection with a make-whole fundamental change. SunEdison will transfer to the subsidiary, and the subsidiary will pledge, on a first priority basis, additional shares of the Class B Securities in connection with any adjustment to the exchange rate, so that, at all times, the Class B Securities equal to the full number of shares of TERP Class A Common Stock issuable upon exchange of the Exchangeable Notes shall be held by the subsidiary and subject to such first priority lien. The Exchangeable Notes are fully and unconditionally guaranteed by SunEdison. The Exchangeable Notes and the guarantees are pari passu in right of payment to the SunEdison’s obligations under its outstanding convertible debt.
Holders of the Exchangeable Notes may exchange their Exchangeable Notes at their option on or after January 29, 2016 at any time prior to the close of business on the business day immediately preceding the maturity date. Upon exchange, the subsidiary will deliver shares of TERP Class A Common Stock, based upon the applicable exchange rate (together with a cash payment in lieu of delivering any fractional share). The initial exchange rate is 28.9140 shares of TERP Class A Common Stock per $1,000 principal amount of Exchangeable Notes, equivalent to an initial exchange price of approximately $34.58 per share of TERP Class A Common Stock. The exchange rate is subject to adjustment for certain events but will not be adjusted for accrued interest.
The subsidiary may not redeem the relevant Exchangeable Note prior to the maturity date, and no “sinking fund” is provided for the Exchangeable Notes. Upon the occurrence of a “Fundamental Change” (as defined in the Exchangeable Notes Indenture), holders of the Exchangeable Notes may require the subsidiary to repurchase for cash the Exchangeable Notes at a price equal to 100% of the principal amount of the Exchangeable Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the repurchase date; provided, however, that if the repurchase date is after a regular record date and on or prior to the interest payment date to which it relates, the subsidiary will instead pay interest accrued to the interest payment date to the holder of record of the Exchangeable Note as of the close of business on the regular record date, and the Fundamental Change purchase price shall then be equal to 100% of the principal amount of the note subject to purchase and will not include any accrued and unpaid interest. In addition, following certain events that constitute “Make-Whole Fundamental Changes” (as defined in the Exchangeable Notes Indenture), the subsidiary will increase the exchange rate for holders who elect to exchange Exchangeable Notes in connection with such events in certain circumstances.
SMP Ltd. Credit Facilities
SMP Ltd. is party to four non-recourse term loan facilities and a working capital revolving credit facility. The term loan facilities provide for a maximum credit amount of 475 billion South Korean Won in aggregate, which translates to $398 million as of September 30, 2015. The term loan facilities hold maturity dates ranging from March 2019 to May 2019. Principal and interest on the term loan facilities is paid quarterly, with annual fixed interest rates ranging from 5.25% to 5.50%. As of September 30, 2015, a total of $334 million was outstanding under the term loan facilities.
First Reserve Warehouse
On May 6, 2015, a wholly-owned subsidiary of SunEdison acquired certain equity interests ("First Reserve Warehouse Equity Purchase") in FR Warehouse II, LLC (the “First Reserve Warehouse”), with the remaining equity interests in First Reserve Warehouse being held by an indirect subsidiary of First Reserve Corp. (“First Reserve”). The First Reserve Warehouse was established as an investment vehicle for the acquisition and construction financing of renewable energy projects. The First Reserve Warehouse, through its wholly-owned subsidiaries, intends to acquire renewable energy projects from SunEdison and other third parties and intends to sell such projects to TERP or other third parties upon the completion thereof.
Concurrent with the First Reserve Warehouse Equity Purchase, we entered into an amended and restated limited liability company agreement for First Reserve Warehouse with First Reserve to set forth, among other things, our appointment as managing member and each of our respective obligations to make capital contributions and/or member loans to the First Reserve Warehouse. In addition, First Reserve issued an equity commitment letter to the First Reserve Warehouse. Under the terms of such equity commitment letter, First Reserve and its syndicate will contribute up to $500 million of equity (“FR Equity Investment”) for the acquisition and construction of renewable energy projects. The equity interests held by First Reserve and its syndicate are eligible for preferential distributions. In support of the FR Equity Investment, we have agreed to post a letter of credit in support of the debt service reserve requirement under the First Reserve Warehouse Credit Facility (as described below), to potentially compensate First Reserve should First Reserve’s equity not be fully invested in projects that can produce the desired return during the expected investment period (subject to an aggregate cap of $142 million). We have posted a letter of credit in the amount of $55 million as of September 30, 2015 related to this requirement. Also, in the event that the FR Equity Investment is not fully utilized, pay fees to First Reserve in respect of any unutilized amounts (subject to an aggregate cap of $70 million).

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Concurrent with the First Reserve Warehouse Equity Purchase, our wholly-owned subsidiary entered into a credit agreement with the lenders identified therein, Bank of America, N.A., as administrative agent and collateral agent, OneWest Bank, N.A., as depositary, and the joint lead arrangers, joint bookrunners and other persons identified therein and party thereto from time to time (“First Reserve Warehouse Credit Facility”). The First Reserve Warehouse Credit Facility provides for a senior secured term loan credit facility in an aggregate principal amount of up to $466 million ("First Reserve Warehouse Term Loan") and a senior secured revolving credit facility in an aggregate principal amount of up to $550 million ("First Reserve Warehouse Revolver"). The First Reserve Warehouse Term Loan has a term ending May 6, 2020, and the First Reserve Warehouse Revolver has a term ending May 6, 2019. The proceeds of the First Reserve Warehouse Credit Facility and the FR Equity Investment will be used for the acquisition and construction of renewable energy projects. The First Reserve Warehouse is currently financing the construction of Comanche, a 120 MW solar project located in Colorado. Subject to certain conditions, we may request that the aggregate commitments be increased in an amount not to exceed $200 million, in the case of the First Reserve Warehouse Revolver, and $500 million, in the case of the First Reserve Warehouse Term Loan. Interest accrues at a rate of LIBOR plus 4.25% (or base rate plus 3.25%) with respect to the First Reserve Warehouse Term Loan and at a rate of LIBOR plus 4.00% (or base rate plus 3.00%) with respect to the First Reserve Warehouse Revolver. The First Reserve Warehouse Credit Facility contains representations, covenants and events of default typical for credit arrangements of comparable size, including covenants applicable to commercial bank provided project financings.
As of September 30, 2015, $465 million was outstanding under the First Reserve Warehouse Term Loan for use in asset construction. We paid fees of $21 million upon entry into the First Reserve Warehouse Term Loan, which were recognized as deferred financing fees.
As of September 30, 2015, we had not borrowed any amounts under the First Reserve Warehouse Revolver. As of September 30, 2015, no amounts were committed for currently funded projects, which would reduce the available capacity. Therefore, letters of credit could be issued under the First Reserve Warehouse Revolver for the remaining capacity totaling $550 million as of September 30, 2015. We paid fees of $25 million upon entry into the First Reserve Warehouse Revolver, which were recognized as deferred financing fees.
TerraForm Private Warehouse
On June 26, 2015, a wholly-owned subsidiary of SunEdison acquired certain equity interests in TerraForm Private, LLC (“TerraForm Private”), with the remaining equity interests in TerraForm Private acquired by Macquarie Sierra Investment Holdings Inc. and John Hancock Life Insurance Company (U.S.A.) (together with certain of its affiliates) (collectively known as the “TerraForm Private Investors”). We purchased an aggregate of $20 million in preferred units (the “PREPP Units”) of TerraForm Private and the TerraForm Private Investors collectively purchased an aggregate of $150 million in PREPP Units. We separately purchased an aggregate of $75 million in common units of TerraForm Private (with the PREPP Units, the “TerraForm Private Equity Purchase”).
A portion of the net proceeds from the TerraForm Private Equity Purchase, together with the net proceeds from the TerraForm Private Term Loan (as defined below), were used to fund the acquisition of all outstanding membership interests in five operating wind power assets held by Atlantic Power, thus forming the project entity TerraForm AP. The remaining net proceeds were used to retire related project debt following the closing of the Atlantic Power acquisition. TerraForm Private was formed for the primary purpose of owning, maintaining, financing and operating the Atlantic Power assets.
Concurrent with the TerraForm Private Equity Purchase, we entered into an amended and restated limited liability company agreement with the TerraForm Private Investors (together as the "Members") for TerraForm Private to set forth, among other things, our appointment as the managing member of TerraForm Private and define the respective obligations of the Members under TerraForm Private. Holders of the PREPP Units will have preference over holders of other equity securities of TerraForm Private, including the common units purchased, in respect of distributions and upon certain liquidation events. The PREPP Units will also be entitled to a cash dividend of 4.50% per annum and a pay-in-kind dividend of 5.00% per annum, in each case, on a cumulative basis and payable quarterly in arrears. In connection with the TerraForm Private Equity Purchase, TerraForm Private also granted certain rights to TERP (and its designated controlled affiliates) to purchase interests in the assets held by TerraForm Private pursuant to a separate agreement among Members. Any such purchases are subject to certain conditions and limitations, including the consent of holders of a requisite percentage of the PREPP Units.

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Concurrent with the TerraForm Private Equity Purchase, TerraForm AP entered into a credit agreement with TerraForm Private, as guarantor, the lenders identified therein, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and the joint lead arrangers, joint bookrunners and other persons identified therein and party thereto from time to time (“TerraForm Private Term Loan”). The TerraForm Private Term Loan provides for a senior secured term loan credit facility in an aggregate principal amount of $280 million. The TerraForm Private Term Loan matures on June 26, 2022. As described above, the net proceeds of the TerraForm Private Term Loan were used, together with the proceeds from the TerraForm Private Equity Purchase, to fund the Atlantic Power acquisition (including the retirement of related project debt following the closing of the Atlantic Power acquisition). Interest under the TerraForm Private Term Loan accrues at a rate calculated at LIBOR plus 3.5% or base rate plus 2.5%. The TerraForm Private Term Loan contains representations, covenants and events of default typical for credit arrangements of comparable size.
As of September 30, 2015, $280 million was outstanding under the TerraForm Private Term Loan. We paid fees of $9 million upon entry into the TerraForm Private Term Loan, which were recognized as deferred financing fees.
West Street Infrastructure Partners Warehouse
On August 17, 2015, SunEdison entered into an equity commitment letter with West Street Global Infrastructure Partners III, L.P., West Street International Infrastructure Partners III, L.P., West Street European Infrastructure Partners III, L.P. and Broad Street Principal Investments, L.L.C. (the “Funds”) and a debt commitment letter with a syndicate of banks to create a $1.0 billion warehouse investment vehicle (“West Street Infrastructure Partners Warehouse”) for the acquisition, construction financing and placement into operation of utility scale solar and wind projects (“Renewable Energy Projects”). SunEdison intends for West Street Infrastructure Partners Warehouse to acquire Renewable Energy Projects from SunEdison and other third parties and to ultimately sell such projects to TERP. In connection therewith, West Street Infrastructure Partners Warehouse has up to $300 million of equity committed to be provided by the Funds and $700 million of debt committed to be provided by a syndicate of banks including Bank of America, N.A., Morgan Stanley Senior Funding, Inc., and Deutsche Bank Securities Inc.
J.P. Morgan Asset Management Strategic Equity Partnership
On October 26, 2015, a subsidiary of J.P. Morgan entered into an equity commitment letter (“Equity Commitment”) to provide for a maximum aggregate capacity of $650 million of equity to a partnership which is predominately owned by an investment fund managed by J.P. Morgan Asset Management (the “Partnership”). The Partnership will fund projects acquired or developed by SunEdison. Proceeds from the Partnership are expected to provide for payment of an agreed upfront development margin. These assets will be held indefinitely, until TERP exercises its call rights for SunEdison’s partnership interest or until the assets are sold to a third party. The closing of the Partnership is currently expected to occur in the fourth quarter of 2015.
Concurrent with the execution of the Equity Commitment, three of our subsidiaries entered into a master purchase and sale agreement with the Partnership. Pursuant to this master purchase and sale agreement, the Partnership has agreed to purchase, subject to customary closing conditions, including receipt of federal regulatory approvals, three utility scale renewable energy projects which have an aggregate nameplate capacity of 633 MW. The closing of the master purchase and sale agreement is expected to close simultaneously with the closing of the Partnership. The Partnership is also expected to acquire a 33% interest in a 425 MW portfolio of solar assets owned by Dominion (see Note 4). Both KeyBank N.A. and Santander Bank, N.A. have committed to provide project debt financing, subject to certain conditions. The Partnership also contemplates the acquisition of new development projects into mid-2016.

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Renewable Energy Letter of Credit Facility
On February 28, 2014, we entered into a credit agreement with the lenders identified therein, Wells Fargo Bank, N. A., as administrative agent, Goldman Sachs and Deutsche Bank Securities Inc., as joint lead arrangers and joint syndication agents, and Goldman Sachs, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC and Macquarie Capital (USA) Inc., as joint bookrunners (the “Credit Facility”). The Credit Facility provided for a senior secured letter of credit facility in an aggregate principal amount of up to $265 million and has a term ending February 28, 2017. In the second quarter 2014, the parties added additional issuers to the Credit Facility to increase the funds available from $265 million to $315 million. Also in the second quarter of 2014, all related parties executed an amendment allowing us to increase aggregate funds committed up to $800 million ($400 million prior to amendment), subject to certain conditions. In the fourth quarter of 2014, the parties added additional issuers to the Credit Facility to increase the funds available from $315 million to $540 million. Also in the fourth quarter of 2014, all parties executed an amendment permitting us to secure additional financing in an amount of up to $815 million in connection with the First Wind acquisition. In the first quarter of 2015, an issuer that remains party to the facility committed $25 million in additional funds, increasing the aggregate funding under the Credit Facility from $540 million to $565 million. In addition, the parties executed an amendment permitting us to secure additional financing in an amount of up to $410 million secured by certain equity interests in TERP (see section entitled "Margin Loan Agreement") and to issue up to $500 million in convertible senior notes due 2022 (see section entitled "Convertible Senior Notes due 2022"). In the second quarter of 2015, one issuer that remains party to the Credit Facility committed $25 million in additional funds, increasing the aggregate funding under the Credit Facility from $565 million to $590 million. Also in the second quarter of 2015, two additional issuers pledged $100 million in additional funds increasing the aggregate funding under the Credit Facility from $590 million to $690 million. In July 2015, one additional issuer pledged $60 million in additional funds increasing the aggregate funding under the Credit Facility from $690 million to $750 million. In addition, the parties executed two amendments to the Credit Facility permitting certain capital market transactions and amending several covenants and representations.
The Credit Facility will be used to backstop outstanding letters of credit issued by Bank of America, N.A. under our former revolving credit facility until they expire, as well as for general corporate purposes. In addition, the amendment to the Credit Facility will permit investments in (i) a subsidiary formed for the purpose of owning subsidiaries that own and operate Alternative Fuel Energy Systems (as defined in the Credit Facility) and (ii) wind, biomass, natural gas, hydroelectric, geothermal or other clean energy generation installations or hybrid energy generation installations. We paid fees of $6 million upon entry into the Credit Facility, which were recognized as deferred financing fees.
Our obligations under the Credit Facility are guaranteed by certain of our domestic subsidiaries. Our obligations and the guaranty obligations of our subsidiaries are secured by first priority liens on, and security interests in, substantially all present and future assets of SunEdison and the subsidiary guarantors, including a pledge of the capital stock of certain of our domestic and foreign subsidiaries.
Interest under the Credit Facility accrues on the daily amount available to be drawn under outstanding letters of credit or bankers' acceptances, at an annual rate of 3.75%. Interest is due and payable in arrears at the end of each fiscal quarter and on the maturity date of the Credit Facility. Drawn amounts on letters of credit are due within seven business days, and interest accrues on drawn amounts at a base rate plus 2.75%.
The Credit Facility, as amended, contains representations, covenants and events of default typical for credit arrangements of comparable size, including maintaining a consolidated leverage ratio of 3.0 to 1.0 which excludes the 2018/2021 Notes, 2020 Notes, 2022 Notes and 2023/2025 Notes (measurement commencing with the last day of the fiscal quarter ending December 31, 2014), and a minimum liquidity amount (measurement commencing with the last day of the fiscal quarter ending June 30, 2014) of the lesser of (i) $400 million and (ii) the sum of (x) $300 million plus (y) the amount, if any, by which the aggregate commitments exceed $300 million at such time. The Credit Facility also contains a customary material adverse effects clause and a cross default clause. The cross default clause is applicable to defaults on other indebtedness of SunEdison in excess of $50 million, including the 2018/2021 Notes, 2020 Notes, 2022 Notes, and 2023/2025 Notes but excluding our non-recourse indebtedness.
The Credit Facility also contains mandatory prepayment and/or cash collateralization provisions applicable to specified asset sale transactions as well as our receipt of proceeds from certain insurance or condemnation events and the incurrence of additional indebtedness.
As of September 30, 2015, we had $716 million of outstanding third party letters of credit backed by the Credit Facility.

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System Pre-Construction, Construction and Term Debt
Our renewable energy systems, and the related short term and long term debt and financing obligations, are included in separate legal entities. This debt has recourse to those separate legal entities but no recourse to SunEdison under the terms of the applicable agreements. These finance obligations are fully collateralized by the related renewable energy system assets and may also include limited guarantees by SunEdison related to operations, maintenance and certain indemnities. Typically, financing arrangements provide for a construction loan, which upon completion will be converted into a term loan, and generally do not restrict the future sale of the project entity to a third party buyer. As of September 30, 2015, we had system pre-construction, construction and term debt outstanding of $2,065 million, which is comprised of a combination of fixed and variable rate debt. The variable rate debt has interest rates tied to the LIBOR, the Euro Interbank Offer Rate, the Canadian Dollar Offered Rate, the Johannesburg Interbank Acceptance Rate, and the Prime Rate. The variable interest rates have primarily been hedged by our outstanding interest rate swaps as discussed in Note 9. The interest rates on these obligations range from 1.7% to 14.0% and have maturities that range from 2015 to 2031. 
On March 26, 2014, we entered into a financing agreement with certain lenders; Wilmington Trust, N. A., as administrative agent; Deutsche Bank Trust Company Americas, as collateral agent and loan paying agent; and Deutsche Bank Securities Inc., as lead arranger, bookrunner, structuring bank and documentation agent (the “Construction Facility”). The Construction Facility originally provided for a senior secured revolving credit facility in an amount of up to $150 million and has a term ending March 26, 2017. During the third quarter of 2014, the parties agreed to increase the amount available under the Construction Facility to $285 million. The Construction Facility is used to support the development and acquisition of new projects in the U.S. and Canada. Subject to certain conditions, we may request that the aggregate commitments be increased to an amount not to exceed $300 million. We paid fees of $8 million upon entry into the Construction Facility, which were recognized as deferred financing fees.
Loans under the Construction Facility are non-recourse debt to SunEdison and other entities outside of the project company legal entities that subscribe to the debt and are secured by a pledge of collateral of the project company, including the project contracts and equipment. Interest on loans under the Construction Facility is based on our election of either LIBOR plus an applicable margin of 3.5%, or a defined prime rate plus an applicable margin of 2.5%. As of September 30, 2015, the interest rate under the Construction Facility was 5.75%.
The Construction Facility contains customary representations, warranties, and affirmative and negative covenants, including a material adverse effects clause whereby a breach may disallow a future draw but not acceleration of payment and a cross default clause whose remedy, among other rights, includes the right to restrict future loans as well as the right to accelerate principal and interest payments. Covenants primarily relate to the collateral amounts and transfer of right restrictions.
As of September 30, 2015, $163 million of the Construction Facility was committed for currently funded projects, which reduced the available capacity under the Construction Facility. Therefore, availability under the Construction Facility was $122 million as of September 30, 2015. As of September 30, 2015, $124 million was considered outstanding and classified under system pre-construction, construction and term debt.
Financing Leaseback Obligations
For certain transactions we account for the proceeds of sale-leasebacks as financings, which are typically secured by the renewable energy system asset and its future cash flows from energy sales, but without recourse to us under the terms of the arrangement. The structure of the repayment terms under the lease results in negative amortization throughout the financing period, and we therefore recognize the lease payments as interest expense. The balance outstanding for sale-leaseback transactions accounted for as financings as of September 30, 2015 is $1,468 million, which includes the below mentioned transactions. The maturities range from 2021 to 2039 and are collateralized by the related renewable energy system assets with a carrying amount of $1,356 million.
Other Credit Facilities
On December 19, 2014, a subsidiary entered into a credit and guaranty agreement with the Oversea-Chinese Banking Corporation Limited ("OCBC") as sole lead arranger and lender (the “OCBC Facility"). The OCBC Facility provides for a draft loan credit facility in an amount up to $120 million. On December 30, 2014, the subsidiary borrowed $119 million under the OCBC Facility to fund a portion of the purchase price for certain tax credit qualified turbines. The borrowings under the OCBC Facility originally matured six months from the funding date unless payment was otherwise accelerated, subject to certain conditions. In the second quarter of 2015, we extended the maturity of the OCBC Facility through January 2016. The principal and interest amounts outstanding under the OCBC Facility are payable in full at maturity. Interest is calculated at an amount equal to LIBOR plus an applicable margin of 1.25%. As of September 30, 2015, interest was calculated at approximately 1.6%. In conjunction with the borrowing, an immaterial amount of debt issuance cost was recognized.

33


On August 11, 2015, we entered into a Second Lien Credit Agreement ("Second Lien Term Loan") with Goldman Sachs Bank USA ("Goldman Sachs"), providing for a term loan maturing on August 11, 2016, in an aggregate principal amount of $169 million. As of September 30, 2015, the current interest rate on the Term Loan is 9.25%. The Second Lien Term Loan contains customary representations and warranties, covenants and events of default for financings of this nature. Upon the occurrence and during the continuance of an event of default, Goldman Sachs may declare the Second Lien Term Loan due and payable, exercise remedies with respect to the collateral and demand payment from SunEdison of the obligations under the Second Lien Term Loan agreement. These covenants are subject to a number of qualifications and limitations. Additionally, the Second Lien Term Loan has financial covenants requiring the consolidated leverage ratio to be less than 3.6 to 1.0, and the minimum liquidity amount to be greater than the lesser of (i) $320 million and (ii) the sum of (x) $240 million plus (y) the amount, if any, by which the Credit Facility aggregate commitments exceed $240 million at such time, as calculated at the end of any fiscal quarter. We paid fees of $9 million upon entry into the Second Lien Term Loan which were recognized as deferred financing costs.
We are party to master lease agreements that provide for the sale and simultaneous leaseback of certain renewable energy systems constructed by us. As of September 30, 2015, we had $79 million of capital lease obligations outstanding. Generally, this classification occurs when the term of the lease is greater than 75% of the estimated economic life of the solar energy system and the transaction is not subject to real estate accounting. The terms of the leases are typically 25 years with certain leases providing terms as low as 10 years and providing for early buyout options. The specified rental payments are based on projected cash flows that the renewable energy system will generate. We have not entered into any arrangements that have resulted in accounting for the sale-leaseback as a capital lease since November 2009.
Of the remaining amount classified as other credit facilities at September 30, 2015, $111 million represents the cash proceeds that we received in connection with 11 executed renewable energy system sales contracts that have not met the sales recognition requirements under real estate accounting and have been accounted for as a financing transaction due to our substantial continuing involvement. There are no principal or interest payments associated with these transactions.
Vivint Term Loan Commitment
On July 20, 2015, SunEdison entered into a debt commitment letter in connection with the Merger. The agreement was amended on August 5, 2015, pursuant to which, among other things, the parties have committed to provide, subject to certain terms and conditions, a $500 million secured term loan facility to a wholly owned indirect subsidiary of SunEdison. The funding of the term loan facility is subject to customary conditions, including the negotiation of definitive documentation and other customary closing conditions.
Capitalized Interest
During the three and nine month periods ended September 30, 2015 we capitalized $37 million and $112 million of interest, respectively. During the three and nine month periods ended September 30, 2014 we capitalized $10 million and $25 million of interest, respectively.
Debt Classified as Held for Sale
As of September 30, 2015, we reclassified short- and long-term debt as held for sale (see Note 2). This represents non-recourse project level debt acquired as part of the SRP acquisition. As of September 30, 2015, total debt classified as held for sale was $507 million.
TerraForm Power Segment Debt
TERP Credit Facilities
On July 23, 2014, Terra Operating LLC and Terra LLC, both wholly-owned subsidiaries of TERP, entered into a revolving credit facility (the "2017 TERP Revolver") and a term loan facility (the "2019 TERP Term Loan" and together with the 2017 TERP Revolver, the “2014 TERP Credit Facilities”).
On January 28, 2015, TERP repaid the remaining outstanding principal balance on the 2019 TERP Term Loan of $574 million in full. TERP recognized a $12 million loss on the extinguishment of debt during the nine months ended September 30, 2015 as a result of this repayment.

34


On January 28, 2015, TERP replaced the 2017 TERP Revolver with a new $550 million revolving credit facility (the "2020 TERP Revolver "). The 2020 TERP Revolver consists of a revolving credit facility in an amount of at least $550 million (available for revolving loans and letters of credit). TERP recognized a $1 million loss on the extinguishment of debt during the nine months ended September 30, 2015 as a result of this exchange. In May 2015, TERP exercised its option to increase its borrowing capacity under the 2020 TERP Revolver by $100 million.
In August 2015, TERP obtained a commitment from a counterparty to increase its borrowing capacity under the 2020 TERP Revolver by $75 million. This increased the total borrowing capacity under the 2020 TERP Revolver to $725 million as of September 30, 2015. TERP is permitted to further increase the borrowing capacity under the Revolver to up to $1.0 billion. There were no revolving loan amounts outstanding under the 2020 TERP Revolver as of September 30, 2015.
The 2020 TERP Revolver matures on January 27, 2020. Each of Terra Operating LLC's and Terra LLC’s existing and subsequently acquired or organized domestic restricted subsidiaries (excluding non-recourse subsidiaries) are or will become guarantors under the 2020 TERP Revolver.
All outstanding amounts under the 2020 TERP Revolver will bear interest initially at a rate per annum equal to either (i) a base rate plus a margin of 1.50% or (ii) a reserve adjusted Eurodollar rate plus a margin of 2.50%. After the fiscal quarter ended September 30, 2015, the base rate margin will range between 1.25% and 1.75% and the Eurodollar rate margin will range between 2.25% and 2.75% as determined by reference to a leverage-based grid.
The 2020 TERP Revolver provides for voluntary prepayments, in whole or in part, subject to notice periods, and requires Terra Operating LLC to prepay outstanding borrowings in an amount equal to 100% of the net cash proceeds received by Terra LLC or its restricted subsidiaries from the incurrence of indebtedness not permitted by the 2020 TERP Revolver by Terra Operating LLC or its restricted subsidiaries.
The 2020 TERP Revolver, each guaranty and any interest rate, currency hedging or hedging of renewable energy credits obligations of Terra Operating LLC or any guarantor owed to the administrative agent, any arranger or any lender under the 2020 TERP Revolver is secured by first priority security interests in (i) all of Terra Operating LLC's and each guarantor’s assets, (ii)100% of the capital stock of each of Terra Operating LLC’s and its domestic restricted subsidiaries and 65% of the capital stock of Terra Operating LLC’s foreign restricted subsidiaries, and (iii) all intercompany debt. Notwithstanding the foregoing, collateral under the 2020 TERP Revolver excludes the capital stock of non-recourse subsidiaries.
Senior Notes due 2023
On January 28, 2015, TERP's indirect subsidiary Terra Operating LLC issued $800 million of 5.875% senior notes due 2023 (the "Terra 2023 Notes") at a price of 99.214%. Terra Operating LLC used the net proceeds from this offering to fund a portion of the price of the First Wind acquisition.
On June 11, 2015, Terra Operating LLC issued an additional $150 million of 5.875% senior notes due 2023. This offering was issued at a price of 101.5% and Terra Operating LLC used the net proceeds from the offering to repay existing borrowings under the 2020 TERP Revolver. The Terra 2023 Notes are senior obligations of Terra Operating LLC and are guaranteed by Terra LLC and each of Terra Operating LLC's existing and future subsidiaries that guarantee its senior secured credit facility, subject to certain exceptions. Interest is payable on February 1 and August 1 of each year, beginning on August 1, 2015.
Senior Notes due 2025
On July 17, 2015, Terra Operating LLC issued $300 million of 6.125% senior notes due 2025 (the "Terra 2025 Notes") at a price of 100.00%. Terra Operating LLC intends to use the net proceeds from the offering to fund a portion of the purchase price of the Invenergy acquisition (see Note 3). The Terra 2025 Notes are senior obligations of Terra Operating LLC and are guaranteed by Terra LLC and each of Terra Operating LLC's existing and future subsidiaries that guarantee its senior secured credit facility, subject to certain exceptions. Interest is payable on June 15 and December 15 of each year, beginning December 15, 2015.
Invenergy Bridge Facility
On July 1, 2015, TERP obtained commitments for a senior unsecured bridge facility which provides TERP with up to $1,160 million to fund the acquisition of Invenergy (see Note 3). On July 17, 2015, TERP terminated $300 million of the bridge facility commitment upon the issuance of the Terra 2025 Notes. Amortization of deferred financing costs recorded as interest expense related to this bridge facility was $5 million during the three and nine months ended September 30, 2015, respectively.

35


Vivint Solar Bridge Facility
On July 20, 2015, TERP obtained commitments for a senior unsecured bridge facility which provides TERP with up to $960 million to fund the acquisition of the Vivint Solar Operating Assets (see Note 3). Amortization of deferred financing costs recorded as interest expense related to this bridge facility was $5 million during the three and nine months ended September 30, 2015.
Other System Financing Obligations
Other TERP system financing obligations primarily consist of $400 million of long-term debt assumed as a result of the acquisition of Mt. Signal. The senior secured notes bear interest at 6% and mature in 2038. Interest on the notes is payable semi-annually on June 30 and December 31 of each year, commencing on June 30, 2013. A letter of credit facility was also extended to the project company to satisfy certain security obligations under the PPA, other project agreements and the notes. The facility will terminate on the earlier of July 2, 2019 and the fifth anniversary of the Mt. Signal project’s completion date.
In addition, as of September 30, 2015, $209 million of fixed rate non-recourse debt financing arrangements used to finance the construction of a solar power plant in Chile are included in the balance of other system financing obligations. These agreements were executed in the third quarter of 2013. The weighted average interest rate on these obligations as of September 30, 2015 was 6%.
Debt Extinguishments
TERP repaid certain long-term indebtedness for the renewable energy facilities acquired as part of the First Wind Acquisition. TERP recognized a loss on the extinguishment of debt of $6 million during the nine months ended September 30, 2015 as a result of this repayment.
On May 22, 2015, SunEdison acquired the lessor interest in an operating solar generation facility referred to as the Duke Energy operating facility and concurrently sold the facility to TERP. Upon acquisition of this operating facility, TERP recognized a net gain on the extinguishment of debt of $11 million due to the termination of $32 million of financing lease obligations of the operating facility.
Subsequent Event
United Kingdom Project Debt Refinancing 
On November 6, 2015, TERP completed a refinancing of 175 million British Pounds ("GBP") (equivalent of $271 million) of existing project-level indebtedness (the “Existing U.K. Indebtedness”) by entering into a new GBP 315 million (equivalent of $488 million) facility (the “New U.K. Facility”). The New U.K. Facility is comprised of Tranche A for GBP 92 million (equivalent of $143 million) which is fully amortizing over seven year term, and Tranche B for GBP 222 million (equivalent of $345 million), which is payable at maturity. The New U.K. Facility matures in 2022 and bears interest at a rate per annum equal to LIBOR plus an applicable margin of 2.10% for Tranche A and 2.35% for Tranche B. TERP received GBP 108 million (equivalent of $168 million) of net proceeds from the New U.K. Facility (net of the amount required to repay the Existing U.K. Indebtedness, deposits into required project level reserves, including a 2016 debt service prepayment of GBP 12 million (equivalent of $19 million), and other fees and costs paid at the closing of the New U.K. Facility). The New U.K. Facility is secured by all of TERP's solar generation facilities located in the U.K. except for the Norrington facility, and is non-recourse to TERP and SunEdison. In conjunction with the refinancing, TERP has reclassified a portion of the Existing U.K. Indebtedness as of September 30, 2015 from current to long-term to reflect the amortization terms of the New U.K. Facility.
TerraForm Global Segment Debt
GLBL Bridge Facility
On December 22, 2014, GLBL entered into a credit and guaranty agreement with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, documentation agent, sole lead arranger, sole lead bookrunner, and syndication agent, which initially provided for bridge term loans in an aggregate funding amount of $150 million that was subsequently amended to increase the aggregate funding to $550 million (the “GLBL Bridge Facility”). 

36


GLBL's obligations under the bridge facility were guaranteed by certain of its domestic subsidiaries. GLBL’s obligations and the guarantee obligations of its subsidiaries were secured by first priority liens on, and security interests in, substantially all present and future assets of TerraForm Global LLC ("Global LLC") and the subsidiary guarantors. Global LLC paid debt issuance fees of $18.8 million upon entry into the GLBL Bridge Facility, which were recognized as deferred financing fees. At August 4, 2015, $459.8 million was outstanding under the GLBL Bridge Facility and the effective interest rate was 11.08%. The GLBL Bridge Facility was repaid in full and terminated on August 5, 2015, concurrent with the completion of the IPO.
Senior Notes Offering
On August 5, 2015, GLBL completed the sale of $810 million of 9.75% Senior Notes due 2022 (the "Senior Notes") issued by TerraForm Global Operating LLC ("Global Operating LLC") in a private offering. The Senior Notes bear interest at a fixed rate, which interest is payable in cash semiannually, and have a seven year term. The Senior Notes are subject to customary redemption rights for high yield debt securities.
The Senior Notes are guaranteed by Global LLC and any subsidiaries of Global Operating LLC that guarantee Global Operating LLC’s obligations under the Global Revolver (defined below). GLBL does not guarantee the Senior Notes. The terms of the Senior Notes are governed under an indenture among Global LLC, Global Operating LLC, any subsidiary guarantors and a trustee. The indenture provides that upon the occurrence of a change of control, as defined therein, Global Operating LLC must offer to repurchase the Senior Notes at 101% of the applicable principal amount, plus accrued and unpaid interest and additional interest, if any, to the repurchase date. The indenture also contains customary negative covenants, subject to a number of important exceptions and qualifications, applicable to Global LLC, Global Operating LLC and its restricted subsidiaries, including, without limitation, covenants related to: indebtedness, disqualified stock and preferred stock; dividends and distributions to stockholders and parent entities; repurchase and redemption of capital stock; investments; transactions with affiliates; liens; mergers, consolidations and transfers of substantially all assets; transfer or sale of assets, including capital stock of subsidiaries; and prepayment, redemption or repurchase of indebtedness subordinated to the Senior Notes. The indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable.
Credit Facility
On August 5, 2015, Global Operating LLC entered into a revolving credit facility (the "Global Revolver"), which provides for a revolving line of credit of $485 million. The Global Revolver includes borrowing capacity available for letters of credit and will allow for incremental commitments of up to $265 million. Global LLC and certain of its subsidiaries are guarantors under the Global Revolver. The Global Revolver contains certain financial covenants, including a maximum borrower leverage ratio and a minimum borrower debt service coverage ratio. The Global Revolver also contains covenants that are customary for this type of financing, including limitations on indebtedness, liens, investments and restricted payments; provided, however, that each of Global Operating LLC and Global LLC will be permitted to pay distributions to unit holders out of available cash so long as no default or event of default under the Global Revolver shall have occurred and be continuing at the time of such distribution or would result therefrom and Global Operating LLC is in compliance with its financial covenants. In connection with the Global Revolver, Global LLC is required to pledge (i) 100% of the equity in Global Operating LLC and (ii) 100% of the equity in certain subsidiaries of Global Operating LLC as collateral to the lenders. The Global Revolver contains events of default that are customary for this type of financing.
Debt Extinguishments
During the three months ended September 30, 2015, GLBL repaid $324 million aggregate principal amount of project level indebtedness related to certain of its projects.
Subsequent Events
Since September 30, 2015, GLBL used approximately $45 million of IPO proceeds to repay the project level indebtedness related to certain additional projects.

37


9. DERIVATIVES AND HEDGING INSTRUMENTS
SunEdison's hedging activities consist of:
In millions
 
 
 
Assets (Liabilities or Equity) Fair Value
Type of Instrument
 
Balance Sheet Classification
 
As of September 30, 2015
 
As of December 31, 2014
Derivatives designated as hedging:
 

 

Interest rate swaps
 
Other assets
 
$
1

 
$
2

 
 
Other liabilities
 
(35
)
 
(8
)

 
Accumulated other comprehensive loss (income)
 
39

 
5

Cross currency swaps
 
Other assets
 
83

 
76

 
 
Other liabilities
 
(37
)
 
(55
)

 
Accumulated other comprehensive loss (income)
 
(47
)
 
(21
)
Commodity derivative
 
Other assets
 
49

 
—


 
Accumulated other comprehensive loss (income)
 
(71
)
 
—

Derivatives not designated as hedging:
 


 


Currency forward contracts
 
Other assets
 
20

 
2

 
 
Other liabilities
 
(34
)
 
(4
)
Interest rate swaps
 
Other assets
 
2

 
—

 
 
Other liabilities
 
(29
)
 
(61
)
Commodity derivative
 
Other assets
 
46

 
—

Put/call agreement
 
Other liabilities
 
(37
)
 
—

In millions
 

 
Losses (Gains)
 
Losses (Gains)
Type of Instrument
 
Statement of Operations Classification
 
Three Months Ended September 30, 2015
 
Three Months Ended September 30, 2014
 
Nine Months Ended September 30, 2015
 
Nine Months Ended September 30, 2014
Derivatives not designated as hedging:
 

 

 

 

Currency forward contracts
 
Other, net
 
$
34

 
$
6

 
$
33

 
$
10

Interest rate swaps
 
Interest expense
 
11

 
(1
)
 
56

 
2

Commodity derivative
 
Net sales
 
(3
)
 
—

 
(1
)
 
—

Put/call agreement
 
Other net
 
17

 
—

 
17

 
—

Note hedges
 
Gain on convertible note derivative
 
—

 
—

 
—

 
(366
)
Conversion options
 
Loss on convertible note derivative
 
—

 
—

 
—

 
382

Warrants
 
Loss on convertible note derivative
 
—

 
—

 
—

 
483

Currency Forward Contracts
To mitigate financial market risks of fluctuations in foreign currency exchange rates, we utilize currency forward contracts. We do not use derivative financial instruments for speculative or trading purposes. As of September 30, 2015 and December 31, 2014, these currency forward contracts had net notional amounts of $1,158 million and $268 million, respectively, and are accounted for as economic hedges. There were no outstanding currency forward contracts designated as cash flow hedges as of September 30, 2015 and December 31, 2014.
Cross Currency Swap
During the second quarter of 2013, we entered into a cross currency swap with a notional amount of $186 million accounted for as a cash flow hedge. The effective portion of this cash flow hedge instrument during the quarter ended September 30, 2015 was recorded to accumulated other comprehensive loss (income) in the condensed consolidated balance sheet. No amount of material ineffectiveness was recognized during the periods presented.

38


Interest Rate Swaps
As of September 30, 2015, we are party to certain interest rate swap instruments that are accounted for using hedge accounting. These instruments are used to hedge floating rate debt and are accounted for as cash flow hedges. Under the interest rate swap agreements, we pay the fixed rate and the financial institution counterparties to the agreements pay us a floating interest rate. The effective portion of these cash flow hedges was a net loss of $39 million and $5 million for the quarters ended September 30, 2015 and December 31, 2014, which was recognized in accumulated other comprehensive loss (income) in the condensed consolidated balance sheet. No amount of material ineffectiveness was recognized during the periods presented.
As of September 30, 2015, we are party to certain interest rate swap instruments that are accounted for as economic hedges. These instruments are used to hedge floating rate debt and are not accounted for as cash flow hedges. Under the interest rate swap agreements, we pay the fixed rate and the financial institution counterparties to the agreements pay us a floating interest rate. Because these hedges are deemed economic hedges and not accounted for under hedge accounting, the changes in fair value are recorded to non-operating expense (income) within the consolidated statement of operations. The fair value of these hedges was a net liability of $27 million and $61 million as of September 30, 2015 and December 31, 2014, respectively.
Commodity Derivatives
Through our acquisition of First Wind, we became party to certain commodity contracts used to hedge the cash flows associated with commodity price variability inherent in electricity sales arrangements. If we sell electricity to an independent system operator market and there is no PPA available, we may enter into a commodity contract to stabilize all or a portion of our estimated revenue stream.
As of September 30, 2015, we are party to two such commodity contracts that are accounted for using hedge accounting. These commodity contracts require physical delivery of specific quantities of electricity at a fixed price, and, if actual monthly quantities produced are insufficient to make such deliveries, we are obligated to purchase the shortfall amount in the electricity market and deliver it to the counterparty. As these commodity contracts have been designated as a cash flow hedges, the change in their fair value is recognized in other comprehensive income in the condensed consolidated balance sheet. The fair value of these commodity contracts were recorded as an asset of $49 million as of September 30, 2015.
As of September 30, 2015, we are party to certain other First Wind-related commodity contracts that are accounted for as economic hedges. These price swap agreements involve periodic settlements for specific quantities of electricity based on a fixed price and are obligated to pay the counterparty market price for the same quantities of electricity. As these hedges are deemed economic hedges and not accounted for under hedge accounting, the changes in fair value are recognized in net sales in the condensed consolidated statement of operations. The fair values of these hedges were recorded as an asset totaling $46 million as of September 30, 2015.
Put/Call Agreement
On September 18, 2015, as part of the aggregate consideration transferred to the seller in connection with the Renova acquisition (see Note 3), we entered into a put/call agreement (the "Put/Call Agreement") with the seller. Under the Put/Call Agreement, during the 10 day period beginning on March 31, 2016, Renova can put up to 7 million GLBL shares to SunEdison at a purchase price of BRZ 50.48, provided, that at our sole election, we have the right to pay $15.00 per share. Additionally, during the 10 day period beginning on March 31, 2016, we can call up to 7 million GLBL shares from Renova at a purchase price of BRZ 50.48, provided, that at our sole election, we have the right to pay $15.00 per share. The fair value of the Put/Call Agreement at September 18, 2015 was a net liability of $20 million. As a result of a decrease in the per share value of GLBL stock between September 18, 2015 and September 30, 2015, the fair value of the net liability at September 30, 2015 was $37 million. As such, we recognized a loss of $17 million related to the Put/Call Agreement during the three months ended September 30, 2015, which is reported in other non-operating expense.
Convertible Notes Derivatives
In connection with the senior convertible notes issued in December 2013 and June 2014 as discussed in Note 8, we entered into privately negotiated convertible note hedge transactions and warrant transactions. Assuming full performance by the counterparties, these instruments are meant to effectively reduce our potential payout over the principal amount on the senior convertible notes upon conversion. Refer to Note 8 for additional information.
In connection with the senior convertible notes issued in January 2015 and May 2015 as discussed in Note 8, we entered into privately negotiated capped call option agreements. Assuming full performance by the counterparties, these instruments are meant to reduce the potential dilution to holders of our common stock upon conversion of the 2022 Notes, 2023 Notes and 2025 Notes. Refer to Note 8 for additional information.

39


10. FAIR VALUE MEASUREMENTS
The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying consolidated balance sheets:
 
 
As of September 30, 2015
 
As of December 31, 2014
Assets (liabilities) in millions
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Interest rate swap assets
 
$
—

 
$
3

 
$
—

 
$
3

 
$
—

 
$
2

 
$
—

 
$
2

Interest rate swap liabilities
 
—

 
(64
)
 
—

 
(64
)
 
—

 
(69
)
 
—

 
(69
)
Currency forward contract assets
 
20

 
—

 
—

 
20

 
2

 
—

 
—

 
2

Currency forward contract liabilities
 
(34
)
 
—

 
—

 
(34
)
 
(4
)
 
—

 
—

 
(4
)
Cross currency swap assets
 
—

 
83

 
—

 
83

 
—

 
76

 
—

 
76

Cross currency swap liability
 
—

 
(37
)
 
—

 
(37
)
 
—

 
(55
)
 
—

 
(55
)
Commodity contract assets
 
—

 
46

 
49

 
95

 
—

 
—

 
—

 
—

Call/put Option
 
—

 
(37
)
 
—

 
(37
)
 
—

 
—

 
—

 
—

Contingent consideration related to acquisitions
 
—

 
—

 
(535
)
 
(535
)
 
—

 
—

 
(43
)
 
(43
)
Total
 
$
(14
)

$
(6
)

$
(486
)

$
(506
)

$
(2
)

$
(46
)

$
(43
)

$
(91
)
There were no transfers between Level 1 and Level 2 financial instruments during the three and nine month periods ended September 30, 2015.
The tables below present changes in fair value for all cash instrument assets and liabilities categorized as Level 3 as of the end of the period:
 
Level 3 Cash Instrument Assets at Fair Value for the Nine Months Ended September 30, 2015
 
Balance, Beginning of Period
 
Assets (Liability)Recognized in First Wind Purchase Accounting
 
Net Unrealized Gains/(Losses) Relating to Instruments Still Held at Period End
 
Net Realized Gains/(Losses) Relating to Instruments Still Held at Period End
 
Balance, End of Period
In millions
 
 
 
 
 
 
 
 
 
Commodity contracts-energy
$
—

 
$
(22
)
 
$
71

 
$
—

 
$
49

The following table presents the carrying amount and estimated fair value of our outstanding short-term and long-term debt obligations as of September 30, 2015 and December 31, 2014, respectively:
 
As of September 30, 2015
 
As of December 31, 2014
In millions
Carrying Amount
 
Estimated Fair Value (1)
 
Carrying Amount
 
Estimated Fair Value (1)
Total debt obligations
$
11,672

 
$
10,788

 
$
6,993

 
$
6,803

__________________________
(1)
Fair value of our debt, excluding our 2018, 2020, 2021, 2022, 2023 and 2025 Notes, is calculated using a discounted cash flow model with consideration for our non-performance risk (Level 3 assumptions). The estimated fair value of our 2018, 2020, 2021, 2022, 2023, and 2025 Notes were based on a broker quotation (Level 1). The estimated fair value of our renewable energy system debt related to sale-leasebacks is significantly lower than the carrying value of such debt because the fair value estimate is based on the fair value of our fixed lease payments over the term of the leases (Level 3 assumptions). Under real estate accounting, this debt is recorded as a financing obligation, and substantially all of our lease payments are recorded as interest expense with little to no reduction in our debt balance over the term of the lease. As a result, our outstanding sale-leaseback debt obligations will generally result in one-time gain recognition at the end of the leases for the full amount of the debt. The timing difference between expense and gain recognition will result in increased expense during the term of the leases with a gain recognized at the end of the lease.

40


11. INCOME TAXES
In general, we record income tax expense (benefit) each quarter based on our best estimate as to the full year’s effective tax rate. This estimated tax expense (benefit) is reported based on a pro-ration of the actual income earned in the period divided by the full year forecasted income (loss). There are certain items, however, which are given discrete period treatment, and the tax effects of those items are reported in the quarter that such events arise. Items that give rise to discrete recognition include (but are not limited to) finalizing tax authority examinations, changes in statutory tax rates and expiration of a statute of limitations.
The process for calculating income tax expense (benefit) includes estimating current taxes due and assessing temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes. The income tax benefit in the nine month period ending September 30, 2015 is associated with tax expense as result of worldwide operational earnings mix at various rates, a tax benefit of $67 million related to the ability to use acquired deferred tax liabilities as a source of income against current year generated deferred tax assets, a tax benefit of $100 million for the establishment of deferred taxes related to certain convertible note transactions, a tax benefit of $55 million related to reduction of valuation allowance due to a taxable gain recognized in stockholders’ equity utilizing tax attributes previously offset with valuation allowance, a tax benefit of $28 million related to intraperiod allocation of tax expense for derivatives recorded in other comprehensive income, and a tax benefit of $3 million for reversal of certain liabilities for uncertain tax positions. We regularly review our deferred tax assets for realizability, taking into consideration all available evidence, both positive and negative, including cumulative losses, projected future pre-tax and taxable income (losses), the expected timing of the reversals of existing temporary differences and the expected impact of tax planning strategies. Our total deferred tax assets, net of valuation allowance, or deferred tax liabilities as of September 30, 2015 and December 31, 2014, were a $2 million deferred tax liability and $30 million deferred tax asset. We believe that it is more likely than not, based on our projections of future taxable income in certain jurisdictions, that we will generate sufficient taxable income to realize the benefits of the net deferred tax assets which have not been offset by a valuation allowance at September 30, 2015.
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. From time to time, we are subject to income tax audits in these jurisdictions. We believe that our tax return positions are fully supported, but tax authorities may challenge certain positions, which may not be fully sustained. Our income tax expense includes amounts intended to satisfy income tax assessments that may result from these challenges. Determining the income tax expense for these potential assessments and recording the related assets and liabilities requires significant judgments and estimates. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. We review our liabilities quarterly, and we may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning our transfer prices, the resolution of entire audits or the expiration of statutes of limitations. Adjustments, if required, are most likely to occur in the year during which major audits are closed. The total accrual for uncertain tax positions was $13 million and $17 million as of September 30, 2015 and December 31, 2014, respectively.
The undistributed earnings of certain foreign subsidiaries are expected to be remitted to the U.S. parent corporation in the foreseeable future. The impact of the undistributed earnings that are currently expected to be remitted to the U.S. parent corporate in the foreseeable future is not material to the consolidated financial statements and would be fully offset by valuation allowances. The undistributed earnings of a substantial number of all other foreign subsidiaries are not expected to be remitted to the U.S. parent corporation in the foreseeable future. We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our foreign subsidiaries and our domestic operations. Of our cash and cash equivalents as of September 30, 2015, $334 million was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects.
We are currently under examination by the IRS for the 2011 and 2012 tax years. We are also under examination by certain foreign tax jurisdictions. We believe it is reasonably possible that some portions of these examinations could be completed within the next twelve months and have currently recorded amounts in the financial statements that are reflective of the current status of these examinations.
As of December 31, 2014, we had available net operating loss (“NOL”) carryforwards of approximately $646 million for regular U.S. federal income tax purposes, which will expire, if unused, beginning in 2031, and for state income tax purposes of $454 million, which will expire, if unused, in 2020 through 2035. Our NOL carryforwards may be subject to adjustment on audit by the IRS.
A corporation’s ability to deduct its federal NOL carryforwards and to utilize certain other available tax attributes can be limited under IRS rules if the corporation undergoes an “ownership change” as defined by the IRS. Generally, an “ownership change” is where the cumulative stock ownership changes among certain shareholders exceed 50 percentage points in a rolling

41


three year period.  No such ownership change has occurred as of September 30, 2015. If such an ownership change occurs, it could limit or effectively eliminate our ability to utilize our NOL carryforwards and other tax attributes.
12. COMMITMENTS AND CONTINGENCIES
Contingent Consideration
We have recognized liabilities for contingent consideration as of September 30, 2015 in connection with certain acquisitions as further discussed in Note 3. The amount payable in cash is based on the entities achieving specific financial metrics or milestones in the development, installation and interconnection of renewable energy systems or shipment of solar modules for residential and small commercial installations.
We have estimated the fair value of the contingent consideration outstanding as of September 30, 2015 related to these acquisitions to be $535 million, which reflects a discount at a credit adjusted interest rate for the period of the contingency. That measure is based on significant inputs that are not observable in the market, including a discount rate and a probability adjustment related to the entities' ability to meet operational metrics. The aggregate maximum of payouts which could occur under these arrangements is $566 million.
The following table summarizes changes to the contingent consideration liability, a recurring Level 3 measurement, for the nine month periods ended September 30, 2015 and 2014.
 
 
Contingent Consideration 
In millions
 
 
Balance at December 31, 2013
 
$
35

Accretion expense(1)
 
1

Fair value adjustments(2)
 
(3
)
Initial recognition of contingent consideration
 
14

Payment of contingent consideration
 
(7
)
Balance at September 30, 2014
 
$
40

Balance at December 31, 2014
 
43

Initial recognition of contingent consideration
 
492

Accretion expense(1)
 
19

Payment of contingent consideration
 
(17
)
Foreign currency translation adjustment
 
(2
)
Balance at September 30, 2015
 
$
535

__________________________
(1)
Accretion expense is a component of interest expense in the condensed consolidated statements of operations.
(2)
Fair value adjustments are reported as a component of general and administrative expense in the condensed consolidated statements of operations.
Indemnification
We have agreed to indemnify some of our solar wafer customers against claims of infringement of the intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these indemnification obligations and we do not have any pending indemnification claims as of September 30, 2015.
In connection with certain contracts to sell renewable energy systems directly or as sale-leasebacks, we have guaranteed the systems' performance for various time periods following the date of interconnection. Also, under separate operations and maintenance services agreements, we have guaranteed the uptime availability of the systems over the term of the arrangements, which may last up to 25 years. To the extent there are shortfalls in either of the guarantees, we are required to indemnify the purchaser up to the guaranteed amount through a cash payment. The maximum losses that we may be subject to for non-performance are contractually limited by the terms of each executed agreement. In accordance with real estate sales accounting guidance, for most of our direct sales of renewable energy systems the gross profit recognized is reduced by our maximum exposure to loss (which is not necessarily our most probable exposure) for system performance guarantees and uptime availability guarantees, until such time that the exposure no longer exists. Additionally, we typically warrant parts and labor for certain equipment to our renewable energy system customers. Certain parts and labor warranties from our vendors can be assigned to our customers. Our solar energy systems sold to third parties generally include components that are warranted by our vendors. However, our recorded warranty liability is not reduced based on the existence of these vendor warranty policies. When we receive a warranty claim from the buyer of one of our solar energy systems related to components covered by a

42


vendor’s warranty, we will seek reimbursement from the vendor under the vendor’s warranty policy. As of September 30, 2015, we have recognized a warranty liability of $22 million.
We may also indemnify our customers for tax credits and FiTs associated with the systems we construct and then sell, including sale-leasebacks. During the three and nine month periods ended September 30, 2015 and 2014, the additional payments, net of recoveries, under these arrangements were not material. Based on current information, we are unable to estimate additional exposures to the indemnification of tax credits and FiTs.
PBGC Notice
SunEdison received a notice from the Pension Benefit Guaranty Corporation (“PBGC”) in May 2014 that it intends to require an additional contribution to the U.S. pension plan under ERISA section 4062(e), which was transferred to SSL upon the completion of the SSL initial public offering. SunEdison has not received a formal assessment or concluded the negotiation process with the PBGC. The PBGC announced on July 8, 2014, a moratorium through the end of 2014 on the enforcement of 4062(e) cases. In December 2014, a new law went into effect that states 90% funded plans are not required to make additional contributions to cover liability shortages. Under this new ruling, we have not made any modifications to the U.S. pension plan assets because the U.S. pension plan is over 90% funded. We do not expect any final resolution with the PBGC to have a material impact on our financial condition or results of operations.
Legal Proceedings
We are involved in various legal proceedings, claims, investigations and other legal matters which arise in the ordinary course of business. Although it is not possible to predict the outcome of these matters, we believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations.
Jerry Jones v. SunEdison, Inc., et al.
On December 26, 2008, a putative class action lawsuit was filed in the U.S. District Court for the Eastern District of Missouri by plaintiff, Jerry Jones, purportedly on behalf of all participants in and beneficiaries of SunEdison's 401(k) Savings Plan (the "Plan") between September 4, 2007 and December 26, 2008, inclusive. The complaint asserted claims against SunEdison and certain of its directors, employees and/or other unnamed fiduciaries of the Plan. The complaint alleges that the defendants breached certain fiduciary duties owed under the Employee Retirement Income Security Act, generally asserting that the defendants failed to make full disclosure to the Plan's participants of the risks of investing in SunEdison's stock and that the company's stock should not have been made available as an investment alternative in the Plan. The complaint also alleges that SunEdison failed to disclose certain material facts regarding SunEdison's operations and performance, which had the effect of artificially inflating SunEdison's stock price.
On June 1, 2009, an amended class action complaint was filed by Mr. Jones and another purported participant of the Plan, Manuel Acosta, which raises substantially the same claims and is based on substantially the same allegations as the original complaint. However, the amended complaint changes the period of time covered by the action, purporting to be brought on behalf of beneficiaries of and/or participants in the Plan from June 13, 2008 through the present, inclusive. The amended complaint seeks unspecified monetary damages, including losses the participants and beneficiaries of the Plan allegedly experienced due to their investment through the Plan in SunEdison's stock, equitable relief and an award of attorney's fees. No class has been certified and discovery has not begun. The company and the named directors and employees filed a motion to dismiss the complaint, which was fully briefed by the parties as of October 9, 2009. The parties each subsequently filed notices of supplemental authority and corresponding responses. On March 17, 2010, the court denied the motion to dismiss. The SunEdison defendants filed a motion for reconsideration or, in the alternative, certification for interlocutory appeal, which was fully briefed by the parties as of June 16, 2010. The parties each subsequently filed notices of supplemental authority and corresponding responses. On October 18, 2010, the court granted the SunEdison defendants' motion for reconsideration, vacated its order denying the SunEdison defendants' motion to dismiss, and stated that it will revisit the issues raised in the motion to dismiss after the parties supplement their arguments relating thereto. Both parties filed briefs supplementing their arguments on November 1, 2010. On June 28, 2011, plaintiff Jerry Jones filed a notice of voluntary withdrawal from the action. On June 29, 2011, the court entered an order withdrawing Jones as one of the plaintiffs in this action. The parties each have continued to file additional notices of supplemental authority and responses thereto. On September 27, 2012, the SunEdison defendants moved for oral argument on their pending motion to dismiss; plaintiff Manuel Acosta joined in the SunEdison defendants' motion for oral argument on October 9, 2012. On March 24, 2014, the court granted our motion to dismiss but the plaintiffs filed, and the court in April 2014 granted, a motion to stay entry of final judgment pending a Supreme Court decision in a case that could have implications in this matter. That Supreme Court case was decided in June 2014, and the plaintiffs filed a motion for reconsideration with the district court, based on that Supreme Court decision. We believe that we continue to have good reason for a dismissal and intend to vigorously defend this motion.

43


SunEdison believes the above class action is without merit, and we will assert a vigorous defense. Due to the inherent uncertainties of litigation, we cannot predict the ultimate outcome or resolution of the foregoing class action proceedings or estimate the amounts of, or potential range of, loss with respect to these proceedings. An unfavorable outcome is not expected to have a material adverse impact on our business, results of operations and financial condition. We have indemnification agreements with each of our present and former directors and officers, under which we are generally required to indemnify each such director or officer against expenses, including attorney's fees, judgments, fines and settlements, arising from actions such as the lawsuits described above (subject to certain exceptions, as described in the indemnification agreements).
Daniel Gerber v. Wiltshire Council
On March 5, 2015, the U.K. High Court issued a verdict that quashed (nullified) the planning permission necessary to build an 11 MW renewable energy facility in Wiltshire, England. This facility has now commenced commercial operations. The court found that, among other issues, the local Wiltshire council failed to properly notify a local landowner (the claimant) or notify the English historic preservation agency before granting the permission. U.K. counsel has advised us that the quashing of this planning permission deviates significantly from established case law. We filed our appeal of this ruling on March 25, 2015, and we plan to assert a vigorous defense. At this time, we do not have enough information regarding the probable outcome or the estimated range of reasonably probable losses associated with this ruling, and as of September 30, 2015, no such accrual has been recorded in the condensed consolidated financial statements.
Class Action Regarding TerraForm Global IPO
On October 23, 2015 and October 30, 2015, separate purported class action lawsuits were filed in the Superior Court of the State of California for the County of San Mateo (the “Superior Court”) against SunEdison, TerraForm Global, certain officers and directors of TerraForm Global and SunEdison and each of the underwriters of TerraForm Global’s August 5, 2015 initial public offering (the “class action”). Additionally, on October 29, 2015 and November 5, 2015, separate purported class action lawsuits were filed in in the U.S. District Court for Northern District of California (the “District Court” and, together with the Superior Court, the “Court”) against the same defendants. The class action plaintiffs in each of the lawsuits assert claims under Section 11, 12(a)(2) and Section 15 of the Securities Act of 1933, as amended. The class action complaints in each of the lawsuits allege, among other things, that the defendants made false and materially misleading statements and failed to disclose material information in the Registration Statement for TerraForm Global’s August 5, 2015 initial public offering regarding SunEdison and its recent operating results and business strategy. Among other relief, the class action complaints seek class certification, unspecified compensatory damages, rescission, attorneys’ fees, costs and such other relief as the Court should deem just and proper.
SunEdison and TerraForm Global intend to defend the class action lawsuits vigorously. SunEdison is still in the preliminary stages of reviewing the allegations made in the complaints and, as a result, is unable to provide any assurances as to the ultimate outcome of such lawsuits or that an adverse resolution of these lawsuits would not have a material adverse effect on SunEdison’s consolidated financial position and results of operations.
Request for Arbitration Regarding the LAP Transaction
On November 6, 2015, Holdings received a request for arbitration naming SunEdison, Holdings and TERP as respondents. The request was filed on November 2, 2015 by BTG Pactual Brazil Infrastructure Fund II, L.P., P2 Brasil Private Infrastructure Fund II, L.P., P2 Fund II LAP Co-Invest, L.P., P2 II LAP Co-Invest UK, L.P., GMR Holding B.V., and Roberto Sahade with the International Chamber of Commerce International Court of Arbitration. The request relates to the Share Purchase Agreement Holdings entered into with the shareholders of LAP to acquire the shares of LAP. SunEdison guaranteed the payment obligations of Holdings under the Share Purchase Agreement and TERP guaranteed the part of the consideration payable by Holdings for two renewable energy projects in Chile. Holdings’ obligation to complete the acquisition contemplated by the Share Purchase Agreement was subject to the satisfaction of various closing conditions. In addition, the Share Purchase Agreement provided that subject to certain conditions each party could terminate the agreement if the closing did not occur on or prior to September 30, 2015. On October 1, 2015, Holdings received a notice from the sellers purporting to terminate the Share Purchase Agreement. Following receipt of such notice, Holdings exercised its right under the Share Purchase Agreement to terminate the agreement based on the failure by the sellers to satisfy certain conditions precedent to closing and the transaction not closing prior to September 30, 2015. In the request for arbitration, the claimants allege, among other things, that Holdings breached the Share Purchase Agreement and that SunEdison and TERP breached their respective guaranties and request, among other things, damages in an amount not less than $150 million. SunEdison and TERP believe their positions are well-founded and intend to defend themselves vigorously. However, SunEdison and TERP are in the preliminary stages of reviewing the request for arbitration and, as a result, are unable to provide reasonable estimates as to any potential liability.
From time to time, we may conclude it is in the best interests of our stockholders, employees, vendors and customers to settle one or more litigation matters, and any such settlement could include substantial payments; however, other than as may be

44


noted above, we have not reached this conclusion with respect to any particular matter at this time. There are a variety of factors that influence our decision to settle any particular individual matter, and the amount we may choose to pay or accept as payment to settle such matters, including the strength of our case, developments in the litigation (both expected and unexpected), the behavior of other interested parties, including non-parties to the matter, the demand on management time and the possible distraction of our employees associated with the case and/or the possibility that we may be subject to an injunction or other equitable remedy. It is difficult to predict whether a settlement is possible, the amount of an appropriate settlement or when is the opportune time to settle a matter in light of the numerous factors that go into the settlement decision.
13. STOCKHOLDERS’ EQUITY
The following table presents the change in total stockholders' equity and redeemable noncontrolling interests for the nine month period ended September 30, 2015:
 
 
SunEdison Stockholders’
Equity
 
Noncontrolling
Interests
 
Total Stockholders' Equity
 
Redeemable Noncontrolling Interests
In millions
 
 
 
 
 
 
 
 
Balance, January 1, 2015
 
$
233

 
$
1,252

 
$
1,485

 
$
—

Net loss
 
(919
)
 
(98
)
 
(1,017
)
 
9

Other comprehensive loss excluding deconsolidation of SSL, net of tax
 
(37
)
 
(18
)
 
(55
)
 
—

Deconsolidation of SSL (see Note 2)
 
99

 
(158
)
 
(59
)
 
—

Issuance of 2022 Notes, net of tax (see Note 8)
 
57

 
—

 
57

 
—

Issuance of 2023/2025 Notes, net of tax (see Note 8)
 
113

 
—

 
113

 
—

2018/2021 Exchange Agreements and unwind of 2018/2021 Call Spread Overlay (see Note 8)
 
478

 
—

 
478

 
—

Stock plans, net
 
62

 
10

 
72

 
—

GLBL IPO, private placements and related transactions (see Note 18)
 
459

 
684

 
1,143

 
—

TERP follow-on equity offerings, net of tax
 
96

 
922

 
1,018

 
—

Preferred stock offering
 
626

 
—

 
626

 
—

Dividends paid by TERP
 
—

 
(61
)
 
(61
)
 
—

TERP and GLBL equity reallocation
 
139

 
(139
)
 
—

 
—

Acquisition of Renova operating projects (see Note 3)
 
—

 
184

 
184

 
—

Acquisition of First Wind (see Note 3)
 
—

 
103

 
103

 
4

Acquisition of Atlantic Power (see Note 3)
 
—

 
172

 
172

 
—

Acquisition of Witkop/Soutpan (see Note 3)
 
—

 
46

 
46

 
—

TerraForm Private equity contribution (see Note 8)
 
(4
)
 
150

 
146

 
—

Measurement period adjustments (see Note 3)
 
—

 
(18
)
 
(18
)
 
23

Other activity of noncontrolling interests
 
—

 
71

 
71

 
33

Balance, September 30, 2015
 
$
1,402

 
$
3,102

 
$
4,504

 
$
69

Redeemable Noncontrolling Interests
Noncontrolling interests in subsidiaries that are redeemable either at the option of the holder or at fixed and determinable prices at certain dates are classified as redeemable noncontrolling interests between liabilities and stockholders' equity in the unaudited condensed consolidated balance sheets.
SunEdison, Inc. Preferred Stock Issuance
On August 18, 2015, SunEdison entered into an underwriting agreement relating to the sale of 650,000 shares of 6.75% Series A Perpetual Convertible Preferred Stock (the "Perpetual Convertible Preferred Stock"), par value $0.01 per share, at a price to the public of $1,000 per share, in a registered offering. The offering closed on August 21, 2015.
Dividends on the shares of the Perpetual Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee thereof, at the rate per annum of 6.75% on the liquidation preference of $1,000 per share of the Perpetual Convertible Preferred Stock. The dividends may be paid in cash, by delivery of shares of our common stock or through any combination of cash and shares of our common stock, as determined by us.

45


Declared dividends will be payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing December 1, 2015. The Perpetual Convertible Preferred Stock has no maturity date, unless earlier converted or purchased. The Perpetual Convertible Preferred Stock will not be redeemable.

Holders of the Perpetual Convertible Preferred Stock will have the right to convert their shares of the Perpetual Convertible Preferred Stock into shares of common stock of SunEdison at any time. The initial conversion rate will be 56.7666 shares of common stock for each share of Perpetual Convertible Preferred Stock (subject to adjustment in certain circumstances), which is equal to an initial conversion price of approximately $17.62 per share of common stock. In addition, on or after September 6, 2020, we may cause all or any portion of the Perpetual Convertible Preferred Stock to be converted, at our option, into shares of common stock of SunEdison at the then-prevailing conversion rate, subject to certain conditions.
Net proceeds from this offering were $626 million, after deducting the underwriters' discount and estimated offering expenses. The net proceeds from this offering were used for general corporate purposes, including funding working capital and growth initiatives.
TERP Follow-on Equity Offerings
On January 22, 2015, TERP completed a follow-on offering of 13,800,000 shares of its Class A common stock at a price to the public of $29.33 per share for net proceeds of $391 million. TERP used the net proceeds from the offering primarily to repurchase TERP Class B common stock and Class B units from SunEdison, to fund a portion of the acquisition of certain power generation assets from First Wind and to repay remaining amounts outstanding under the 2019 TERP Term Loan.
On June 24, 2015, TERP completed a follow-on offering of 18,112,500 shares of its Class A common stock at a price to the public of $38.00 per share for net proceeds of $667 million. TERP used the net proceeds from the offering primarily to repurchase shares of its Class B common stock and its Class B units from SunEdison, to pay down amounts outstanding on the 2020 TERP Revolver related to acquisitions and for general corporate purposes, which may include the funding of future acquisitions from SunEdison, future acquisitions from third parties, and debt repayment.
Stock-Based Compensation
Stock-Based Compensation Expense
Consolidated stock-based compensation expense from continuing operations for the three month periods ended September 30, 2015 and 2014 was $23 million and $11 million, respectively. Consolidated stock-based compensation expense from continuing operations for the nine month periods ended September 30, 2015 and 2014 was $59 million and $21 million, respectively.
SunEdison, Inc.
2015 Long-Term Incentive Plan
In the second quarter of 2015, shareholders approved the SunEdison, Inc. 2015 Long-Term Incentive Plan (the “2015 LTIP”) and terminated our authority to grant new awards under the Amended and Restated SunEdison, Inc. 2010 Equity Incentive Plan (the “2010 Plan”). The 2015 LTIP provides for broad-based equity grants to employees, including executive officers, and consultants and permits the granting of stock options, stock appreciation rights, restricted stock awards ("RSAs"), performance shares, restricted share units ("RSUs") and other stock-based and cash-based awards. Upon approval of the 2015 LTIP, we received the ability to grant awards covering up to a total of 12,400,000 shares, inclusive of the number of shares remaining that were reserved but not issued under the 2010 Plan. Although, upon approval of the 2015 LTIP, we received the ability to grant awards up to a total of 12,400,000 shares, we intend to limit future grants to 9,128,903 shares, which will ensure that the 2015 LTIP, combined with the 600,000 shares available under the 2015 Non-Employee LTIP, will not increase the number of shares authorized for awards from the number of shares remaining that were reserved but not issued under the 2010 Plan. Shares issued under the 2015 LTIP may be authorized and unissued shares or treasury shares. Shares subject to outstanding awards under the 2010 Plan that expire, are cancelled or otherwise terminate, will also be available for awards under the 2015 LTIP. As of September 30, 2015, there were 9,694,882 shares remaining available for future grant under the 2015 LTIP.
2015 Non-Employee Director Incentive Plan
In the second quarter of 2015, shareholders approved the SunEdison, Inc. 2015 Non-Employee Director Incentive Plan ("Director LTIP"). Upon approval of the Director LTIP by our shareholders, the Director LTIP replaced the 2010 Plan with respect to awards to non-employee directors. The Director LTIP permits the granting of stock options, stock appreciation rights, RSAs, performance shares, RSUs and other stock-based and cash-based awards. Under the Director LTIP, we have the ability to grant awards covering up to a total of 600,000 shares. Shares issued under the Director LTIP may be authorized and unissued

46


shares or treasury shares. As of September 30, 2015, there were 558,000 shares remaining available for future grant under the Director LTIP.
Employee Stock Purchase Plan
In the second quarter of 2015, shareholders approved the 2015 SunEdison, Inc. Employee Stock Purchase Plan (the “ESPP”). Under the ESPP employees may purchase SunEdison common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 10% of the employee’s compensation and employees may not purchase more than 5,000 shares of stock during any offering period. A participant shall not be granted an option under the ESPP if such option would permit the participant’s rights to purchase stock to accrue at a rate that exceeds $25,000 fair market value of stock for each calendar year in which such option is outstanding at any time. The maximum number of shares that we may issue under the ESPP is 2,000,000 shares. The shares may be newly issued shares, treasury shares or shares acquired on the open market. There have been no employee stock purchases pursuant to the ESPP as of September 30, 2015.
Stock Options
The following table presents information regarding outstanding stock options of SunEdison, Inc. as of September 30, 2015 and changes during the nine month period then ended:
 
 
Number of Options Outstanding
 
Weighted Average Exercise Price Per Share
 
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015
 
19,014,891

 
$
7.06

 
 
Granted
 
175,000

 
23.45

 
 
Exercised
 
(4,670,597
)
 
4.63

 
 
Forfeited
 
(965,123
)
 
6.87

 
 
Expired
 
(24,165
)
 
43.94

 
 
Outstanding at September 30, 2015
 
13,530,006

 
$
8.06

 
$
27

Options exercisable at September 30, 2015
 
9,008,252

 
$
7.59

 
$
23

The weighted-average grant-date fair value per share of options granted was $11.68 and $9.36 for the nine month periods ended September 30, 2015 and 2014, respectively.
RSUs
The following table presents information regarding outstanding RSUs of SunEdison, Inc. as of September 30, 2015 and changes during the nine month period then ended:
 
 
Number of RSUs Outstanding
 
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015
 
7,542,808

 
 
Granted
 
4,100,202

 
 
Converted
 
(1,253,994
)
 
 
Forfeited
 
(684,346
)
 
 
Outstanding at September 30, 2015
 
9,704,670

 
$
70

The weighted-average fair value of RSUs on the date of grant was $22.78 and $18.88 for the nine month periods ended September 30, 2015 and 2014, respectively.
On March 2, 2015, we awarded 1,006,200 RSUs to certain employees of SunEdison, Inc. and TERP and on March 10, 2015 we awarded 246,000 RSUs to certain executives of SunEdison, Inc. and TERP. These RSU awards are 80% performance-based and 20% time-based, which are vested at 25% per year over a four year period. For the performance based RSUs, there are three performance tiers with each tier representing 33% of the entire grant. The performance tiers are measured on the dividend per share ("DPS") of TERP a controlled publicly traded subsidiary, for which SunEdison, Inc. is the sponsor. Each of the performance tiers are based on TERP DPS targets, as pre-determined and approved by the Compensation Committee of SunEdison, Inc.'s Board of Directors. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017, 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%. Upon achievement of the targets,

47


participants will vest in the respective tier at 50% during the measurement year, 30% the following year and 20% the year after that. The grant date fair value of these awards was $28 million which will be recognized as compensation cost on a straight line basis over the requisite service periods of four years for the time-based awards and five years for the performance-based awards. The grant date fair value of these awards was calculated based on the SunEdison, Inc. stock price on the date of grant since meeting the requisite performance conditions was considered probable as of this date.
On July 28, 2015, we began recognizing expense related to 474,935 RSUs granted to certain employees of First Wind in connection with its acquisition by SunEdison on January 29, 2015. Approximately 49% of the RSU awards are performance-based and approximately 51% are time-based, for which 33% vest on December 31, 2015, 2016 and 2017. The performance-based awards were issued in three tranches covering the 2015, 2016, and 2017 fiscal year performance periods and are based on the achievement of targets related to additions to our renewable energy generation project development pipeline and backlog and the volume of renewable energy generation projects transferred into TERP or our warehouse vehicles. The grant date fair value of these awards was $12 million which will be recognized as compensation cost on a straight line basis over the requisite service periods of five months for the 2015 tranche, seventeen months for the 2016 tranche, and 29 months for the 2017 tranche and the time-based awards. The grant date fair value of these awards was calculated based on the SunEdison, Inc. stock price on the date of grant since meeting the requisite performance conditions was considered probable as of this date.
TERP
TERP has equity incentive plans that provide for the award of incentive and non-qualified stock options, RSAs and RSUs to employees and non-employee directors, including employees and non-employee directors of SunEdison, Inc. and affiliates. As of September 30, 2015, there were 1,285,421 shares remaining available for future grant under these plans.
RSAs
RSAs provide the holder with immediate voting rights, but are restricted in all other respects until vested. All unvested restricted stock awards are paid dividends and distributions.
The following table presents information regarding outstanding RSAs of TERP as of September 30, 2015 and changes during the nine month period then ended:
 
 
Number of RSAs Outstanding
 
Weighted Average
Grant Date Fair Value Per Share
 
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015
 
4,876,567

 
$
1.12

 
 
Converted
 
(1,846,283
)
 
0.85

 
 
Forfeited
 
(132,588
)
 
0.68

 
 
Modified
 
66,294

 
35.05

 
 
Outstanding at September 30, 2015
 
2,963,990

 
$
2.07

 
$
42

The weighted-average fair value of RSAs per share on the date of grant was $0.57 for the nine month period ended September 30, 2014.
RSUs
The following table presents information regarding outstanding RSUs of TERP as of September 30, 2015 and changes during the nine month period then ended:
 
 
Number of RSUs Outstanding
 
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015
 
825,943

 
 
Granted
 
1,521,777

 
 
Converted
 
(200,592
)
 
 
Forfeited
 
(6,800
)
 
 
Outstanding at September 30, 2015
 
2,140,328

 
$
30

The weighted-average fair value of RSUs on the date of grant was $33.69 and $27.43 for the nine month periods ended September 30, 2015 and 2014, respectively.

48


On March 10, 2015, TERP awarded 841,900 RSUs to certain employees and executive officers of SunEdison, Inc. and TERP. These RSU awards are 80% performance-based and 20% time-based, which are vested at 25% per year over a four year period. For the performance-based RSUs, there are three performance tiers with each tier representing 33% of the entire grant. Each of the performance tiers are based on TERP DPS targets, as pre-determined and approved by the board of directors of TERP. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017, 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%. Upon achievement of the targets, participants will vest in the respective tier at 50% during the measurement year, 30% the following year and 20% the year after that. The grant date fair value of these awards was $29 million which will be recognized as compensation cost on a straight line basis over the requisite service periods of four years for the time-based awards and five years for the performance-based awards. The grant date fair value of these awards was calculated based on the TERP stock price as of the date of grant since meeting the requisite performance conditions was considered probable as of this date.
On July 28, 2015, TERP granted an aggregate of 301,877 RSUs to certain employees of First Wind in connection with its acquisition by SunEdison on January 29, 2015. These RSU awards are 49% performance-based and 51% time-based, which are vested at 33% each of the next three years on December 31. The performance-based awards were issued in three tranches covering the 2015, 2016, and 2017 fiscal year performance periods and are tied to the MW added to our pipeline and backlog and the MW of wind generation projects transferred into TERP or our warehouse vehicles. The grant date fair value of these awards was $9 million which will be recognized as compensation cost on a straight line basis over the requisite service periods of five months for the 2015 tranche, seventeen months for the 2016 tranche, and 29 months for the 2017 tranche and the time-based awards. The grant date fair value of these awards was calculated based on the TERP stock price on the date of grant since meeting the requisite performance conditions was considered probable as of this date.
Stock Options
The following table presents information regarding outstanding stock options of TERP as of September 30, 2015 and changes during the nine month period then ended:
 
 
Number of Options Outstanding
 
Weighted-Average
Exercise Price
 
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015
 
150,000

 
$
29.31

 
 
Granted
 
—

 
—

 
 
Outstanding at September 30, 2015
 
150,000

 
$
29.31

 
$
—

Options exercisable at September 30, 2015
 
56,250

 
$
29.31

 
$
—

The weighted-average grant-date fair value per share of options granted was $11.35 for the nine month period ended September 30, 2014.
GLBL
GLBL has equity incentive plans that provide for the award of incentive and non-qualified stock options, stock appreciation rights, RSAs and RSUs to employees and non-employee directors, including employees and non-employee directors of SunEdison, Inc. and affiliates. As of September 30, 2015, there were 7,203,417 shares remaining available for future grant under these plans.
RSAs
On September 26, 2014 and March 31, 2015, GLBL granted 31,350 and 35,245 shares of restricted Class C common stock, respectively (or 5,606,918 and 6,303,519 shares, respectively, of restricted Class A common stock after giving effect to conversion of restricted Class C common stock to restricted Class A common stock on a 178.8491-for-one basis immediately prior to the completion of the GLBL IPO). Subject to accelerated vesting upon certain events, 25.0% of the restricted Class A common stock will vest on the first through fourth anniversary of the date of the GLBL IPO.
RSAs provide the holder with immediate voting rights, but are restricted in all other respects until vested. Upon a termination of employment for any reason, any unvested shares of Class A common stock held by the terminated Participant will be forfeited. All unvested RSAs are paid dividends and distributions.
The following table presents information regarding outstanding RSAs of GLBL as of September 30, 2015 and changes during the nine month period then ended, after giving effect to the conversion of restricted Class C common stock to restricted Class A

49


common stock on a 178.8491-for-one basis:
 
 
Number of RSAs Outstanding
 
Weighted Average Grant Date Fair Value Per Share
 
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015
 
5,606,918

 
$
0.08

 
 
Granted
 
6,303,519

 
0.21

 
 
Forfeited
 
(2,020,994
)
 
0.08

 
 
Outstanding at September 30, 2015
 
9,889,443

 
$
0.18

 
$
66

RSUs
On September 26, 2014 and March 31, 2015, GLBL granted 1,550 and 2,750 Class C RSUs, respectively (or 277,216 and 491,835 Class A RSUs, respectively, after giving effect to conversion of Class C RSUs to Class A RSUs on a 178.8491-for-one basis immediately prior to the completion of the GLBL IPO). Subject to accelerated vesting upon certain events, 25.0% of the Class A RSUs will vest on the first through fourth anniversary of the date of the GLBL IPO.
RSUs will not entitle the holders to voting rights and holders of the RSUs will not have any right to receive dividends or distributions. Upon a termination of employment for any reason, any unvested Class A RSUs held by the terminated Participant will be forfeited.
The following table presents information regarding outstanding RSUs of GLBL as of September 30, 2015 and changes during the nine month period then ended, after giving effect to the conversion of restricted Class C common stock to restricted Class A common stock on a 178.8491-for-one basis:
 
 
Number of RSUs Outstanding
 
Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015
 
277,216

 
 
Granted
 
514,835

 
 
Outstanding at September 30, 2015
 
792,051

 
$
5

The weighted-average fair value of RSUs per share on the date of grant was $0.82 and $0.12 for the nine month periods ended September 30, 2015 and 2014, respectively.
SSL
Subsequent to the January 20, 2015 underwritten secondary offering described in Note 2, we no longer hold a majority of voting shares in SSL. As SunEdison ceased to own 50% or more of SSL’s outstanding ordinary shares, employees of SSL were deemed to have a termination of employment from SunEdison, Inc. under its various equity incentive plans and all of their outstanding equity awards with respect to SunEdison, Inc. stock would have been forfeited (in the case of unvested awards) or would have expired within three months (in the case of vested options) in accordance with the terms of such plans. In order to minimize the adverse impact of these plans’ provisions on the SSL employees, to provide for a fair continuation of the compensation previously granted and to ensure that SSL’s employees remain incentivized and committed to the mission and performance of SSL’s objectives, SSL and SunEdison, Inc. agreed, effective January 20, 2015, to replace 25% of the equity-based compensation awards relating to SunEdison, Inc. stock that were unvested and held by SSL employees (including non-U.S. employees, subject to applicable local laws) with adjusted stock options and RSUs, as applicable, for SSL’s ordinary shares, each of which generally preserves the value of the original awards. The portion of awards relating to SunEdison, Inc. stock exchanged for awards relating to SSL stock are treated as forfeitures in the tables presented above. The remaining 75% of each of the unvested awards and all vested awards will continue to be held as stock options and RSUs, as applicable, for SunEdison, Inc. common stock by virtue of an amendment to our plans. These continuing options and RSUs will continue to vest in accordance with their terms, with employment by SSL deemed employment by the SunEdison, Inc. The options may be exercised, when vested, by SSL’s employees in accordance with the terms of the original grant. Vesting terms for any awards relating to SSL’s ordinary shares that were substituted for awards originally granted with respect to SunEdison, Inc. stock generally remain substantially similar to the vesting provided for under the original awards, subject to certain adjustments to reflect employment with SSL.

50


14. LOSS PER SHARE
For the three and nine month periods ended September 30, 2015 and 2014, the basic and diluted loss per share (EPS) was calculated as follows:
 

Three Months Ended September 30,
 
Nine Months Ended September 30,
 

2015

2014
 
2015
 
2014
In millions

 

 
 
 
 
 
EPS Numerator:




 
 
 
 
Net loss from continuing operations

$
(287
)
 
$
(204
)
 
$
(801
)
 
$
(858
)
Less: Dividends accumulated for the period on cumulative preferred stock
 
5

 
—

 
5

 
—

Less: Adjustment for net income attributable to redeemable interest holder

—

 
2

 
—

 
5

Loss from continuing operations available to common stockholders - basic and diluted
 
$
(292
)
 
$
(206
)
 
$
(806
)
 
$
(863
)
Income (loss) from discontinued operations available to common stockholders - basic and diluted

3

 
(79
)
 
(118
)
 
(81
)
Net loss available to common stockholders - basic and diluted
 
$
(289
)
 
$
(285
)
 
$
(924
)
 
$
(944
)
 
 
 
 
 
 
 
 
 
EPS Denominator:




 
 
 
 
Weighted-average shares outstanding - basic and diluted

316

 
270

 
295

 
268

 
 
 
 
 
 
 
 
 
Basic and diluted (loss) income per share:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(0.92
)
 
$
(0.77
)
 
$
(2.73
)
 
$
(3.21
)
Discontinued operations
 
0.01

 
(0.29
)
 
(0.40
)
 
(0.30
)
Total loss per share
 
$
(0.91
)
 
$
(1.06
)
 
$
(3.13
)
 
$
(3.51
)
For the three and nine months ended September 30, 2015, dividends accumulated for the period on our Perpetual Convertible Preferred Stock (see Note 13) were added to the net loss from continuing operations for the purpose of calculating income from continuing operations available to common stockholders.
For the three and nine months ended September 30, 2014, the numerator of the EPS from continuing operations calculation was reduced by the holder's share of the net income of the subsidiaries as a result of a share sale agreement entered into with the noncontrolling interest holder.
For the three and nine months ended September 30, 2015 and 2014, all options and warrants to purchase our stock and RSUs, the conversion options, warrants and capped call features associated with the convertible senior notes (see Note 8) were excluded from the calculation of diluted EPS because the effect was antidilutive due to the net loss incurred for the respective periods.

51

15. COMPREHENSIVE LOSS
Comprehensive income (loss) represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Other comprehensive income (loss) includes foreign currency translations, gains (losses) on available-for-sale securities, gains (losses) on hedging instruments and pension adjustments.
The following tables present the changes in each component of accumulated other comprehensive loss, net of tax:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
In millions
 
 
 
 
 
 
 
Foreign currency translation adjustments(1)
 
 
 
 
 
 
 
Beginning balance
$
(15
)
 
$
27

 
$
(54
)
 
$
(20
)
Other comprehensive (loss) income before reclassifications
(12
)
 
(40
)
 
(28
)
 
(29
)
Amounts reclassified from other comprehensive loss(3)
—

 
—

 
55

 
36

Net other comprehensive (loss) income(2)
(12
)
 
(40
)
 
27

 
7

Balance at September 30
$
(27
)
 
$
(13
)
 
$
(27
)
 
$
(13
)
 
 
 
 
 
 
 
 
Cash flow hedges
 
 
 
 
 
 
 
Beginning balance
$
(19
)
 
$
(5
)
 
$
(12
)
 
$
(12
)
Other comprehensive (loss) income before reclassifications
(2
)
 
(5
)
 
(1
)
 
3

Amounts reclassified from other comprehensive loss
—

 
—

 
(8
)
 
(1
)
Net other comprehensive (loss) income(2)
(2
)
 
(5
)
 
(9
)
 
2

Balance at September 30
$
(21
)
 
$
(10
)
 
$
(21
)
 
$
(10
)
 
 
 
 
 
 
 
 
Benefit plans(1)
 
 
 
 
 
 
 
Beginning balance
$
—

 
$
(27
)
 
$
(44
)
 
$
(28
)
Other comprehensive income before reclassifications
—

 
—

 
—

 
1

Amounts reclassified from other comprehensive loss(4)
—

 
—

 
44

 
—

Net other comprehensive income(2)
—

 
—

 
44

 
1

Balance at September 30
$
—

 
$
(27
)
 
$
—

 
$
(27
)
 
 
 
 
 
 
 
 
Accumulated other comprehensive loss at September 30
$
(48
)
 
$
(50
)
 
$
(48
)
 
$
(50
)
__________________________
(1)
Excludes changes in accumulated other comprehensive loss related to noncontrolling interests. Refer to the condensed consolidated statements of comprehensive loss.
(2)
Total other comprehensive (loss) income attributable to SunEdison stockholders was $(14) million and $(45) million for the three month periods ended September 30, 2015 and September 30, 2014, respectively, and $62 million and $(26) million for the nine month periods ended September 30, 2015 and 2014, respectively.
(3)
Amounts reclassified from accumulated other comprehensive loss related to foreign currency translation adjustments for the nine month period ended September 30, 2015 are classified as discontinued operations in the condensed consolidated statements of operations and represent a portion of the loss on disposal of SSL. Amounts reclassified from accumulated other comprehensive loss to noncontrolling interest for the three and nine month periods ended September 30, 2014 relate to derecognition by SunEdison of the accumulated SSL foreign currency translation adjustment attributable to noncontrolling interests as of the date of the SSL initial public offering. This reclassification is not reflected in the condensed consolidated statements of operations.
(4)
Amounts reclassified from accumulated other comprehensive loss related to benefit plans are classified as discontinued operations in the condensed consolidated statements of operations and represent a portion of the loss on disposal of SSL.

52


16. VARIABLE INTEREST ENTITIES
We consolidate any VIEs in renewable energy projects in which we are the primary beneficiary. The carrying amounts and classification of our consolidated VIEs’ assets and liabilities included in our consolidated balance sheet are as follows:
 
 
As of September 30, 2015
 
As of December 31, 2014
In millions
 
 
 
 
Current assets
 
$
747

 
$
309

Non-current assets
 
4,217

 
2,952

Total assets
 
$
4,964

 
$
3,261

Current liabilities
 
$
580

 
$
675

Non-current liabilities
 
2,848

 
1,431

Total liabilities
 
$
3,428

 
$
2,106

The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled using VIE resources.
17. REPORTABLE SEGMENTS
Effective January 20, 2015, in connection with the disposal of our controlling interest in SSL (see Note 2), we determined that our Semiconductor Materials segment met the criteria for classification as discontinued operations. As such, our Semiconductor Materials segment is no longer considered a reportable segment. The information in the tables below has been presented on this basis for all periods presented.
Effective January 29, 2015, we completed the previously announced acquisition of First Wind, a U.S. based renewable energy company focused on the development and operation of utility-scale wind and solar energy projects. As a consequence of our expansion into wind power generation through the completion of the First Wind acquisition, we renamed the segment previously referred to as our Solar Energy segment. Henceforth, this segment will be referred to as our Renewable Energy Development segment. In addition to solar and wind energy generation, management intends to explore opportunities to expand into other methods of clean energy generation in the future.
Effective August 5, 2015 as a result of management reorganization effective upon the completion of the GLBL IPO (see Note 18), we identified TerraForm Global as a new reportable segment.
We are organized by end market, with three business segments: Renewable Energy Development, TerraForm Power, and TerraForm Global. Our Renewable Energy Development segment provides renewable energy services that integrate the design, installation, financing, monitoring, operations and maintenance portions of the renewable energy industry segment for our customers. Our Renewable Energy Development segment also owns and operates renewable energy power plants, manufactures polysilicon and silicon wafers, and subcontracts the assembly of solar modules to support our downstream solar business, as well as for sale to external customers as market conditions dictate. Our TerraForm Power segment owns and operates clean power generation assets, both developed by our Renewable Energy Development segment and acquired from unaffiliated third parties, that sell electricity through long-term PPAs to utility, commercial and residential customers based in Organization for Economic Co-operation and Development (“OECD”) member countries such as the United States, the United Kingdom, Canada, and Chile. Our TerraForm Global segment owns and operates clean power generation assets, both developed by our Renewable Energy Development segment and acquired from unaffiliated third parties, that sell electricity through long-term PPAs to utility and commercial customers based in specified emerging market countries located in the following regions: Asia, Africa, Latin America and the Middle East.
The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. The CODM primarily evaluates segment performance based on segment operating profit (loss) plus interest expense. The CODM also evaluates the business on several other key operating metrics, including free cash flow.

53


The following table shows information by operating segment for the three and nine month periods ended September 30, 2015 and 2014.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
In millions
 
 
 
 
 
 
 
 
Net sales:
 
 
 
 
 
 
 
 
Renewable Energy Development
 
$
293

 
$
431

 
$
842

 
$
1,187

TerraForm Power
 
163

 
53

 
364

 
83

TerraForm Global
 
29

 
7

 
73

 
26

Intersegment elimination(1)
 
(9
)
 
(22
)
 
(25
)
 
(55
)
Consolidated net sales
 
$
476

 
$
469

 
$
1,254

 
$
1,241

Operating (loss) income:
 
 
 
 
 
 
 
 
Renewable Energy Development
 
$
(310
)
 
$
(151
)
 
$
(732
)
 
$
(337
)
TerraForm Power
 
64

 
21

 
92

 
31

TerraForm Global
 
(4
)
 
3

 
—

 
7

Consolidated operating loss
 
$
(250
)
 
$
(127
)
 
$
(640
)
 
$
(299
)
Interest expense:
 
 
 
 
 
 
 
 
Renewable Energy Development
 
$
125

 
$
78

 
$
309

 
$
200

TerraForm Power
 
49

 
23

 
122

 
53

TerraForm Global
 
40

 
6

 
85

 
14

Consolidated interest expense
 
$
214

 
$
107

 
$
516

 
$
267

Depreciation and amortization:
 
 
 
 
 
 
 
 
Renewable Energy Development
 
$
63

 
$
57

 
$
152

 
$
127

TerraForm Power
 
54

 
19

 
141

 
42

TerraForm Global
 
8

 
2

 
28

 
5

Consolidated depreciation and amortization(2)
 
$
125

 
$
78

 
$
321

 
$
174

Capital expenditures:
 
 
 
 
 
 
 
 
Renewable Energy Development(3)
 
$
816

 
$
426

 
$
1,790

 
$
1,079

TerraForm Power
 
—

 
8

 
8

 
60

TerraForm Global
 
—

 
—

 
—

 
—

Consolidated capital expenditures(4)
 
$
816

 
$
434

 
$
1,798

 
$
1,139

(1)
Intersegment sales eliminations relate to operations and maintenance services provided by the Renewable Energy Development segment to the TerraForm Power and TerraForm Global segments and the sale of polysilicon from the Renewable Energy Development segment to SSL prior to the Semiconductor Materials segment meeting the definition of a discontinued operation.
(2)
Consolidated depreciation and amortization per the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 includes $10 million and $87 million, respectively, related to discontinued operations.
(3)
Consists primarily of construction of renewable energy systems of $750 million and $376 million for the three month periods ended September 30, 2015 and 2014, respectively, and $1,619 million and $1,028 million, respectively, for the nine month periods ended September 30, 2015 and 2014.
(4)
Consolidated capital expenditures per the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 includes $14 million and $71 million, respectively, related to discontinued operations.
Intersegment Sales
Sales of renewable energy systems by the Renewable Energy Development segment to the TerraForm Power and TerraForm Global segments are considered transfers of interests between entities under common control. Accordingly, these transactions are recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash proceeds from the sale and the historical carrying value of the net assets is recorded as a distribution by TERP or GLBL to SunEdison and reduces the balance of the noncontrolling interest in TERP or GLBL.

54


Renewable Energy Development
During the three and nine months ended September 30, 2015, our Renewable Energy Development segment recognized restructuring charges of $27 million and $80 million, respectively. See Note 2 for additional information. During the nine months ended September 30, 2014, our Renewable Energy Development segment recognized restructuring charges of $14 million related to the settlement of a polysilicon supply agreement with SSL. During the three and nine months ended September 30, 2015, our Renewable Energy Development segment recognized long-lived asset impairment charges of $38 million and $55 million, respectively, related to the impairment of goodwill acquired in the acquisition of Mark Group and the impairment of power plant development arrangement intangible assets and construction in progress of certain renewable energy projects. During the three and nine months ended September 30, 2014, our Renewable Energy Development segment recognized long-lived asset impairment charges of $42 million related to the impairment of certain multicrystalline solar wafer manufacturing equipment due to market indications that fair value was less than carrying value, the impairment of certain solar module manufacturing equipment following the termination of a long-term lease arrangement with one of our suppliers and the impairment of a power plant development arrangement intangible asset and work in process related to one of our solar projects.
TerraForm Power
During the three month periods ended September 30, 2015 and 2014 our TerraForm Power segment had acquisition and related costs of $11 million and $4 million, respectively. During the nine month periods ended September 30, 2015 and 2014 our TerraForm Power segment had acquisition and related costs of $33 million and $5 million, respectively. During the three and nine month periods ended September 30, 2014 our TerraForm Power segment had formation and offering related fees and expenses of $1 million and $3 million, respectively.
TerraForm Global
During the three and nine months ended September 30, 2015, our TerraForm Global segment had acquisition, formation and offering related costs of $15 million and $29 million, respectively.
Transfers of Capital Expenditures
A reconciliation of the capital expenditures reported above on a segment basis to the capital expenditures reported by TERP and GLBL on a standalone basis in accordance with rules applicable to transactions between entities under common control for the nine months ended September 30, 2015 and 2014 is as follows:
 
 
Renewable Energy Development
 
TerraForm Power
 
TerraForm Global
In millions
 
 
 
 
 
 
Capital expenditures for the nine month period ended September 30, 2015 as reported on a segment basis
 
$
1,790

 
$
8

 
$
—

Capital expenditures transferred from Renewable Energy Development to TERP and GLBL
 
(514
)
 
419

 
95

Capital expenditures for the nine month period ended September 30, 2015 as reported by TERP and GLBL
 
$
1,276

 
$
427

 
$
95

 
 
 
 
 
 
 
Capital expenditures for the nine month period ended September 30, 2014 as reported on a segment basis
 
$
1,079

 
$
60

 
$
—

Capital expenditures transferred from Renewable Energy Development to TERP and GLBL
 
(828
)
 
707

 
121

Capital expenditures for the nine month period ended September 30, 2014 as reported by TERP and GLBL
 
$
251

 
$
767

 
$
121

18. INITIAL PUBLIC OFFERING OF TERRAFORM GLOBAL, INC. AND RELATED TRANSACTIONS
Initial Public Offering
On August 5, 2015, we completed the underwritten initial public offering of 45,000,000 Class A shares of GLBL, a yieldco subsidiary, at a price to the public of $15.00 per share (the “GLBL IPO”). All of the shares in the offering were sold by GLBL. SunEdison purchased 2,000,000 Class A shares in the GLBL IPO. We received net proceeds of approximately $594 million in the IPO, after deducting underwriting discounts and commissions, structuring fees and related offering costs. The shares of GLBL began trading on the NASDAQ Global Select Market on July 31, 2015 under the ticker symbol “GLBL.”

55


Private Placements
On May 6, 2015, we completed a private placement offering (“Offering I”) of Class D units of Global LLC. The aggregate gross proceeds from Offering I were $175 million before deducting placement agent fees and expenses of $11 million. Per the terms outlined in Offering I, 50% of the proceeds were used to repay the amount outstanding under the TerraForm Global Acquisition Facility. Concurrently with the closing of the GLBL IPO, the purchasers received 12,962,963 shares of GLBL's Class A common stock on account of the Class D units purchased in Offering I.
On June 9, 2015, we completed a private placement offering (“Offering II”) of Class D units of Global LLC. The aggregate gross proceeds from Offering II were $335 million before deducting placement agent fees and expenses of $13 million. Concurrently with the closing of the GLBL IPO, the purchasers received 23,508,772 shares of GLBL's Class A common stock on account of the Class D units purchased in Offering II.
On June 9, 2015, certain parties entered into a stock purchase agreement with GLBL in which they agreed to purchase a specified amount of its Class A common stock at a price per share equal to the initial public offering price in a separate private placement transaction (“Offering III” and combined with Offering I and Offering II, the "GLBL Private Placements"). Upon the closing of the GLBL IPO, 4,500,000 shares of Class A common stock were issued to these parties. The aggregate gross proceeds from Offering III were $68 million before deducting placement agent fees and expenses of $5 million.

Senior Notes Offering
Concurrently with the GLBL IPO, GLBL completed the sale of $810 million of 9.75% Senior Notes due 2022 issued by Global Operating LLC in a private offering. See Note 8 for additional information.
Credit Facility
Concurrently with the GLBL IPO, Global Operating LLC entered into a revolving credit facility, which provides for a revolving line of credit of $485 million. See Note 8 for additional information.
Use of Proceeds
GLBL used the proceeds from the GLBL IPO, the Global Private Placements, the Senior Notes and cash on hand to repay and terminate the TerraForm Global Acquisition Facility, fund acquisitions (see Note 3), repay certain GLBL project-level debt and pay for related fees and expenses.

56


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
SunEdison is the largest global renewable energy development company and is transforming the way energy is generated, distributed and owned around the world. We develop, finance, install, own and operate renewable power plants, delivering predictably priced electricity to our residential, commercial, government and utility customers. We are also one of the world's largest renewable energy asset managers and provide customers with asset management, operations and maintenance, and monitoring and reporting services. In addition, we manufacture advanced renewable energy materials and technologies.
The accompanying discussion and analysis of SunEdison includes the consolidated results of TerraForm Power, Inc. ("TERP") and TerraForm Global, Inc. ("GLBL"), which are separate SEC registrants. Effective August 5, 2015 as a result of management reorganization effective upon the completion of the initial public offering of GLBL (see Note 18 to the accompanying condensed consolidated financial statements), we identified TerraForm Global as a new reportable segment. The results of TERP and GLBL are reported as our TerraForm Power and TerraForm Global reportable segments, respectively, as described in Note 17 to the accompanying condensed consolidated financial statements. References to "SunEdison", "we", "our" or "us" within the accompanying discussion and analysis refer to the consolidated reporting entity.
During the third quarter of 2015, we focused on a strategic plan for the ongoing operation of our businesses that allows flexibility. Our business strategy is designed to address the most significant opportunities and risks which we currently face, including:
•
Building our renewable energy project pipeline in order to fuel future global growth in our development business across all platforms.
•
Growing our portfolio of owned renewable power generation assets within TerraForm Power, TerraForm Global and warehouses in order to generate cash available for distribution, a portion of which will subsequently be distributed to common shareholders of TerraForm Power and TerraForm Global, as well as, in the future, preferential sponsor only incentive distributions rights to SunEdison.
•
Managing working capital in consideration of our growth initiatives as well as our desire to retain the majority of the renewable energy projects we develop on our balance sheet (through TerraForm Power, TerraForm Global, warehouse vehicles and other partnerships). While this remains our long-term strategy, we may look for opportunities to sell renewable energy systems to third parties in the near term.
Recent Events
On October 26, 2015, a subsidiary of J.P. Morgan entered into an equity commitment letter (“Equity Commitment”) to provide for a maximum aggregate capacity of $650 million of equity to a partnership which is predominately owned by an investment fund managed by J.P. Morgan Asset Management (the “Partnership”). The Partnership will fund projects acquired or developed by SunEdison. Proceeds from the Partnership are expected to provide for payment of an agreed upfront development margin. These assets will be held indefinitely, until TERP exercises its call rights for SunEdison’s partnership interest or until the assets are sold to a third party. The closing of the Partnership is currently expected to occur in the fourth quarter of 2015. Concurrent with the execution of the Equity Commitment, three of our subsidiaries entered into a master purchase and sale agreement with the Partnership. Pursuant to this master purchase and sale agreement, the Partnership has agreed to purchase, subject to customary closing conditions, including receipt of federal regulatory approvals, three utility scale renewable energy projects which have an aggregate nameplate capacity of 633 MW. The closing of the master purchase and sale agreement is expected to close simultaneously with the closing of the Partnership. The Partnership is also expected to acquire a 33% interest in a 425 MW portfolio of solar assets owned by Dominion.
On September 29, 2015, SunEdison’s board of directors approved management’s recommendation of a restructuring intended to optimize business operations in alignment with current and future market opportunities and accelerate cash flow positive operations. The restructuring provides for a workforce reduction of approximately 15% of SunEdison’s global workforce in response to current and expected market conditions and in order to remove duplicative activities created as a result of merger and acquisition activities and business growth. In connection with the restructuring, SunEdison estimates that it will incur total charges of approximately $30 million to $40 million which will be recognized through the first quarter of 2016. These charges primarily consist of severance and other benefits to terminated employees, most of which are expected to be paid out by the end of the fourth quarter of 2016. Restructuring charges of $27 million were recognized during the three months ended September 30, 2015.

57


On August 21, 2015, we completed a public offering of 650,000 shares of 6.75% Series A Perpetual Convertible Preferred Stock, par value $0.01 per share, at a price of $1,000 per share of perpetual convertible preferred stock. The perpetual convertible preferred stock has no maturity date and SunEdison is not required to redeem the perpetual convertible preferred stock at any time. Holders of the perpetual convertible preferred stock will have the right to convert their shares of perpetual convertible preferred stock, in whole or in part, at any time, into shares of SunEdison common stock at the applicable conversion rate. Initially, the conversion rate per share of perpetual convertible preferred stock is 56.7666 shares of SunEdison common stock (equivalent to an initial conversion price of $17.62 per share of common stock). On or after September 6, 2020, we may cause all or any portion of the Perpetual Convertible Preferred Stock to be converted, at our option, into shares of common stock of SunEdison at the then-prevailing conversion rate, subject to certain conditions. We received net proceeds of $626 million from the offering, after deducting the underwriters' discount and estimated offering expenses. The net proceeds from the offering of the perpetual convertible preferred stock were used for general corporate purposes, which include funding working capital and growth initiatives.
On August 17, 2015, SunEdison entered into an equity commitment letter with West Street Global Infrastructure Partners III, L.P., West Street International Infrastructure Partners III, L.P., West Street European Infrastructure Partners III, L.P. and Broad Street Principal Investments, L.L.C. (the “Funds”) and a debt commitment letter with a syndicate of banks to create a $1.0 billion warehouse investment vehicle (“West Street Infrastructure Partners Warehouse”) for the acquisition, construction financing and placement into operation of utility scale solar and wind projects (“Renewable Energy Projects”). SunEdison intends for West Street Infrastructure Partners Warehouse to acquire Renewable Energy Projects from SunEdison and other third parties and to ultimately sell such projects to TERP. In connection therewith, West Street Infrastructure Partners Warehouse has up to $300 million of equity committed to be provided by the Funds and $700 million of debt committed to be provided by a syndicate of banks including Bank of America, N.A., Morgan Stanley Senior Funding, Inc., and Deutsche Bank Securities Inc.

On August 5, 2015, we completed the underwritten initial public offering of 45,000,000 Class A shares of GLBL, a yieldco subsidiary, at a price to the public of $15.00 per share (the “GLBL IPO”). All of the shares in the offering were sold by GLBL. SunEdison purchased 2,000,000 Class A shares in the GLBL IPO. We received net proceeds of $594 million, after deducting underwriting discounts and commissions, structuring fees and related offering costs. The shares of GLBL began trading on the NASDAQ Global Select Market on July 31, 2015 under the ticker symbol “GLBL.” Concurrently with the GLBL IPO, GLBL completed the sale of $810 million of 9.75% Senior Notes due 2022 issued by Global Operating LLC in a private offering. The Senior Notes bear interest at a fixed rate, which interest is payable in cash semiannually, and have a seven year term. The Senior Notes are subject to customary redemption rights for high yield debt securities. As of the completion of the GLBL IPO, we have identified TerraForm Global as a reportable segment and our results on a segment basis are reported accordingly.
On July 20, 2015, SunEdison and Vivint Solar, Inc. ("Vivint Solar") entered into an Agreement and Plan of Merger, dated as of July 20, 2015 (as it may be amended from time to time, the "Merger Agreement'), by and among SunEdison, SEV Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SunEdison ("Merger Sub"), and Vivint Solar, pursuant to which SunEdison will acquire Vivint Solar for total consideration currently estimated at approximately $1.6 billion, payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes to be issued in connection with the Merger.
On July 15, 2015, we entered into a securities purchase agreement with Light Energia S.A. in which we agreed to acquire all of Light Energia's ownership interest, approximately 16%, in Renova for $250 million. The purchase price is payable in shares of SunEdison common stock. This transaction has not yet closed and is subject to customary closing conditions. GLBL entered into an additional agreement on July 15, 2015 with Renova (the "Backlog Agreement") to acquire certain development-stage projects between 2017 and 2020 provided significant conditions and contingencies are met. GLBL subsequently assigned its rights and obligations under the Backlog Agreement to SunEdison. The Backlog Agreement covers twelve wind and hydro-electric projects in Brazil which represent an aggregate capacity of approximately 2.5 GW. These projects are in various stages of planning and development, and this commitment is subject to significant conditions, along with satisfactory due diligence, regulatory approvals and certain third party consents, and each project must also meet certain technical and operational requirements. If the significant conditions and other contingencies described above are met and all 12 projects are acquired, the aggregate consideration for these projects is currently projected at approximately $4 billion.
On June 30, 2015, TERP entered into a definitive agreement to acquire net ownership of 930 MW of operating and under construction wind power plants from Invenergy for approximately $1.1 billion in cash and the assumption of approximately $818 million of project-level indebtedness. TERP has obtained commitments for a senior unsecured bridge facility of up to $860 million to fund the acquisition of these wind power plants Final closing of this acquisition is expected by the fourth quarter of 2015.

58


On July 1, 2015, SunEdison disposed of 10,608,903 ordinary shares of SunEdison Semiconductor Ltd. ("SSL") in connection with an underwritten public offering of 15,935,828 ordinary shares of SSL at a price to the public of $18.25 per share. We received net proceeds from the disposal of $184 million. As a result of this transaction, we recorded a $3 million gain within discontinued operations. Upon this disposal, we have effectively liquidated our investment in SSL.
Renewable Energy Development Segment
During the three and nine month period ended September 30, 2015, Renewable Energy Development segment revenues were recognized for sales of completed renewable energy systems and other solar products totaling 41 MW and 133 MW, respectively. During the three month period ended September 30, 2015, 534 MW of additional projects were constructed and held on the balance sheet.
We continue to evaluate project development opportunities globally. We have a project pipeline of approximately 8 GW as of September 30, 2015. Approximately 6 GW of our 8 GW project pipeline represents project backlog, which includes projects that are either currently under construction or for which we have an executed power purchase agreement ("PPA") or other energy off-take agreement such as a feed-in tariff ("FiT").
As of September 30, 2015, of our backlog, we had 2,884 MW of renewable energy projects under construction compared to 467 MW as of December 31, 2014. Our projects currently under construction are predominately located in India, Chile, China and the U.S.
The following table summarizes our individually significant projects under construction as of September 30, 2015, which are expected to be completed within the next six months. The remaining 1,895 MW in projects under construction are not individually material in size and vary in stages of construction and jurisdictions.
Project
Location
Generation Type
Rated Capacity (MW)1
PPA Counterparty
Project A
U.S
Wind
300
HP3
Project B
U.S.
Wind
200
N/A2

Project C
U.S.
Wind
185
Western Massachusetts Electric Company, NStar Electric Company, National Grid, and Unitil
Project D
U.S.
Solar
156
Public Service Company of Colorado
Project E
U.S.
Solar
148
Western Massachusetts Electric Company, NStar Electric Company, National Grid, and Unitil
1 Rated capacity is the expected maximum output a renewable system can produce without exceeding its design limits. Wind energy system rated capacity is denoted in MWAC while solar energy system rated capacity is denoted in MWDC.
2There is no PPA associated with this project as output will be sold to an independent system operator market, with pricing fixed via an 8-year forward contract with Morgan Stanley.
3HP has signed a PPA for 112 MW capacity of this project. The remaining MW generated with this project will be sold to an independent system operator market, with a pricing fixed via a forward contract with Citi.
TerraForm Power Segment
TerraForm Power's current portfolio consists of solar and wind projects located in the U.S., Canada, the U.K. and Chile with total nameplate capacity (rated capacity adjusted for TerraForm Power's economic interest) of 1,871 MW. TerraForm Power's projects generally have long-term PPAs with a weighted average (based on MW) remaining life of 16 years as of September 30, 2015. Megawatt hours sold increased from 327 thousand for the three month period ended September 30, 2014 to 846 thousand for the three month period ended September 30, 2015. Megawatt hours sold increased from 440 thousand for the nine month period ended September 30, 2014 to 2,392 thousand for the same period in 2015. Megawatt hours sold refers to the actual volume of electricity generated and sold during a particular period.
TerraForm Global Segment
TerraForm Global's current portfolio consists of solar projects located in China, India, South Africa, Malaysia and Thailand and wind projects located in China and India. These projects have a total combined capacity of 677 MW. TerraForm Global's projects generally have long-term PPAs with a weighted average (based on MW) remaining life of 19 years as of September 30, 2015. Megawatt hours sold increased from 35 thousand for the three month period ended September 30, 2014 to 247 thousand for the same period in 2015. Megawatt hours sold increased from 118 thousand for the nine month period ended September 30, 2014 to 644 thousand for the same period in 2015.

59


RESULTS OF OPERATIONS
Net Sales
Net sales by segment for the three and nine month periods ended September 30, 2015 and 2014 were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015

2014
Renewable Energy Development
$
293

 
$
431

 
$
842

 
$
1,187

TerraForm Power
163

 
53

 
364

 
83

TerraForm Global
29

 
7

 
73

 
26

Intersegment eliminations
(9
)
 
(22
)
 
(25
)
 
(55
)
Consolidated net sales
$
476

 
$
469

 
$
1,254

 
$
1,241

Renewable Energy Development
Renewable Energy Development segment net of intersegment elimination sales were $284 million for the three month period ended September 30, 2015, comprised of sales of renewable energy systems, excluding residential and small commercial, of $30 million, residential and small commercial of $53 million, energy production and services of $113 million and solar materials of $88 million. Renewable energy system sales, excluding residential and small commercial, decreased $221 million over prior year due to our strategic decision to retain ownership of certain renewable energy systems we develop. While this remains our long-term strategy, we may look for opportunities to sell renewable energy systems to third parties in the near term. Net sales to residential and small commercial customers increased $37 million over prior year due to our residential expansion through acquisitions and other various growth initiatives. Renewable energy system sales, including residential, totaled 41 MW recognized in the three months ended September 30, 2015 as compared to 95 MW in same period of 2014. Net sales from energy production and services increased $41 million over the prior year due to our strategic decision to retain ownership of certain renewable energy systems we develop. Net sales of solar materials increased $18 million over the prior year primarily due to sales to SSL, which were intercompany sales in the prior year.
Renewable Energy Development segment net of intersegment elimination sales were $817 million for the nine month period ended September 30, 2015, comprised of sales of renewable energy systems, excluding residential and small commercial, of $196 million, residential and small commercial of $112 million, energy production and services of $257 million and solar materials of $254 million. Renewable energy systems sales, excluding residential and small commercial, decreased $476 million over prior year due to our strategic decision to retain ownership of certain renewable energy systems we develop. While this remains our long-term strategy, we may look for opportunities to sell renewable energy systems to third parties in the near term. Net sales to residential and small commercial customers increased $83 million over prior year due to our residential expansion through acquisitions and other various growth initiatives. Renewable energy system sales, including residential and small commercial, totaled 133 MW recognized in the nine months ended September 30, 2015 as compared to 263 MW in same period of 2014. Net sales from energy production and services increased $108 million over the prior year due to our strategic decision to retain ownership of certain renewable energy systems we develop. Net sales of solar materials decreased $31 million over the prior year primarily due to third party solar module sales which occurred in the prior year period that did not recur in the current period.
TerraForm Power
TerraForm Power segment net sales increased $110 million in the three month period ended September 30, 2015, compared to the same period in 2014, primarily due to energy and incentive revenue associated with operating projects acquired and projects which achieved commercial operations subsequent to September 30, 2014. Megawatt hours sold increased from 327 thousand for the three month period ended September 30, 2014 to 846 thousand for the three month period ended September 30, 2015.
TerraForm Power segment net sales increased $281 million in the nine month period ended September 30, 2015, compared to the same period in 2014, primarily due to energy and incentive revenue associated with operating projects acquired and projects which achieved commercial operations subsequent to September 30, 2014. Megawatt hours sold increased from 440 thousand for the nine month period ended September 30, 2014 to 2,392 thousand for the nine month period ended September 30, 2015.

60


TerraForm Global
TerraForm Global segment net sales increased $22 million in the three month period ended September 30, 2015, compared to the same period in 2014, primarily due to energy revenue associated with operating projects acquired and projects which achieved commercial operations subsequent to September 30, 2014. Megawatt hours sold increased from 35 thousand for the three month period ended September 30, 2014 to 247 thousand for the three month period ended September 30, 2015.
TerraForm Global segment net sales increased $47 million in the nine month period ended September 30, 2015, compared to the same period in 2014, primarily due to energy revenue associated with operating projects acquired and projects which achieved commercial operations subsequent to September 30, 2014. Megawatt hours sold increased from 118 thousand for the nine month period ended September 30, 2014 to 644 thousand for the nine month period ended September 30, 2015.
Gross Profit
Gross profit by segment for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In Millions
2015

2014
 
2015
 
2014
Renewable Energy Development
$
(1
)
 
—
 %
 
$
5

 
1
%
 
$
29

 
3
%
 
$
18

 
2
%
TerraForm Power
94

 
58
 %
 
31

 
58
%
 
169

 
46
%
 
50

 
60
%
TerraForm Global
18

 
62
 %
 
5

 
71
%
 
50

 
68
%
 
16

 
62
%
Total gross profit
$
111

 
23
 %
 
$
41

 
9
%
 
$
248

 
20
%
 
$
84

 
7
%
Renewable Energy Development
Renewable Energy Development segment gross profit decreased by $6 million for the three months ended September 30, 2015 compared to the same period in 2014 predominately due to gross profit of $30 million attributable to energy production and services offset by a loss in our solar materials operations of $39 million driven by costs related to an adverse supply contract agreement.
Renewable Energy Development segment gross profit increased $11 million for the nine month period ended September 30, 2015 compared to the same period in 2014 predominately due to gross profit of $92 million attributable to energy production and services offset by a loss in our solar materials operations of $102 million driven by costs related to an adverse supply contract agreement. The slight increase of $11 million over prior year is primarily driven by the combination of higher energy revenue due to increased operating projects retained, increased volume in residential and small commercial sales and other one time charges incurred in 2014 that did not repeat in 2015.
TerraForm Power
TerraForm Power segment gross profit increased $63 million in the second quarter of 2015, as compared to the same period in 2014, due to higher net sales volumes. TerraForm Power maintained a gross margin of 58% for the quarter, flat to prior year.
TerraForm Power segment gross profit increased $119 million for the nine month period ended September 30, 2015, as compared to the same period in 2014, primarily due to higher net sales volumes. Gross margin as of the nine month period ended September 30, 2015 was 46% as compared to 60% for the nine month period ended September 30, 2014.
TerraForm Global
TerraForm Global segment gross profit increased $13 million in the second quarter of 2015, as compared to the same period in 2014, primarily due to higher net sales volumes. Gross margins as of the three months period ended September 30, 2015 were 62% as compared to 71% in the three month period ended September 30, 2014. Gross profit increase driven by additional projects placed into operations through construction or acquisition post September 30, 2014.
TerraForm Global segment gross profit increased $34 million for the nine month period ended September 30, 2015, as compared to the same period in 2014, primarily due to higher net sales volumes. Gross margin as of the nine month period ended September 30, 2015 was 68% as compared to 62% for the nine month period ended September 30, 2014. Gross profit increase driven by additional projects placed into operations through construction or acquisition post September 30, 2014.

61


Operating Expenses
General and Administrative
General and administrative expenses by segment for the three and nine month periods ended September 30, 2015 and 2014 were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Renewable Energy Development
$
244

 
$
114

 
$
625

 
$
299

As a percentage of net sales
83
%
 
26
%
 
74
%
 
25
%
TerraForm Power
31

 
10

 
78

 
19

As a percentage of net sales
19
%
 
19
%
 
21
%
 
23
%
TerraForm Global
21

 
2

 
50

 
9

As a percentage of net sales
72
%
 
29
%
 
68
%
 
35
%
Total general and administrative
$
296

 
$
126

 
$
753

 
$
327

As a percentage of net sales
62
%
 
27
%
 
60
%
 
26
%
Renewable Energy Development
Renewable Energy Development segment operating expenses increased $130 million in the three months ended September 30, 2015, as compared to the same period in 2014. This increase was primarily due to increases in Renewable Energy Development segment headcount to support growth, acquisition-related transaction costs of $28 million, and operating expenses related to acquisitions since September 30, 2014.
Renewable Energy Development segment operating expenses increased $326 million for the nine month period ended September 30, 2015 as compared to the same period in 2014. This increase was due to increases in Renewable Energy Development segment headcount to support growth, acquisition-related transaction costs of $90 million, operating expenses related to acquisitions since September 30, 2014, noncapitalizable expenses for the GLBL IPO, and increased marketing and selling expenses for our residential growth initiatives.
TerraForm Power
TerraForm Power segment operating expenses increased by $21 million in the three month period ended September 30, 2015 as compared to the same period in 2014, primarily due to acquisition costs of $11 million, increased stock-based compensation expense, increased expenses for non-recurring plant-level professional fees for legal and other consulting services related to tax equity transactions, and increased costs related to owning more renewable energy systems than in 2014.
TerraForm Power segment operating expenses increased by $59 million for the nine month period ended September 30, 2015 as compared to the same period in 2014, primarily due to acquisition costs of $33 million, increased stock-based compensation expense, increased expenses for non-recurring plant-level professional fees for legal and other consulting services related to tax equity transactions, and increased costs related to owning more renewable energy systems than in 2014.
TerraForm Global
TerraForm Global segment operating expenses increased by $19 million in the three month period ended September 30, 2015 as compared to the same period in 2014, primarily due to acquisition and IPO formation costs of $15 million and increased costs related to owning more renewable energy systems than in 2014.
TerraForm Global segment operating expenses increased by $41 million for the nine month period ended September 30, 2015 as compared to the same period in 2014, primarily due to acquisition costs of $28 million and increased costs related to owning more renewable energy systems than in 2014.

62


Restructuring Charges
Restructuring charges for the three and nine month periods ended September 30, 2015 and 2014 were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended Sep. 30,
In millions
2015
 
2014
 
2015
 
2014
Restructuring charges
$
27

 
$
—

 
$
80

 
$
14

As a percentage of net sales
6
%
 
—
%
 
6
%
 
1
%
The Renewable Energy Development Segment incurred $27 million in restructuring charges for the three month period ended September 30, 2015. On September 29, 2015, the SunEdison Board of Directors approved management’s recommendation to a restructuring plan intended to optimize business operations in alignment with current and future market opportunities, and accelerate cash flow positive operations. The restructuring provides for a workforce reduction of approximately 15% of our global workforce in response to current and expected market conditions and in order to remove duplicative activities created as a result of merger and acquisition activities and business growth. In connection with the restructuring, we expect to incur total charges of approximately $30 million to $40 million which will be recognized through the first quarter of 2016. We recognized $27 million related to the restructuring primarily for severance and other benefits to terminated employees, most of which are expected to be paid out by the end of the fourth quarter of 2016.
In addition to the $27 million in charges incurred related to the recently announced restructuring plan, the Renewable Energy Development segment incurred $53 million in restructuring charges for the nine month period ended September 30, 2015 related to the settlement of a dispute with Wacker Chemie AG. On May 7, 2015, we entered into a settlement and release agreement with Wacker to settle all claims and disputes relating to the previous agreements. Under the settlement and release agreement, Wacker retained certain deposits which we previously paid under the agreements in the amount of 24 million euro. In addition, we agreed to pay Wacker a total of 54 million euro comprised of three equal quarterly installments beginning in June 2015, and we made a payment in June 2015 of 23 million euro for the payment of outstanding invoices.
During the nine months ended September 30, 2014, our Renewable Energy Development segment recognized restructuring charges $14 million related to the settlement of a polysilicon supply agreement with SSL.
Long-lived Asset Impairment Charges
Long-lived asset impairment charges for the three and nine month periods ended September 30, 2015 and 2014 were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Long-lived asset impairment charges
$
38

 
$
42

 
$
55

 
$
42

As a percentage of net sales
8
%
 
9
%
 
4
%
 
3
%
The Renewable Energy Development segment incurred $38 million in impairment charges for the three month period ended September 30, 2015 related to the decision to sell the recently acquired Mark Group, a U.K. based solar panel installer. We purchased the Mark Group in July 2015, but due to proposed changes in the FiT program in the U.K., the U.K.'s rooftop solar photovoltaic market was negatively impacted and our long-term plan with respect to this acquisition became unviable. In response to these developments we sold Mark Group in October 2015 to its management group for an immaterial amount of consideration and will exit residential operations in the U.K. market. Based on the agreed upon sales price in this subsequent transaction, we determined that the goodwill recognized upon acquisition was impaired and we recognized a long lived asset impairment charge of $38 million during the three months ended September 30, 2015.
The Renewable Energy Development segment incurred $55 million in impairment charges for the nine month periods ended September 30, 2015 related to the impairment of the Mark Group acquisition, impairment of power plant development arrangement intangible assets and construction in progress of certain renewable energy projects.
During the three and nine months ended September 30, 2014, our Solar Energy segment recognized long-lived asset impairment charges of $42 million. Charges resulted from the impairment of certain multicrystalline solar wafer manufacturing equipment due to market indications that fair value was less than carrying value, the impairment of certain solar module manufacturing equipment following the termination of a long-term lease arrangement with one of our suppliers and the impairment of a power plant development arrangement intangible asset and work in process related to one of our solar projects.

63


Non-operating Expenses (Income)
Interest Expense
Interest expense by segment for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Renewable Energy Development
$
125

 
$
78

 
$
309

 
$
200

As a percentage of net sales
43
%
 
18
%
 
37
%
 
17
%
TerraForm Power
49

 
23

 
122

 
53

As a percentage of net sales
30
%
 
43
%
 
34
%
 
64
%
TerraForm Global
40

 
6

 
85

 
14

As a percentage of net sales
138
%
 
86
%
 
116
%
 
54
%
Total interest expense
$
214

 
$
107

 
$
516

 
$
267

As a percentage of net sales
45
%
 
23
%
 
41
%
 
22
%
Renewable Energy Development
The Renewable Energy Development segment incurred an additional $47 million in interest expense for the three month period ended September 30, 2015 compared to the same period in 2014, driven by increased levels of debt outstanding incurred to support increased development and construction activity and acquisitions. We incurred $42 million in interest expense, amortization of debt discount and amortization of debt fees related to our convertible senior notes for the three month period ended September 30, 2015 compared to $28 million in the same periods in the prior year. For the three month period ended September 30, 2015, we incurred $15 million in interest expense and amortization of debt fees related to the term loans for our First Reserve Warehouse and TerraForm Private Warehouse. In addition, we incurred $7 million in accretion expense for the contingent consideration liability recognized in connection with the First Wind acquisition.
The Renewable Energy Development segment incurred an additional $109 million in interest expense for the nine month period ended September 30, 2015 compared to the same period in 2014, driven by increased levels of debt outstanding incurred to support increased development and construction activity and acquisitions. We incurred an additional $46 million related to interest expense, amortization of debt discount and amortization of debt fees from the issuance of additional convertible senior notes subsequent to the third quarter of 2014. Due to additional interest rate swap agreements entered into subsequent to September 30, 2014 for which we have not elected cash flow hedge accounting, we have incurred an increase of $54 million in interest expense for the nine month period ended September 30, 2015 compared to the same period in the prior year related to the changes in fair value associated with these instruments. Further, we incurred $19 million in accretion expense for the contingent consideration liability recognized in connection with the First Wind acquisition.
TerraForm Power
TerraForm Power segment interest expense increased by $26 million during the three months ended September 30, 2015 and $69 million during the nine months ended September 30, 2015 as compared to the same periods in 2014, primarily due to increased indebtedness at the project-level as well as increased borrowings as a result of the segment's senior notes offerings, which resulted in higher interest expense compared to the same period in 2014.
TerraForm Global
TerraForm Global segment interest expense increased by $34 million during the three months ended September 30, 2015 and $71 million during the nine months ended September 30, 2015 as compared to the same period in 2014, primarily due to increased indebtedness at the project-level as well as increased borrowings as a result of the segment's senior notes offerings, which resulted in higher interest expense compared to the same period in 2014.

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Interest Income
Interest income for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Total interest income
$
(2
)
 
$
(3
)
 
$
(16
)
 
$
(12
)
As a percentage of net sales
—
 %
 
(1
)%
 
(1
)%
 
(1
)%
Interest income for the three month period ended September 30, 2015 is consistent with the same period in 2014.
Interest income for the nine month period ended September 30, 2015 increased compared to the same period in 2014 due to reclassifications of other comprehensive income on cash flow hedging instruments to earnings and higher levels of interest earned on increased restricted cash balances.
Loss on Early Extinguishment of Debt
Loss on extinguishment of debt for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Total loss on early extinguishment of debt, net
$
1

 
$
—

 
$
85

 
$
—

As a percentage of net sales
—
%
 
—
%
 
7
%
 
—
%
Net loss on the early extinguishment of debt of $85 million for the nine months ended September 30, 2015 was primarily attributable to a $75 million loss on the exchange of a portion of the 2018/2021 Notes recognized within the Renewable Energy Development segment, $20 million due to the termination of the 2019 TERP Term Loan and a related interest rate swap, the extinguishment of the 2017 TERP Revolver and prepayment premiums paid in conjunction with the settlement of certain First Wind indebtedness at the acquisition date offset slightly by an $11 million gain recognized by the TerraForm Power segment for the payoff of debt assumed from certain operating projects.

Gain on previously held equity investment
Gain on previously held equity investment for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Gain on previously held equity investment
$
(45
)
 
$
—

 
$
(45
)
 
$
(146
)
As a percentage of net sales
(9
)%
 
—
%
 
(4
)%
 
(12
)%
Gain on previously held equity investment for the three month period ended September 30, 2015 increased by $45 million compared to the same period in 2014 primarily due to a gain on the sale of our equity method investment in NexTracker, Inc.
Gain on previously held equity investment for the nine month period ended September 30, 2015 decreased by $101 million compared to the same period in 2014, predominately due to a $146 remeasurement gain on the SMP acquisition reported in the prior year which was not replicated in 2015.
Other Expense (Income)
Other (income) expense, net for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Total other (income) expense, net
$
(51
)
 
$
9

 
$
(53
)
 
$
19

As a percentage of net sales
(11
)%
 
2
%
 
(4
)%
 
2
%

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Total other income for the three and nine month periods ended September 30, 2015 increased by $60 million and $72 million, respectively, compared to the same periods in 2014, primarily attributable to a $57 million gain recorded for the deconsolidation of the Three Cedars project upon the sale of the project to a joint venture with Dominion, a $45 million gain recognized for a fair value adjustment related to liabilities for mandatorily redeemable financial instruments in connection with the SRP acquisition, a $28 million gain on the remeasurement of our previously held investments in Witkop and Soutpan following the acquisition of a controlling interest in these projects, offset by a $38 million net loss related to foreign currency forward contracts entered into to economically hedge the purchase prices on certain of GLBL's acquisitions dominated in foreign currencies and other net foreign currency transaction losses.
Income Tax (Benefit) Expense
Income tax benefit for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Income tax (benefit) expense
$
(35
)
 
$
(2
)
 
$
(246
)
 
$
(12
)
Income Tax Rate as a % of Loss Before Income Taxes
10
%
 
1
%
 
22
%
 
1
%
For the three month period ended September 30, 2015, we recorded an income tax benefit of $35 million and an effective tax rate of 10% compared to an income tax benefit of $2 million and an effective tax rate of 1% for the same period of 2014. The income tax benefit in the three month period ending September 30, 2015 is associated with tax expense as result of worldwide operational earnings mix at various rates, a tax expense of $10 million related to refinements to purchase accounting for 2015 acquisitions whereby acquired deferred tax liabilities were used as a source of income against current year generated deferred tax assets, a tax benefit of $18 million related to reduction of valuation allowance due to a taxable gain recognized in stockholders’ equity utilizing tax attributes and a tax benefit of $28 million related to intraperiod allocation of tax expense for derivatives recorded in other comprehensive income.
For the nine month period ended September 30, 2015, we recorded an income tax benefit of $246 million and an effective tax rate of 22% compared to an income tax benefit of $12 million and an effective tax rate of 1% for the same period of 2014. The income tax benefit in the nine month period ending September 30, 2015 is associated with tax expense as result of worldwide operational earnings mix at various rates, a tax benefit of $67 million related to the ability to use acquired deferred tax liabilities as a source of income against current year generated deferred tax assets, a tax benefit of $100 million for the establishment of deferred taxes related to certain convertible senior note transactions, a tax benefit of $55 million related to reduction of valuation allowance due to a taxable gain recognized in stockholders’ equity utilizing tax attributes previously offset with valuation allowance, a tax benefit of $28 million related to intraperiod allocation of tax expense for derivatives recorded in other comprehensive income, and a tax benefit of $3 million for reversal of certain liabilities for uncertain tax positions.
Equity in Earnings (Loss) of Equity Method Investments, Net of Tax
Equity in earnings (loss) of equity method investments, net of tax, for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Equity in earnings (loss) of equity method investments, net of tax
$
1

 
$
—

 
$
(11
)
 
$
10

Equity in earnings (loss) of equity method investments, net of tax reported for the nine month periods ended September 30, 2015, was primarily related to the equity in loss recognized as a result of our 25.6% retained ownership interest in SSL through Q2 2015. As of July 1, 2015, we have effectively liquidated our investment in SSL.

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Income (Loss) from Discontinued Operations, Net of Tax
Income/(loss) from discontinued operations, net of tax, for the three and nine month periods ended September 30, 2015 and 2014 was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
In millions
2015
 
2014
 
2015
 
2014
Income (loss) from discontinued operations
$
3

 
$
(79
)
 
$
(118
)
 
$
(81
)
For the nine month period ended September 30, 2015, loss from discontinued operations attributable to SunEdison stockholders increased by $37 million over the same period in the prior year due primarily to the $123 million loss on the disposal of our controlling interest in SSL, offset by a slight $3 million gain recorded in the third quarter for the additional 10,608,903 shares sold on July 1, 2015.

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FINANCIAL CONDITION
The following table summarizes the significant changes in our financial condition as of September 30, 2015 as compared to December 31, 2014:
 
$ Change
% Change
Explanation
Assets as of September 30, 2015 as compared to December 31, 2014
 
 
 
Total cash, cash equivalents, cash committed for construction and restricted cash
$
2,464

196
 %
Increase in cash driven by preferred stock offering, sale of remaining interests in SSL and Global IPO
Accounts receivable, net
75

20
 %
Increase primarily due to acquisitions
Prepaid and other current assets
172

19
 %
Increase primarily due to acquisitions
Current assets held for sale
800

100
 %
Increase due to the decision to sell SRP's India, Bulgaria, Greece, France and Italy projects
Investments
7

5
 %
Immaterial change
Renewable energy systems
4,865

91
 %
Increase primarily due to our acquisitions of Atlantic Power and First Wind and construction of renewable energy systems during the year
Other property, plant and equipment
18

2
 %
Immaterial change
Goodwill
438

600
 %
Increase primarily due to our acquisition of First Wind
Other intangible assets
904

154
 %
Increase driven by our acquisitions of Atlantic Power and First Wind
Other assets
521

83
 %
Increase primarily due to acquisitions and deposit for the purchase of shares in SMP, Ltd. from SSL
Assets of discontinued operations
(1,050
)
(100
)%
Decrease due to deconsolidation of SSL
Liabilities as of September 30, 2015 as compared to December 31, 2014
 
 
 
Current portion of long-term debt and short-term borrowings
$
827

77
 %
Increase primarily due to short-term debt acquired as a result of our acquisition of First Wind
Accounts payable
7

1
 %
Immaterial change
Current liabilities held for sale
652

100
 %
Increase due to the decision to sell SRP's India, Bulgaria, Greece, France and Italy projects
Long-term debt, less current portion
3,852

65
 %
Increase due to issuance of our senior convertible notes due 2022, 2023 and 2025, Margin Loan Agreement, Exchangeable Notes, First Reserve Warehouse Term Loan, TerraForm Private Term Loan, TerraForm Power's senior notes due 2023, and TerraForm Global's Senior Notes due 2022, offset by the exchange of a portion of the senior convertible notes due 2018 and 2021 and repayment of the 2019 TerraForm Power Term Loan
Contingent consideration
492

1,144
 %
Increase primarily due to our acquisition of First Wind
Deferred revenue
376

127
 %
Increase primarily driven by the First Wind acquisition
Other liabilities
403

37
 %
Increase primarily due to acquisitions and higher asset retirement obligations
Liabilities of discontinued operations
(483
)
(100
)%
Decrease due to deconsolidation of SSL

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LIQUIDITY AND CAPITAL RESOURCES
Consolidated Liquidity Overview
Our principal liquidity requirements are to finance current operations; capital expenditures and expenditures for the construction of renewable energy systems for sale or to retain on our balance sheet; acquisitions; service our debt; fund our operations; and to fund cash dividends or other distributions to investors. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, including changes in our acquisitions plans, changes in the timing and terms of pending acquisitions and related financings, changes in our decisions to sell renewable energy systems to third parties or retain the systems on our balance sheet, delays in the development or construction of renewable energy systems, changes in macro or industry economic conditions, lower than anticipated revenues, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing.
Our consolidated financial statements have been prepared assuming the realization of assets and the satisfaction of liabilities in the normal course, as well as continued compliance with the financial and other covenants contained in our existing credit facilities and other financing arrangements.
Our consolidated liquidity as of September 30, 2015 was approximately $3.1 billion, comprised of cash and cash equivalents and cash committed for construction projects. As of December 31, 2014, our consolidated liquidity was approximately $1.0 billion. Cash committed for construction projects includes cash deposited into bank accounts in the normal course of business for general use only in the operations of the project company to build solar energy systems. The cash cannot be used by other project companies or for general corporate purposes. Approximately $334 million of cash and cash equivalents was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects. We believe that any repatriation tax effects would have minimal impacts on future cash flows. The tax effects could be minimized by our actions, including, but not limited to, our ability to bring cash and cash equivalents to the U.S. through settlement of certain intercompany loans.
As of September 30, 2015, on a consolidated basis, SunEdison had $2.4 billion of cash and cash equivalents of which $1.1 billion was held by GLBL, $636 million was held by TERP and $207 million was held by foreign subsidiaries not part of TERP and GLBL. As of September 30, 2015, SunEdison had access to $1.3 billion in cash and cash equivalents, including cash committed for construction projects. SunEdison may obtain access to some of the consolidated cash and cash equivalents held by TERP and GLBL by receiving it in the form of distributions. Future distributions in the form of dividends from TERP and GLBL would be subject to the approval of the respective boards of directors (and in the case of GLBL are not permitted until 2017) and in each case would be made to all shareholders of TERP and GLBL and, therefore, SunEdison has only conditional access to a portion of the cash and cash equivalents in such entities.
As of September 30, 2015, our total indebtedness was $11.7 billion. As of December 31, 2014, our total indebtedness was $7.0 billion. The increase in our total indebtedness since December 31, 2014 is primarily due to funding for increased development and construction activity and acquisitions. We typically finance our renewable energy projects through project entity specific debt secured by the project entity's assets (mainly the renewable energy system) with no recourse to SunEdison, Inc. As of September 30, 2015, $8,628 million of our total indebtedness had no recourse to SunEdison, Inc. As of December 31, 2014, $5,392 million of our total indebtedness had no recourse to SunEdison, Inc.
We incurred a net loss attributable to SunEdison stockholders of $284 million and $919 million for the three and nine month period ended September 30, 2015, respectively, and we used $1,136 million of cash in operations. We expect to continue to incur losses, and we expect our operations, including our acquisition activities, to continue to require substantial cash expenditures, cash commitments and third party financing.
As of September 30, 2015, we had positive working capital of $655 million, compared to a working capital deficit of $356 million as of December 31, 2014. Our working capital is impacted by short-term borrowings and trade accounts payable used to construct renewable energy systems as well as the current portion of our long-term debt. For renewable energy systems that we intend to retain on our balance sheet, we intend to refinance these short-term construction borrowings with permanent capital, generally when these systems achieve commercial operations, which may include issuing long-term, non-recourse debt. Our working capital can also fluctuate significantly from period to period as a result of the timing of cash inflows and outflows associated with our development and construction activities.
While we continue to incur significant indebtedness to fund our operations and acquisitions and have significant pending obligations, we believe that the sources of liquidity described below will be sufficient to support our operations for the next twelve months, although various factors could affect our liquidity position, including changes in the anticipated timing and terms of pending and completed acquisitions and the availability of project capital. Accordingly, no assurances can be made that we will not require additional sources of liquidity to execute our business plan. Management continues to regularly monitor

69


our ability to finance the needs of operating, financing and investing activities within the dictates of prudent balance sheet management as our long-term growth will require additional capital. Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend on various factors, including our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control.
As of September 30, 2015 we own 43% of TERP and 34% of GLBL. We include both entities in our consolidated financial statements on the basis that we control of TERP and GLBL. However, TERP and GLBL and their subsidiaries are separate legal entities with their own creditors and other stakeholders. The renewable energy generation assets that TERP and GLBL and its subsidiaries have acquired and expect to acquire in the future are and will be legally owned by those entities and are not available to satisfy claims of creditors of SunEdison or our other non-TERP or GLBL subsidiaries. Except to the extent provided in certain agreements entered into with TERP and GLBL and its subsidiaries with respect to acquisitions and for the receipt of selected services and financial support from SunEdison, SunEdison has no obligations with respect to TERP or GLBL or for the benefit of its creditors.
The liquidity and capital resources, and the related trends and uncertainties therein, for the Renewable Energy Development, TerraForm Power and TerraForm Global vary based on the nature of each segment's operations and thus the liquidity and capital resources of each segment is separately addressed in the following discussion.
Renewable Energy Development Segment Liquidity
The Renewable Energy Development segment's liquidity as of September 30, 2015 was $1.3 billion, comprised of cash and cash equivalents and cash committed for construction projects. As of December 31, 2014, the Renewable Energy Development segment's liquidity was $326 million.
As of September 30, 2015, the Renewable Energy Development segment's total indebtedness was $7.9 billion. As of December 31, 2014, the Renewable Energy Development segment's total indebtedness was $4.8 billion. The increase in the Renewable Energy Development segment's total indebtedness since December 31, 2014 is primarily due to funding for increased development and construction activity and acquisitions. The Renewable Energy Development segment typically finances renewable energy projects through project entity specific debt secured by the project entity's assets (mainly the renewable energy system) with no recourse to SunEdison, Inc. As of September 30, 2015, $4.8 billion of the Renewable Energy Development segment's total indebtedness had no recourse to SunEdison, Inc. As of December 31, 2014, $3.2 billion of the Renewable Energy Development segment's total indebtedness had no recourse to SunEdison, Inc.
The rate of growth of the Renewable Energy Development segment depends on access to capital. We expect that the continued execution of our strategic plan of building a renewable energy project pipeline to fuel future global growth will require additional financing. There can be no assurances that debt or equity financing will be available to the Renewable Energy Development segment, or available at terms and conditions that we find acceptable, which could significantly impact the segment's earnings and liquidity. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. Equity financing, if any, could impose additional cash payment obligations and could result in the dilution of our existing stockholders.
Sources of Liquidity
The Renewable Energy Development segment's principal sources of liquidity include the following:
•
cash on hand;
•
cash generated from revenues, including the sales of renewable energy systems to TERP, GLBL and third parties and the potential monetization of our development backlog or pipeline through sales to third parties;
•
debt and equity capital under new and existing project financing arrangements (including warehouse vehicles and other similar partnerships);
•
the Renewable Energy Credit Facility;
•
the issuance of additional equity and debt securities as appropriate given market conditions;
•
refinancing of existing indebtedness or modification of existing obligations; and
•
dividends and preferential distributions received as a result of our interests in TERP and GLBL.

70


The Renewable Energy Development segment will need to raise additional funds in the future in order to meet the operating and capital needs of the segment's operations, including the acquisition and construction of renewable energy systems that we intend to retain on our balance sheet, such as those systems that we intend to sell to TERP, GLBL, warehouse vehicles and other partnerships. Generally, these funds are expected to be in the form of non-recourse project finance capital. However, there can be no assurances that such project financing or equity will be available to the Renewable Energy Development segment or available at terms and conditions we find acceptable. The Renewable Energy Development segment may not be able to sell renewable energy projects or secure adequate debt financing or equity funding for such projects on favorable terms, or at all, at the time when such funding is needed. In the event that the Renewable Energy Development segment is unable to raise additional funds, the segment's liquidity will be adversely impacted, the segment may not be able to maintain compliance with our existing debt covenants and its business will suffer. The Renewable Energy Development segment has previously raised funds through the sale of equity interests in SunEdison, TERP and GLBL. SunEdison's equity interests and the equity interests of TERP and GLBL trade significantly below the levels they traded at the time of such financings and therefore raising capital by selling equity is less attractive at this time based on current share prices of SunEdison, TERP, and GLBL. If the Renewable Energy Development segment is able to secure additional financing, these funds could be costly to secure and maintain and could significantly impact the segment's earnings and liquidity.
While retaining renewable energy systems on our balance sheet remains our long-term strategy, we may look for opportunities to sell certain renewable energy systems to third parties as an additional source of liquidity. Factors that could affect our ability to sell projects to third parties include the need to identify third parties with sufficient capital to purchase the renewable energy system and the need to negotiate a price that is acceptable to such buyers and that allows us to earn an acceptable margin on the sale (which, in turn, requires managing development and construction costs). If we are unable to execute on this plan, the Renewable Energy Development segment's liquidity position could be adversely impacted.

71


Uses of Liquidity
The Renewable Energy Development segment's principal uses of liquidity include the following:
•
working capital investments to support the development and construction of renewable energy systems;
•
capital expenditures and expenditures for the construction of renewable energy systems for sale to third parties, TERP, GLBL, warehouse vehicles or other partnerships;
•
operating expenses of our business, including development and other corporate operating expenses
•
acquisitions (including deferred and/or contingent payments associated with previously completed acquisitions);
•
debt service obligations under our credit facilities and other financing arrangements;
•
dividends or other distributions to the investors in warehouse vehicles and other partnerships; and
•
other operating expenditures, including expenditures made in support of and on behalf of TERP and GLBL in accordance various agreements.
The Renewable Energy Development segment has discretion in how cash is used to fund acquisitions and capital expenditures, to develop and construct renewable energy systems and in other aspects of our operations. We evaluate acquisitions, other capital investments and the development of renewable energy systems based on their expected strategic impacts and our expected return on investment. We may use this discretion to decrease the level of capital expenditures and development of renewable energy systems, which may impact the Renewable Energy Development segment's operating results and cash flows in future periods. For example, we may defer acquisitions and construction of renewable energy systems, sell renewable energy systems that we currently own and operate to third parties and look for opportunities to partner with outside investors to finance the development of projects. Generally, once commercial operation is reached, renewable energy systems do not require significant capital expenditures to maintain operating performance.
Debt Service Obligations
The aggregate amounts of payments on the Renewable Energy Development segment's long-term debt due after September 30, 2015 are as follows:
 
Renewable Energy Segment Maturities
(In thousands)
Within 1 Year (a)
 
Year 1 through Year 2
 
Year 2 through Year 3
 
Year 3 through Year 4
 
Year 4 through Year 5
 
Thereafter
 
Total
Maturities of long-term debt
$
1,708

 
$
1,065

 
$
136

 
$
408

 
$
946

 
$
3,621

 
$
7,884

________________________
(a) Of the amount due within one year, $434 million is due under facilities with recourse to SunEdison, Inc.

The Margin Loan Agreement requires the borrower subsidiary to maintain a loan to value ratio not to exceed 40% (based on the value of the TERP Class A Common Stock, which certain of the collateral may be exchanged for). In the event that this ratio is not maintained, the subsidiary must post additional cash collateral under the Margin Loan Agreement and/or elect to repay a portion of the term loans thereunder. During the third quarter of 2015, we were required under the agreement to deposit $152 million into an escrow account as additional collateral, and in October 2015, we were required to deposit an additional $91 million in cash collateral.

72


Project Finance Outlook
Through December 31, 2016, the incremental capital needs of the Renewable Energy Development segment for financing the development and construction of renewable energy systems are currently anticipated to range from approximately $6.5 billion to $8.8 billion depending on the amount of megawatts constructed. We expect that these capital needs will be obtained by the Renewable Energy Development segment through a combination of warehouse vehicle debt and equity, joint venture capital and third party equity capital. However, there can be no assurances that such project financing will be available to the Renewable Energy Development segment or available at terms and conditions we find acceptable. Our strategy has relied on the sale of certain renewable energy systems by the Renewable Energy Development segment to TERP and GLBL, but recent market conditions, such as lower share prices for TERP and GLBL common stock and higher yields on debt financing, have limited the availability and have increased the costs of capital available to TERP and GLBL. As a result, we currently plan to reduce the volume of renewable energy systems sold to TERP and GLBL until market conditions improve. Instead, the Renewable Energy Development segment expects to utilize warehouse vehicles and other partnerships and to increase the volume of systems sold to third parties.
Acquisitions Outlook
We expect the pace and scale of the Renewable Energy Development segment's acquisitions to decrease, but the segment may from time to time acquire some additional renewable energy projects from unaffiliated third parties as we identify limited project-specific strategic opportunities as part of our ordinary course of business. We currently anticipate the need for approximately $1.6 billion in capital to fund the cash portions of the purchase prices for Renewable Energy Development segment acquisitions that have been announced and are expected to close in the next twelve months and for contingent consideration related to previously completed acquisitions during the next twelve months. Considering the TERP Purchase Agreement (defined below), the capital needs are approximately $0.7 billion. The Renewable Energy Development segment currently has adequate funding or financing commitments in place to fund these announced acquisitions. However, it is possible that we may renegotiate or terminate existing acquisition agreements.
Contingent Consideration
The Renewable Energy Development segment has obligations under contingent consideration arrangements entered into in connection with certain acquisitions previously completed by the segment, primarily the First Wind acquisition. The amount payable in cash is based on the entities achieving specific financial metrics or milestones in the development, installation and interconnection of renewable energy systems or shipment of solar modules for residential and small commercial installations. The aggregate maximum of payouts which could occur under these arrangements is $566 million, $449 million of which would be due in the next twelve months if the applicable financial metrics or milestones are achieved.
Vivint Solar
On July 20, 2015, SunEdison and Vivint Solar, Inc. ("Vivint Solar") entered into the Merger Agreement, by and among SunEdison, Merger Sub and Vivint Solar, pursuant to which SunEdison will acquire Vivint Solar for total consideration currently estimated at approximately $1.6 billion, payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes to be issued in connection with the Merger. Final closing of this acquisition, which is subject to approval by Vivint Solar's shareholders, is expected by the fourth quarter of 2015 or the first quarter of 2016. In addition, on July 20, 2015, in connection with its entry into the Merger Agreement, SunEdison entered into a purchase agreement (the "TERP Purchase Agreement") with a subsidiary of TERP, pursuant to which SunEdison will sell to TERP the Vivint Operating Assets consisting of up to 523 MW as of December 31, 2015, which would be valued at up to $922 million in cash, including an advance for projects expected to be acquired from SunEdison following the consummation of the TERP Acquisition (in the form of an interest-bearing, short-term note). We intend to fund the cash portion of the merger consideration primarily from the proceeds of a new $500 million secured debt facility and the completion of the TERP Acquisition. We have entered into a commitment letter with Goldman Sachs Bank USA for a $500 million secured term loan facility. The funding of the term facility is subject to the negotiation of definitive documentation and other customary closing conditions.

73


Renova Transactions
On July 15, 2015, we entered into a securities purchase agreement with Light Energia S.A. in which we agreed to acquire all of Light Energia's ownership interest, approximately 16%, in Renova for $250 million. The purchase price is payable in shares of SunEdison common stock and consequently will not require any material cash payments. GLBL entered into an additional agreement on July 15, 2015 with Renova (the "Backlog Agreement") to acquire certain development-stage projects between 2017 and 2020 provided significant conditions and contingencies are met. GLBL subsequently assigned its rights and obligations under the Backlog Agreement to SunEdison. The Backlog Agreement covers twelve wind and hydro-electric projects in Brazil which represent an aggregate capacity of approximately 2.5 GW. These projects are in various stages of planning and development, and this commitment is subject to significant conditions, along with satisfactory due diligence, regulatory approvals and certain third party consents, and each project must also meet certain technical and operational requirements. If the significant conditions and other contingencies described above are met and all 12 projects are acquired, the aggregate consideration for these projects is currently projected at approximately $4 billion.
TerraForm Power Segment Liquidity
TERP's principal liquidity requirements are to finance current operations, service debt and to fund cash dividends to TERP's investors. TERP will also use capital in the future to finance expansion capital expenditures and acquisitions. As a normal part of TERP's business, depending on market conditions, TERP will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in TERP's operating plans, lower than anticipated electricity sales, increased expenses, acquisitions or other events may cause TERP to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. Equity financing, if any, could result in the dilution of TERP's existing stockholders and make it more difficult for TERP to maintain its dividend policy.
Liquidity Position
Total liquidity as of September 30, 2015 was approximately $1.3 billion, comprised of cash and cash equivalents and availability under TERP's revolver. As of December 31, 2014, TERP's total liquidity was approximately $684 million, comprised of cash and cash equivalents and availability under TERP's revolver. Management believes that TERP's liquidity position and cash flows from operations will be adequate to finance short-term growth commitments, operating and maintenance capital expenditures, and to fund dividends to holders of TERP's Class A common stock and other liquidity commitments. Management continues to regularly monitor TERP's ability to finance the needs of operating, financing and investing activities within the dictates of prudent balance sheet management as long-term growth will require additional capital.
Sources of Liquidity
TERP's principal sources of liquidity include:
•
cash on hand;
•
cash generated from operations;
•
borrowings under new and existing financing arrangements and the issuance of additional equity and debt securities as appropriate given market conditions.
TERP expects that these sources of funds will be adequate to provide for the segment's short-term and long-term liquidity needs. TERP's ability to meet its debt service obligations and other capital requirements, including capital expenditures, as well as make acquisitions, will depend on TERP's future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond TERP's control.

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Uses of Liquidity
TERP's principal requirements for liquidity and capital resources, other than for operating its business, can generally be categorized by the following:
•
funding acquisitions, if any;
•
debt service obligations; and
•
cash dividends to investors.
Generally, once commercial operation is reached, renewable energy facilities do not require significant capital expenditures to maintain operating performance.
Funding Acquisitions
TERP has short-term commitments to acquire additional renewable energy facilities from SunEdison and from unaffiliated third parties. TERP expects to acquire certain of Call Right Projects and projects held in warehouse facilities owned by SunEdison in the near future.
Commitments to Acquire Renewable Energy Facilities from SunEdison
As of September 30, 2015, TERP had open commitments of approximately $1.4 billion in the aggregate to acquire additional renewable energy facilities with a combined nameplate capacity of 1,081 MW from SunEdison, which include commitments TERP expects to be significantly reduced in the near term as outlined below. These commitments include the following:
•
approximately $104 million to acquire 91 distributed generation solar facilities with combined nameplate capacity of 58 MW,
•
approximately $23 million to acquire a portfolio of residential solar facilities with a combined nameplate capacity of 13 MW,
•
approximately $26 million to acquire two utility scale solar generation facilities with a combined nameplate capacity of 22 MW, and
•
$1.2 billion to acquire four wind power plants (Oakfield, Bingham, South Plains I and South Plains II) and one utility scale solar generation facility (Comanche) with a combined nameplate capacity of 988 MW.
On October 26, 2015, SunEdison entered into a master purchase and sale agreement ("MPSA") with a partnership owned predominately by an investment fund managed by J.P. Morgan Asset Management - Global Real Assets Investments. Pursuant to the MPSA, the partnership has agreed to purchase, subject to customary closing conditions, including receipt of regulatory approvals, three of the wind power plants (Oakfield, South Plains II and Bingham) described in the commitments list above. These assets have an aggregate nameplate capacity of 632.4 MW and represent an aggregate commitment by TERP of $779.6 million. Upon the closing of the MPSA, which is expected to occur in the fourth quarter of 2015, TERP’s commitment to SunEdison to purchase those assets will terminate. Under the MPSA, SunEdison has the right to reacquire these projects for a period of time. TERP expects to enter into a call right agreement with SunEdison, such that TERP would have the right to acquire those assets at the time they are repurchased by SunEdison.
Upon closing of the MPSA, as described above, the $1.4 billion aggregate of commitments to SunEdison would be reduced to $580.3 million. TERP is pursuing funding for the remaining commitment amount using a combination of cash on hand, assumption of debt, revolver draws and through structured financing arrangements such as warehouse facilities. Additionally, as SunEdison publicly disclosed on October 7, 2015, SunEdison has revised its strategy for 2016 and intends to sell certain projects to third party warehouse facilities and/or third parties rather than to TERP. With TERP’s consent, these sales could include some of the projects TERP has committed to purchasing, which may further reduce TERP’s commitments described above.
Any acquisitions for which TERP is committed and is unable to fund through warehouse facilities or that are not purchased by third parties will result in TERP’s obligation to purchase such projects directly and TERP may not be able to secure sufficient financing to fund any such purchases on acceptable terms, or at all. TERP’s total liquidity as of September 30, 2015 will allow TERP to meet its current commitments to acquire renewable energy facilities from SunEdison.
Commitments for Third Party Acquisitions

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TERP has committed approximately $2.0 billion in cash and the assumption of $818 million in project-level debt to acquire renewable energy facilities from third parties with a combined nameplate capacity of 1,453 MW, which are expected to close during the fourth quarter of 2015 or the first quarter of 2016.
Financing of Invenergy Wind Power Plants Acquisition
On June 30, 2015, TERP entered into a definitive agreement to acquire net ownership of 930 MW of operating and under construction wind power plants from Invenergy. The aggregate consideration payable for the acquisition is approximately $1.1 billion in cash, and assumption of approximately $818 million of indebtedness. On July 1, 2015, TERP obtained commitments for a senior unsecured bridge facility which provides TERP with up to $1.2 billion to fund the acquisition from Invenergy. On July 17, 2015, TERP terminated $300 million of this bridge facility commitment upon the issuance of its Terra 2025 Notes.
Financing of the Vivint Solar Merger
On July 20, 2015, in connection with SunEdison's acquisition of Vivint Solar, TERP entered into a definitive purchase agreement with SunEdison to acquire the Vivint Operating Assets, which is expected to be completed in the fourth quarter of 2015 or the first quarter of 2016, for up to $922 million. TERP intends to finance the TERP Acquisition with existing cash, availability under TERP’s revolving credit facility and the assumption of project-level debt. On July 20, 2015, TERP obtained commitments for a senior unsecured bridge facility which provides TERP with up to $960 million to fund the acquisition of the Vivint Operating Assets, including related transaction costs, if the intended financing plan discussed above cannot be achieved. In addition, TERP has agreed to use the net proceeds received from a refinancing of approximately 175 million British Pounds (“GBP”) (equivalent of $271 million) of existing project-level indebtedness by entering into a new GBP 315 million (equivalent of $488 million) facility to reduce the commitment under the senior unsecured bridge facility.
Debt Service Obligations
The aggregate amounts of payments on the TerraForm Power segment's long-term debt due after September 30, 2015 are as follows:
 
TerraForm Power Segment Maturities
(In thousands)
Within 1 Year
 
Year 1 through Year 2
 
Year 2 through Year 3
 
Year 3 through Year 4
 
Year 4 through Year 5
 
Thereafter
 
Total
Maturities of long-term debt
$
117

 
$
40

 
$
57

 
$
67

 
$
62

 
$
2,205

 
$
2,548

Cash Dividends to Investors
TERP intends to pay regular quarterly cash dividends to holders of its Class A common stock on or about the 75th day following the last day of each fiscal quarter.
On May 7, 2015, TERP declared a quarterly dividend for the first quarter on its Class A common stock of $0.325 per share, or $1.30 per share on an annualized basis. The first quarter dividend was paid on June 15, 2015 to shareholders of record as of June 1, 2015.
On August 6, 2015, TERP declared a quarterly dividend for the second quarter of 2015 on its Class A common stock of $0.335 per share, or $1.34 per share on an annualized basis. The second quarter dividend was paid on September 15, 2015 to shareholders of record as of September 1, 2015.
TerraForm Global Segment Liquidity
GLBL's principal liquidity requirements are to finance current operations, service debt and to fund cash dividends to investors. GLBL will also use capital in the future to finance expansion capital expenditures and acquisitions. As a normal part of GLBL's business, depending on market conditions, GLBL will from time to time consider opportunities to repay, redeem, repurchase or refinance indebtedness. Changes in operating plans, lower than anticipated electricity sales, increased expenses, acquisitions or other events may cause GLBL to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. Equity financing, if any, could result in the dilution of existing stockholders and make it more difficult to maintain the stated dividend policy.

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Liquidity Position
GLBL's total liquidity as of September 30, 2015 was approximately $1.6 billion, comprised of cash and cash equivalents, cash committed for construction, and availability under GLBL's revolver. Management believes that GLBL's liquidity position and cash flows from operations will be adequate to finance growth, operating and maintenance capital expenditures, and to fund dividends to holders of GLBL's Class A common stock and other liquidity commitments. Management continues to regularly monitor the GLBL's ability to finance the needs of operating, financing and investing activities within the dictates of prudent balance sheet management as GLBL's long-term growth will require additional capital.
Sources of Liquidity
GLBL's principal sources of liquidity include:
•
cash on hand;
•
cash generated from operations;
•
borrowings under new and existing financing arrangements and the issuance of additional equity and debt securities as appropriate given market conditions.
GLBL expects that these sources of funds will be adequate to provide for the segment's short-term and long-term liquidity needs. GLBL's ability to meet its debt service obligations and other capital requirements, including capital expenditures, as well as make acquisitions, will depend on GLBL's future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond GLBL's control.
Uses of Liquidity
GLBL’s principal requirements for liquidity and capital resources, other than for operating its business, can generally be categorized by the following:
•
debt service obligations;
•
funding acquisitions, if any; and
•
cash dividends to investors.
Generally, once commercial operation is reached, solar and wind power generation assets do not require significant capital expenditures to maintain operating performance. As of September 30, 2015, the cash consideration payable on account of GLBL's pending acquisitions was approximately $462 million. In addition, GLBL expects to use an additional $18 million to reduce project-level indebtedness in connection with the completion of such pending acquisitions.
Debt Service Obligations
The aggregate amounts of payments on the TerraForm Global segment's long-term debt due after September 30, 2015 are as follows:
 
TerraForm Global Segment Maturities
(In thousands)
Within 1 Year
 
Year 1 through Year 2
 
Year 2 through Year 3
 
Year 3 through Year 4
 
Year 4 through Year 5
 
Thereafter
 
Total
Maturities of long-term debt
$
80

 
$
8

 
$
8

 
$
10

 
$
15

 
$
1,119

 
$
1,240

Funding Acquisitions
GLBL expects to continue to acquire additional renewable energy assets from SunEdison and from unaffiliated third parties. Although GLBL has no commitments to make any such acquisitions from SunEdison, GLBL expects to acquire certain projects from SunEdison in the near future. GLBL also expects to complete the pending acquisitions discussed below with funds raised in the GLBL IPO and from its senior notes offering.
BioTherm Transaction
On April 24, 2015, GLBL entered into a purchase and sale agreement to acquire a controlling interest in certain operating renewable energy generation assets located in South Africa with a combined generation capacity of 33 MW from BTSA

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Netherlands Cooperatie U.A. (“BioTherm”). The aggregate consideration payable for these three projects is approximately $63 million, comprised of approximately $55 million in cash and 544,055 shares of GLBL’s Class A common stock, which is contractually determined. In addition to the foregoing, GLBL has agreed to pay BioTherm approximately $21 million in additional cash consideration for certain rights and services, of which $18 million was paid in August 2015.
On August 13, 2015, GLBL placed $20 million and 544,055 shares of GLBL Class A common stock into an escrow account to be used as purchase consideration for the two solar projects (Aries and Konkoonsies) and paid the full purchase price of $27 million in cash for the purchase of the wind project (Klipheuwel). The remaining portion of the consideration payable by GLBL for these projects will be paid upon completion of the acquisition. The completion of the BioTherm transaction remains subject to obtaining consents from the South African Department of Energy and project lenders and is expected to occur before the end of the first quarter in 2016. Prior to the completion of the BioTherm transaction, BioTherm is required to direct payment of all distributions from Klipheuwel to GLBL, and GLBL and BioTherm are required to jointly direct the release from the escrow to GLBL amounts equal to the distributions from the Aries and Konkoonsies projects. As a result of this structure, GLBL anticipates receiving in the first quarter of 2016, and each quarter thereafter, the full cash distributions from these projects. Furthermore, at any time, GLBL may direct BioTherm to sell these projects to a third party. In the event that the BioTherm transaction has not closed by February 28, 2017, BioTherm has the option to sell the Aries and Konkoonsies projects to a third party, at which point any remaining funds in the escrow account will be released to BioTherm, and GLBL will receive the proceeds from the sale of these projects to a third party.
Solarpack Transaction
In April 2015, GLBL entered into a share purchase agreement to acquire certain operating renewable energy generation assets located in Uruguay with a combined generation capacity of 26 MW from Solarpack Corporación Tecnológica, S.L. (“Solarpack”). The aggregate consideration that will be paid for this acquisition is $35 million in cash. The Solarpack transaction is expected to close by the end of 2015 upon the projects' achievement of commercial operation.
GME
In June 2015, GLBL signed an agreement with the shareholders of Globeleq Mesoamérica Energy (Wind) Limited (“GME”) to acquire four wind projects in Honduras, Costa Rica and Nicaragua representing a combined generation capacity of 326 MW (the “GME Projects”), as well as GME’s wind and solar development platform. The consummation of the transaction is subject to various conditions, including obtaining consents from the project lenders. GLBL is working with GME, SunEdison, the project lenders and others to satisfy the closing conditions and currently anticipates that the transaction will close by the end of 2015. However, various of the closing conditions are beyond GLBL's control and the transaction may not close at the time and on the terms anticipated. The aggregate expected consideration payable by GLBL to GME is comprised of $340 million in cash and 701,754 shares of the GLBL's Class A common stock, plus interest of 15% per annum on the purchase price accruing from October 1, 2015.
Cash Dividends to Investors
GLBL expects to pay quarterly dividends to the holders of its Class A common stock in future periods.
Consolidated Cash Flow Discussion
We use traditional measures of cash flow, including net cash provided by operating activities, net cash used in investing activities and net cash provided by financing activities to evaluate our periodic cash flow results.
Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
Net cash provided (used) by activity during the nine months ended September 30, 2015 and 2014 follows:
 
 
Nine Months Ended September 30,
 
 
2015
 
2014
In millions
 
 
 
 
Net cash (used in) provided by:
 
 
 
 
Operating activities
 
$
(1,136
)
 
$
(570
)
Investing activities
 
(4,632
)
 
(1,573
)
Financing activities
 
7,288

 
2,421

Our principal sources and uses of cash during the nine months ended September 30, 2015 were as follows:

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Sources:
•
Received $4,868 million from financing arrangements, net of payments
•
Received $1,715 million from TERP and GLBL equity offerings;
•
Received $769 million in contributions, net of distributions, from noncontrolling interests and
•
Received $372 million from the sale of equity interests in SSL
Uses:
•
Used $1,136 million for operations;
•
Invested $1,619 million in construction of renewable energy systems that will remain on our balance sheet, primarily through TERP, GLBL, warehouse vehicles and other partnerships; and
•
Used $2,356 million in acquisitions, net of cash acquired
Net Cash Used in Operating Activities
For the nine month period ended September 30, 2015, cash used in operating activities was $1,136 million, compared to $570 million of cash used by operating activities in the nine month period ended September 30, 2014. The change in our operating cash flow was primarily due to our net loss and additional investments in working capital to support increased development and construction activity.
Net Cash Used in Investing Activities
For the nine month period ended September 30, 2015, cash used in investing activities was $4,632 million, compared to $1,573 million of cash used in investing activities in the nine month period ended September 30, 2014. The increase in investing activity was mainly due to the cash consideration exchanged in relation to our acquisition of First Wind, Atlantic Power, Renova and other acquisitions, and increased construction of renewable energy systems.
Net Cash Provided by Financing Activities
For the nine month period ended September 30, 2015, cash provided by financing activities was $7,288 million, compared to $2,421 million of cash provided by financing activities in the nine month period ended September 30, 2014. The increase was mainly due to proceeds from the preferred stock offering and debt issuances, including the 2022 convertible senior notes, 2023 convertible senior notes, 2025 convertible senior notes, margin loan and TerraForm Power senior notes. We also received cash related to TERP and GLBL equity offerings.
Borrowings and Other Financing Arrangements
Convertible Senior Notes Due 2018 and 2021
On December 20, 2013, we issued $600 million in aggregate principal amount of 2.00% convertible senior notes due 2018 (the "2018 Notes") and $600 million aggregate principal amount of 2.75% convertible senior notes due 2021 (the "2021 Notes", and together with the 2018 Notes, the "2018/2021 Notes") in a private placement offering. The 2018 Notes and the 2021 Notes mature on October 1, 2018 and January 1, 2021, respectively, unless earlier converted or purchased.
On May 12, 2015, we entered into privately negotiated exchange agreements (the “2018/2021 Exchange Agreements”) with a limited number of holders of our outstanding 2018/2021 Notes. Pursuant to the 2018/2021 Exchange Agreements, we exchanged $600 million aggregate principal amount of outstanding 2018 Notes and 2021 Notes ($300 million of the 2018 Notes and $300 million of the 2021 Notes) for 41 million shares of common stock underlying the 2018/2021 Notes to be exchanged and $63 million in cash.
Call Spread Overlay for Convertible Senior Notes Due 2018 and 2021
Concurrent with the issuance of the 2018/2021 Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the "2018/2021 Note Hedges") and warrant transactions (collectively, the "2018/2021 Warrants" and together with the 2018/2021 Note Hedges, the “2018/2021 Call Spread Overlay”), with certain of the initial purchasers of the 2018/2021 Notes or their affiliates. Assuming full performance by the counterparties, the 2018/2021 Call Spread Overlay is designed to effectively reduce our potential payout over the principal amount on the 2018/2021 Notes upon conversion.

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Upon entrance into the 2018/2021 Exchange Agreements, the parties agreed to unwind a portion of the 2018/2021 Note Hedges for a total cash settlement of $635 million, calculated by reference to the weighted price of our common stock on the settlement date, received by us. In addition, the parties agreed to unwind a portion of the 2018/2021 Warrants for a total cash settlement of $632 million, calculated by reference to the weighted average price of our common stock on the settlement date, paid by us.
Convertible Senior Notes Due 2020
On June 10, 2014, we issued $600 million in aggregate principal amount of 0.25% convertible senior notes due 2020 (the "2020 Notes") in a private placement offering. The 2020 Notes mature on January 15, 2020, unless earlier converted or purchased.
Call Spread Overlay for Convertible Senior Notes Due 2020
Concurrent with the issuance of the 2020 Notes, we entered into privately negotiated convertible note hedge transactions (collectively, the "2020 Note Hedges") and warrant transactions (collectively, the "2020 Warrants" and together with the 2020 Note Hedges, the “2020 Call Spread Overlay”), with certain of the initial purchasers of the 2020 Notes or their affiliates. Assuming full performance by the counterparties, the 2020 Call Spread Overlay is meant to effectively reduce our potential payout over the principal amount on the 2020 Notes upon conversion of the 2020 Notes.
Convertible Senior Notes Due 2022
On January 27, 2015, we issued $460 million in aggregate principal amount of 2.375% convertible senior notes due 2022 (the "2022 Notes") in a private placement offering. The 2022 Notes mature on April 15, 2022, unless earlier converted or purchased.
Capped Call Feature for Convertible Senior Notes Due 2022
In connection with the issuance of the 2022 Notes in January 2015, we paid $38 million to enter into privately negotiated capped call option agreements to reduce the potential dilution to holders of our common stock upon conversion of the 2022 Notes. The capped call options expire on April 15, 2022.
Convertible Senior Notes Due 2023 and 2025
On May 20, 2015, we issued $450 million in aggregate principal amount of 2.625% convertible senior notes due 2023 (the "2023 Notes") and $450 million aggregate principal amount of 3.375% convertible senior notes due 2025 (the "2025 Notes," and together with the 2023 Notes, the "2023/2025 Notes") in a private placement offering. The 2023 Notes and the 2025 Notes mature on June 1, 2023 and June 1, 2025, respectively, unless earlier converted or purchased.
Capped Call Feature for Convertible Senior Notes Due 2023 and 2025
In connection with the issuance of the 2023/2025 Notes in May 2015, we paid $123 million to enter into privately negotiated capped call option agreements to reduce the potential dilution to holders of our common stock upon conversion of the 2023/2025 Notes. The capped call options expire on June 1, 2023 on the 2023 Notes and June 1, 2025 on the 2025 Notes.
First Reserve Warehouse
On May 6, 2015, a wholly-owned subsidiary of SunEdison acquired certain equity interests ("First Reserve Warehouse Equity Purchase") in FR Warehouse II, LLC (the “First Reserve Warehouse”), with the remaining equity interests in First Reserve Warehouse being held by an indirect subsidiary of First Reserve Corp. (“First Reserve”). The First Reserve Warehouse was established as an investment vehicle for the acquisition and construction financing of renewable energy projects. The First Reserve Warehouse, through its wholly-owned subsidiaries, intends to acquire renewable energy projects from SunEdison and other third parties and intends to sell such projects to TERP or other third parties upon the completion thereof.

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Concurrent with the First Reserve Warehouse Equity Purchase, we entered into an amended and restated limited liability company agreement for First Reserve Warehouse with First Reserve to set forth, among other things, our appointment as managing member and each of our respective obligations to make capital contributions and/or member loans to First Reserve Warehouse. In addition, First Reserve issued an equity commitment letter to First Reserve Warehouse. Under the terms of such equity commitment letter, First Reserve and its syndicate will contribute up to $500 million of equity (“FR Equity Investment”) for the acquisition and construction of renewable energy projects. The equity interests held by First Reserve and its syndicate are eligible for preferential distributions. In support of the FR Equity Investment, we have agreed to post a letter of credit in support of the debt service reserve requirement under the First Reserve Warehouse Credit Facility (as described below), to potentially compensate First Reserve should First Reserve’s equity not be fully invested in projects that can produce the desired return during the expected investment period (subject to an aggregate cap of $142 million) and, in the event that the FR Equity Investment is not fully utilized, pay fees to First Reserve in respect of any unutilized amounts (subject to an aggregate cap of $70 million).
TerraForm Private Warehouse
On June 26, 2015, a wholly-owned subsidiary of SunEdison acquired certain equity interests in TerraForm Private, LLC (“TerraForm Private”), with the remaining equity interests in TerraForm Private acquired by Macquarie Sierra Investment Holdings Inc. and John Hancock Life Insurance Company (U.S.A.) (together with certain of its affiliates) (collectively known as the “TerraForm Private Investors”). We purchased an aggregate of $20 million in preferred units (the “PREPP Units”) of TerraForm Private and the TerraForm Private Investors collectively purchased an aggregate of $150 million in PREPP Units. We separately purchased an aggregate of $75 million in common units of TerraForm Private (with the PREPP Units, the “TerraForm Private Equity Purchase”).
Concurrent with the TerraForm Private Equity Purchase, we entered into an amended and restated limited liability company agreement with the TerraForm Private Investors (together as the "Members") for TerraForm Private to set forth, among other things, our appointment as the managing member of TerraForm Private and define the respective obligations of the Members under TerraForm Private. Holders of the PREPP Units will have preference over holders of other equity securities of TerraForm Private, including the common units purchased, in respect of distributions and upon certain liquidation events. The PREPP Units will also be entitled to a cash dividend of 4.50% per annum and a pay-in-kind dividend of 5.00% per annum, in each case, on a cumulative basis and payable quarterly in arrears. In connection with the TerraForm Private Equity Purchase, TerraForm Private also granted certain rights to TERP (and its designated controlled affiliates) to purchase interests in the assets held by TerraForm Private pursuant to a separate agreement among Members. Any such purchases are subject to certain conditions and limitations, including the consent of holders of a requisite percentage of the PREPP Units.
Margin Loan
On January 29, 2015, a wholly-owned subsidiary of SunEdison entered into a margin loan agreement . Under the Margin Loan Agreement, the subsidiary borrowed $410 million in term loans. The net proceeds of the term loans, less certain expenses, were made available to SunEdison to fund the acquisition of First Wind. The term loans mature on January 29, 2017. All outstanding amounts under the Margin Loan Agreement bear interest at a rate per annum equal to a three-month Eurodollar rate plus an applicable margin.
Exchangeable Notes Due 2020
On January 29, 2015, a wholly-owned subsidiary of SunEdison issued $337 million aggregate principal amount of 3.75% Guaranteed Exchangeable Senior Secured Notes due 2020 (the “Exchangeable Notes”) in a private placement pursuant to an indenture agreement (the “Exchangeable Notes Indenture”). The Exchangeable Notes bear interest at a rate of 3.75% per annum and mature on January 15, 2020.
Renewable Energy Letter of Credit Facility
On February 28, 2014, we entered into a credit agreement which provides for a senior secured letter of credit facility which has a term ending February 28, 2017. As of September 30, 2015, the aggregate principal amount available was $690 million. Interest under the Credit Facility accrues on the daily amount available to be drawn under outstanding letters of credit or bankers' acceptances, at an annual rate of 3.75%. Drawn amounts on letters of credit are due within seven business days, and interest accrues on drawn amounts at a base rate plus 2.75%. As of September 30, 2015, we had $716 million of outstanding third party letters of credit backed by the Credit Facility, which reduced the available capacity.

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GLBL Bridge Facility
On December 22, 2014, GLBL entered into a credit and guaranty agreement with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, documentation agent, sole lead arranger, sole lead bookrunner, and syndication agent, which initially provided for bridge term loans in an aggregate funding amount of $150.0 million that was subsequently amended to increase the aggregate funding to $550.0 million (the “GLBL Bridge Facility”). 
GLBL's obligations under the bridge facility were guaranteed by certain of its domestic subsidiaries. GLBL’s obligations and the guarantee obligations of its subsidiaries were secured by first priority liens on, and security interests in, substantially all present and future assets of TerraForm Global LLC ("Global LLC") and the subsidiary guarantors. Global LLC paid debt issuance fees of $18.8 million upon entry into the GLBL Bridge Facility, which were recognized as deferred financing fees. At August 4, 2015, $459.8 million was outstanding under the GLBL Bridge Facility and the effective interest rate was 11.08%. The GLBL Bridge Facility was repaid in full and terminated on August 5, 2015, concurrent with the completion of the GLBL IPO.
OCBC (Wind Turbine Purchase) Facility
On December 19, 2014, a subsidiary entered into a credit and guaranty agreement with the Oversea-Chinese Banking Corporation Limited ("OCBC") as sole lead arranger and lender (the “OCBC Facility"). The OCBC Facility provides for a draft loan credit facility in an amount up to $120 million. On December 30, 2014, the subsidiary borrowed $119 million under the OCBC Facility to fund a portion of the purchase price for certain tax credit qualified turbines. The borrowings under the OCBC Facility originally matured six months from the funding date unless payment was otherwise accelerated, subject to certain conditions. In the second quarter of 2015, we extended the maturity of the OCBC Facility through January 2016. The principal and interest amounts outstanding under the OCBC Facility are payable in full at maturity. Interest is calculated at an amount equal to LIBOR plus an applicable margin of 1.25%.
SMP Ltd. Credit Facilities
SMP Ltd. is party to four non-recourse term loan facilities and a working capital revolving credit facility. The term loan facilities provide for a maximum credit amount of 475 billion South Korean Won in aggregate, which translates to $398 million as of September 30, 2015. The term loan facilities hold maturity dates ranging from March 2019 to May 2019. Principal and interest on the term loan facilities is paid quarterly, with annual fixed interest rates ranging from 5.25% to 5.5%. As of September 30, 2015, a total of $334 million was outstanding under the term loan facilities.
Project Construction Facilities
On March 26, 2014, we entered into a financing agreement which provides for a senior secured revolving credit facility which has a term ending March 26, 2017 (the “Construction Facility”). As of September 30, 2015, the amount available under the Construction Facility was $285 million. The Construction Facility is used to support the development and acquisition of new projects in the U.S. and Canada. Subject to certain conditions, we may request that the aggregate commitments be increased to an amount not to exceed $300 million. Interest on loans under the Construction Facility is based on our election of either LIBOR plus an applicable margin of 3.5%, or a defined prime rate plus an applicable margin of 2.5%. As of September 30, 2015, the interest rate under the Construction Facility was 5.75%. As of September 30, 2015, $163 million of the Construction Facility was committed for currently funded projects, which reduced the available capacity under the Construction Facility. Therefore, availability under the Construction Facility was $122 million as of September 30, 2015. As of September 30, 2015, $124 million was considered outstanding and classified under system pre-construction, construction and term debt.
TERP Credit Facilities
On July 23, 2014, Terra Operating LLC and Terra LLC, both wholly-owned subsidiaries of TERP, entered into a revolving credit facility (the "2017 TERP Revolver") and a term loan facility (the "2019 TERP Term Loan" and together with the 2017 TERP Revolver, the “2014 TERP Credit Facilities”). On January 28, 2015, TERP repaid the remaining outstanding principal balance on the 2019 TERP Term Loan of $574 million in full.
On January 28, 2015, TERP replaced the 2017 TERP Revolver with a new $550 million revolving credit facility (the "2020 TERP Revolver "). The 2020 TERP Revolver consists of a revolving credit facility in an amount of at least $550 million (available for revolving loans and letters of credit). TERP recognized a $1 million loss on the extinguishment of debt during the nine months ended September 30, 2015 as a result of this exchange.
In August 2015, TERP obtained a commitment from a counterparty to increase its borrowing capacity under the 2020 TERP Revolver by $75 million. This increased the total borrowing capacity under the 2020 TERP Revolver to $725 million as of

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September 30, 2015. TERP is permitted to further increase the borrowing capacity under the Revolver to up to $1.0 billion. There were no revolving loan amounts outstanding under the 2020 TERP Revolver as of September 30, 2015.
The 2020 TERP Revolver matures on January 27, 2020. Each of Terra Operating LLC's and Terra LLC’s existing and subsequently acquired or organized domestic restricted subsidiaries (excluding non-recourse subsidiaries) are or will become guarantors under the 2020 TERP Revolver.
All outstanding amounts under the 2020 TERP Revolver will bear interest initially at a rate per annum equal to either (i) a base rate plus a margin of 1.50% or (ii) a reserve adjusted Eurodollar rate plus a margin of 2.50%. After the fiscal quarter ended September 30, 2015, the base rate margin will range between 1.25% and 1.75% and the Eurodollar rate margin will range between 2.25% and 2.75% as determined by reference to a leverage-based grid.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying condensed consolidated financial statements and related footnotes. In preparing these financial statements, we have made our best estimates of certain amounts included in the financial statements. Application of these accounting policies and estimates, however, involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In arriving at our critical accounting estimates, factors we consider include how accurate the estimate or assumptions have been in the past, how much the estimate or assumptions have changed and how reasonably likely such change may have a material impact. Our critical accounting policies and estimates are more fully described in Item 7 and Note 2 of Notes to Consolidated Financial Statements, included in Exhibit 13 to our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes to our critical accounting policies and estimates since December 31, 2014.
RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 1 to the unaudited condensed consolidated financial statements.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 SunEdison expects or anticipates will occur in the future are forward-looking statements. They may include estimates of expected cash available for distribution, earnings, revenues, capital expenditures, liquidity, capital structure, future growth, and other financial performance items (including future dividends per share), descriptions of management’s plans or objectives for future operations, products, or services, or descriptions of assumptions underlying any of the above. Forward-looking statements reflect SunEdison’s current expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although SunEdison 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.
By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, delays or unexpected costs during the completion of projects under construction; regulatory requirements and incentives for production of renewable power; operating and financial restrictions under agreements governing indebtedness; the condition of capital markets and our ability to borrow additional funds and access capital markets; the impact of foreign exchange rate fluctuations; the ability to compete against traditional and renewable energy companies; challenges inherent in constructing and maintaining renewable energy projects; the success of ongoing research and development efforts; the ability to successfully integrate

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the businesses of acquired companies and realize the benefits of such acquisitions; and hazards customary to the power production industry and power generation operations, such as unusual weather conditions and outages. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations. Many of these factors are beyond SunEdison’s control.
SunEdison disclaims any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data, or methods, future events, or other changes, except as required by law. The foregoing list of factors that might cause results to differ materially from those contemplated in the forward-looking statements should be considered in connection with information regarding risks and uncertainties which are described in SunEdison’s Form 10-K for the fiscal year ended December 31, 2014, as well as additional factors it may describe from time to time in other filings with the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
There has been no material change to SunEdison's market risks since December 31, 2014. Please refer to “Market Risk” included in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2014.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of September 30, 2015 under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2015.
Changes in Internal Control over Financial Reporting
During the third quarter of 2015, we completed the implementation of a new global consolidation system that will enhance our consolidation processes, and we are in the process of implementing a new global enterprise resource planning system (“ERP”) that will enhance our business and financial processes and standardize our information systems. In October 2015, we substantially completed the ERP implementation with respect to several operations and will continue to roll out the ERP in phases over the next several years.  As with any new information systems we implement, these applications, along with the internal controls over financial reporting and consolidation included in these processes, will require testing for effectiveness. In connection with these implementations, we are updating our internal controls over financial reporting and consolidation, as necessary, to accommodate modifications to our business processes and accounting procedures. We do not believe that these implementations will have an adverse effect on our internal control over financial reporting or consolidation.  Except as described above, there were no changes in SunEdison's internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, SunEdison's internal control over financial reporting.

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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 12 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for disclosures concerning our legal proceedings, which disclosures are incorporated herein by reference.
Item 1A. Risk Factors.
In addition to the information set forth elsewhere in this quarterly report on Form 10-Q and the risks described below, you should carefully consider the factors under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2014. These risks could materially and adversely affect our business, financial condition and results of operations.
Risks Related to Liquidity and Capital Resources
We have capital intensive business, a significant amount of indebtedness and upcoming payments with respect to completed and pending acquisitions that require significant cash flow from operations and funds from various financing sources that may not be available in the future and as a result our business could be adversely affected, including our ability to develop new projects and fund our regular operational needs. We have also incurred losses and used substantial cash in our operating activities and we expect to continue to incur losses and use cash in our operating activities.
Our principal liquidity requirements are to finance current operations and other operating expenditures; capital expenditures and expenditures for the construction of renewable energy systems; acquisitions, including deferred and/or contingent payments for completed acquisitions; service our debt and to fund cash dividends or other distributions to investors. We expect that the continued execution of our strategic plan of building a renewable energy project pipeline to fuel future global growth, along with growing our portfolio of owned renewable energy generation assets in order to generate cash available for distribution to investors in TERP, GLBL, warehouse vehicles and other partnerships will require additional financing.
Debt or equity financing may not be available to us, or available at terms and conditions that we find acceptable, which could significantly impact our earnings and liquidity. Debt financing, if available, could impose additional cash payment obligations.  We will need to raise additional funds in the future in order to meet the operating and capital needs of our renewable energy development business, including the acquisition and construction of renewable energy projects that we intend to retain on our balance sheet. Our strategy has relied on the sale of certain renewable energy systems by the Renewable Energy Development segment to TERP and GLBL, but recent market conditions, such as lower share prices for TERP and GLBL common stock and higher yields on debt financing, have limited the availability and have increased the costs of capital available to TERP and GLBL. As a result, we currently plan to reduce the volume of renewable energy systems sold to TERP and GLBL until market conditions improve. Instead, the Renewable Energy Development segment expects to utilize warehouse vehicles and other partnerships and to increase the volume of systems sold to third parties. While funds for project developments are expected to be in the form of non-recourse project finance capital, such project financing or equity may not be available to us, or available at terms and conditions we find acceptable. Moreover, we may not be able to sell renewable energy projects or secure adequate debt financing or equity funding for such projects on favorable terms, or at all, at the time when we need such funding. Additionally, we have historically raised funds through the sale of equity interests in SunEdison, TERP and GLBL. Our equity interests and the equity interests of TERP and GLBL trade significantly below the levels they traded at the time of such financings and therefore such financings are less attractive. If we are unable to secure additional financing, our earnings, liquidity and ability to develop projects will be adversely impacted and we may not be able to maintain compliance with our existing debt covenants and our business will suffer. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
Risks Related to TerraForm Global
As described above, we completed the initial public offering of TerraForm Global on August 5, 2015. We believe that the risks we face in respect of TerraForm Global are substantially similar to those we have described in our Form 10-K for the year ended December 31, 2014 in respect of TerraForm Power, including with respect to TerraForm Global’s dependence on us for the growth of its business and the provision of management and administration services by us, our control over and substantial influence over TerraForm Global, call rights projects and other matters covered by our support agreement with TerraForm Global, transfers of IDRs to third parties, additional costs associated with the operation of TerraForm Global’s business, the potential for greater exposure to legal liability as a publicly traded corporation, potential conflicts of interest between us and TerraForm Global and our ability generally to achieve the expected benefits from the initial public offering of TerraForm Global.

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In addition, TerraForm Global’s initial portfolio consists of projects located in China, Brazil, India, South Africa, Honduras, Costa Rica, Nicaragua, Peru, Uruguay, Malaysia and Thailand. TerraForm Global also intends to expand and diversify its international portfolio by acquiring additional utility-scale and distributed clean generation assets located in other emerging markets in Asia, Africa and Latin America, and in similar geographies in the Middle East. Operations in emerging markets involve a number of risks that are more prevalent than in developed markets. As a result, we will be subject to a number of risks and uncertainties associated with operating and expanding internationally and in emerging markets that we have not historically faced, including, without limitation, political, social and economic instability (including wars, acts of terrorism, political unrest, boycotts, sanctions and other business restrictions), the macroeconomic climate (including high rates of inflation, and levels of energy consumption in the countries where we have operations), foreign exchange rate fluctuations, the imposition of currency controls and restrictions on repatriation of earnings and cash, nationalization or other expropriation of private enterprises and land, protectionist and other adverse public policies, unexpected changes in laws or enforcement practices (including those relating to land use regulations and permitting requirements, taxation policies and/or the regulatory or legislative environment in the countries in which we operate, including reductions to renewable power incentive programs or changes in renewable power pricing policies, possibly with retroactive effect), measures restricting the ability of our facilities to access the grid to deliver electricity at certain times or at all, the comparative cost of other sources of energy, longer sales and payment cycles and greater difficulty collecting accounts receivable, inability to obtain adequate financing on attractive terms and conditions, difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms and/or timely identifying, attracting and retaining qualified technical and other personnel, difficulty competing against competitors who may have greater financial resources and/or a more effective or established localized business presence, international business practices that may conflict with other customs or legal requirements to which we are subject (including anti-bribery and anti-corruption laws), any downgrading of the sovereign debt ratings of the countries in which we operate by an international rating agency, inability to obtain, maintain or enforce intellectual property rights 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).
We are subject to shareholder class action lawsuits regarding the TerraForm Global IPO.
On October 23, 2015 and October 30, 2015, separate purported class action lawsuits were filed in the Superior Court of the State of California for the County of San Mateo against SunEdison, TerraForm Global, certain officers and directors of TerraForm Global and SunEdison and each of the underwriters of TerraForm Global’s August 5, 2015 initial public offering. Additionally, on October 29, 2015 and November 5, 2015, separate purported class action lawsuits were filed in in the U.S. District Court for Northern District of California against the same defendants. The class action plaintiffs in each of the lawsuits assert claims under Section 11, 12(a)(2) and Section 15 of the Securities Act of 1933, as amended. The class action complaints in each of the lawsuits allege, among other things, that the defendants made false and materially misleading statements and failed to disclose material information in the Registration Statement for TerraForm Global’s August 5, 2015 initial public offering regarding SunEdison and its recent operating results and business strategy. Among other relief, the class action complaints seek class certification, unspecified compensatory damages, rescission, attorneys’ fees, costs and such other relief as the Court should deem just and proper. The resolution of these lawsuits could have a material adverse effect on the SunEdison’s and TerraForm Global’s business, consolidated financial position and results of operations. Additionally, regardless of outcome, these lawsuits may require significant attention and resources of management, result in significant legal expenses, harm the reputation of SunEdison and TerraForm Global and lead to a reluctance of third-parties to engage in business transactions with SunEdison or TerraForm Global. Any of these circumstances could have a material adverse effect on our business, consolidated financial position and results of operations.
Risks Related to the Vivint Solar Acquisition
Completion of the Vivint Solar acquisition is subject to conditions and if satisfaction of these conditions is delayed or these conditions are not satisfied or waived, the acquisition may be delayed or may not be completed at all.
Completion of the Vivint Solar acquisition is subject to satisfaction or waiver (to the extent permitted under applicable law) of a number of conditions, including certain regulatory approvals. In addition, each party’s obligation to complete the Vivint Solar acquisition is subject to the accuracy of the representations and warranties of the other party under the Merger Agreement, including the absence of a material adverse effect, and the performance by the other party of its respective obligations under the agreement. The failure to satisfy all of the required conditions could delay the completion of the Vivint Solar acquisition for a significant period of time or prevent it from occurring. Any delay in completing the Vivint Solar acquisition could cause us not to realize some or all of the benefits that we expect to achieve if the Vivint Solar acquisition is successfully completed within its expected timeframe. In addition, the conditions to the closing of the Vivint Solar acquisition may not all be satisfied or waived, in which case the Vivint Solar acquisition may not be completed.

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SunEdison, Vivint Solar, Merger Sub, 313, TerraForm Power and Vivint Solar’s directors have been named as defendants in several putative shareholder class actions challenging the proposed Merger and may be named as defendants in future such litigation. The lawsuits, captioned Canez v. Butterfield, et al., C.A. No. 11359-VCL, filed in the Delaware Court of Chancery on July 31, 2015, Belyea v. Vivint Solar, Inc., et al., Case No. 11376-VCL filed in the Delaware Court of Chancery on August 7, 2015, Bushansky v. Vivint Solar, Inc., et al., Docket No. 150401294, filed in the District Court of the State of Utah, Fourth Judicial District, Utah County, Provo on August 21, 2015, and Williams v. Vivint Solar, Inc., et al., Docket No. 150401309, filed in the District Court of the State of Utah, Fourth Judicial District, Utah County, Provo on August 25, 2015, generally allege, among other things, that the proposed Merger fails to properly value Vivint Solar and that the individual defendants breached their fiduciary duties and aided and abetted such breaches in connection with the Merger. Among other remedies, the plaintiffs in such actions may seek injunctive relief to enjoin the defendants from completing the Merger on the agreed-upon terms, monetary relief and attorneys’ fees and costs. One of the conditions to the consummation of the Merger is that no judgment (whether preliminary, temporary or permanent) or other order, legal restraint or prohibition by any court or other governmental entity shall be in effect that prevents, makes illegal or prohibits the consummation of the Merger. Such legal proceedings could delay or prevent the Merger from becoming consummated within the agreed upon timeframe or at all, which could result in substantial costs to SunEdison.
Integrating the assets we intend to acquire in the Vivint Solar acquisition may be more difficult, costly or time consuming than expected and the anticipated benefits of the Vivint Solar acquisition may not be realized.
Until the completion of the Vivint Solar acquisition, we will continue to operate independently from Vivint Solar. The success of the acquisition, including anticipated benefits, will depend, in part, on our ability to successfully combine and integrate those assets with our existing operations. In addition, the acquisition of residential projects represents a change in the nature of our business, and we may not be able to adapt to such change in a timely manner, or at all. It is possible that the pendency of the Vivint Solar acquisition or the integration process could result in the loss of key employees, higher than expected costs, diversion of management attention and resources, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the Vivint Solar acquisition. If we experience difficulties with the integration process, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize than expected.
In connection with our acquisition of Vivint Solar, we expect to incur significant additional indebtedness, which could adversely affect us, including by decreasing our business flexibility, and will increase our interest expense.
We will have substantially increased indebtedness as a result of the Vivint Solar acquisition in comparison to our indebtedness on a recent historical basis, which could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and increasing our interest expense. We will also incur various costs and expenses associated with the financing and the acquisition. The amount of cash required to pay interest on our increased indebtedness following completion of the Vivint Solar acquisition, and thus the demands on our cash resources, will be greater than the amount of cash flow required to service our indebtedness prior to the transaction. The increased levels of indebtedness following completion of the Vivint Solar acquisition could also reduce funds available for working capital, capital expenditures, acquisitions and other general corporate purposes and may create competitive disadvantages for us relative to other companies with lower debt levels. If we do not achieve the expected benefits from the Vivint Solar acquisition, or if our financial performance after completion of the Vivint Solar acquisition does not meet current expectations, then our ability to service our indebtedness may be adversely impacted.
Moreover, we may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements. Our ability to arrange additional financing or refinancing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. We may not be able to obtain additional financing or refinancing on terms acceptable to us or at all.
The Vivint Solar acquisition will involve substantial costs.
We have incurred, and expect to continue to incur, a number of non-recurring costs associated with the Vivint Solar acquisition. The substantial majority of non-recurring expenses, including, but not limited to, costs and expenses related to the financing of the acquisition, will be comprised of transaction and regulatory costs related to the Vivint Solar acquisition. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred, any of which may be material.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Share Repurchase Program

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Since 2007, our Board of Directors has had in place a share repurchase program. There were no repurchases during the third quarter of 2015.
Dividend Restrictions
The Credit Facility restricts us and certain of our subsidiaries from making “restricted payments,” as defined in the agreement.  These restricted payments include the declaration or payment of any dividend or any distribution on account of our or our subsidiaries' equity interests and may not be made unless certain criteria, as set forth in the agreement, have been met. The Credit Facility also restricts our use of working capital in certain situations.
Exchange Agreements related to Convertible Senior Notes Due 2018 and 2021
As discussed in Note 8, we entered into 2018/2021 Exchange Agreements with a limited number of holders of our outstanding 2018/2021 Notes. Pursuant to the 2018/2021 Exchange Agreements, we exchanged $600 million aggregate principal amount of outstanding 2018 Notes and 2021 Notes ($300 million of the 2018 Notes and $300 million of the 2021 Notes) for 41 million shares of common stock underlying the 2018/2021 Notes to be exchanged and $63 million in cash.
Item 6.
Exhibits.
See Exhibit Index following the signature page of this report.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
 
 
SunEdison, Inc.
 
 
/s/ Brian Wuebbels
November 9, 2015
 
Name:
 
Brian Wuebbels
 
 
Title:
 
Executive Vice President, Chief Administration Officer and Chief Financial Officer (Principal financial and accounting officer)

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EXHIBIT INDEX
Exhibit Number
  
Description
2.1
 
Agreement and Plan of Merger dated July 20, 2015, by and among the SunEdison, Inc., SEV Merger Sub Inc. and Vivint Solar, Inc. (Incorporated by reference to Exhibit 2.1 of SunEdison’s Form 8-K filed July 22, 2015).(a)
3.1
 
Certificate of Designations of 6.75% Series A Perpetual Convertible Preferred Stock of SunEdison Inc., dated August 21, 2015 (Incorporated by reference to Exhibit 3.1 of SunEdison’s Form 8-K filed August 21, 2015).
4.1
 
Specimen 6.75% Series A Perpetual Convertible Preferred Stock share certificate (Incorporated by reference to Exhibit 4.1 of SunEdison’s Form 8-K filed August 21, 2015).
10.1
 
Purchase Agreement dated as of July 20, 2015, by and between SunEdison, Inc. and TerraForm Power, LLC. (Incorporated by reference to Exhibit 10.1 of SunEdison’s Form 8-K filed July 22, 2015).
10.2
 
Voting Agreement dated as of July 20, 2015, by and among SunEdison, Inc., SEV Merger Sub Inc. and 313 Acquisition LLC. (Incorporated by reference to Exhibit 10.2 of SunEdison’s Form 8-K filed July 22, 2015).
10.3
 
Lock-Up Agreement dated as of July 20, 2015, by 313 Acquisition LLC. (Incorporated by reference to Exhibit 10.3 of SunEdison’s Form 8-K filed July 22, 2015).
10.4*
 
Amendment No. 6 to Credit Agreement dated March 11, 2015 between SunEdison, Inc. and the guarantors and lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
10.5*
 
Amendment No. 7 to Credit Agreement dated May 6, 2015 between SunEdison, Inc. and the guarantors and lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
10.6*
 
Amendment No. 8 to Credit Agreement dated July 31, 2015 between SunEdison, Inc. and the guarantors and lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
10.7*
 
Securities Purchase Agreement dated July 15, 2015 between SunEdison, Inc. and Light Energia S.A.
10.8
 
Letter Agreement, dated as of July 20, 2015, by and among SunEdison, Inc., Vivint, Inc. and Vivint
Solar, Inc. (Incorporated by reference to Exhibit 10.3 of Vivint Solar’s Form 8-K filed July 22, 2015).
10.9
 
Interim Agreement, dated as of July 20, 2015, by and among SunEdison, Inc., SEV Merger Sub Inc. and TerraForm Power, LLC (Incorporated by reference to Exhibit 10.3 of TerraForm Power, Inc.'s Form 10-Q filed November 9, 2015).
31.1
 
Certification by the Chief Executive Officer of SunEdison pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification by the Chief Financial Officer of SunEdison pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification by the Chief Executive Officer and the Chief Financial Officer of SunEdison pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
(a) Certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
SunEdison hereby agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

* Filed herewith

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Exhibit
Exhibit 10.4

AMENDMENT NO. 6
TO CREDIT AGREEMENT
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 11, 2015 and is entered into among SUNEDISON, INC., a Delaware corporation (the “Borrower’’), the Guarantors party hereto and the Lenders party hereto, and is acknowledged by the Administrative Agent, and is made with reference to that certain Credit Agreement dated as of February 28, 2014 (as amended through the date hereof, the “Credit Agreement”) among the Borrower, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Loan Parties have requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and
WHEREAS, the Required Lenders are willing to agree to amend the provisions of the Credit Agreement as set forth herein, upon terms and subject to conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I.
AMENDMENTS TO THE CREDIT AGREEMENT
The Credit Agreement is hereby amended as follows:

A.    The definition of “Consolidated Funded Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (ii) after the proviso thereof to read in its entirety as follows:
“(ii)    Indebtedness permitted by Section 7.03(l), (o), (p), (q) and (r).”
B.    The definition of “Permitted Margin Loan Financing” in Section 1.01 of the Credit Agreement is hereby amended by deleting the number “$400,000,000” appearing therein and replacing it with “$410,000,000”.
C.    The defined term “First Wind Credit Facility” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“First Wind Credit Facility” means loans borrowed by the First Wind Subs in an aggregate principal amount of up to $65,000,000 which (i) loans and related obligations are secured by the assets of the First Wind Subs and not by the Collateral and (ii) are Guaranteed solely by the Borrower on an unsecured basis and not by any other Loan Party or a Subsidiary of a Loan Party.
D.    The defined term “First Wind Subs” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“First Wind Subs” means each subsidiary of SunEdison Utility Holdings, Inc.”
E.    The definition of “Unrestricted Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended by:


CH\2043922.4

(a)    deleting the word “and” appearing immediately before clause (vi) thereof and replacing it with a comma; and
(b)    inserting the word “and” immediately after clause (vi) thereof and inserting new clause (vii), which shall read in its entirety as follows:
“(vii) the First Wind Subs.”
F.    Section 7.02 of the Credit Agreement is hereby amended by amending and restating clause (x) thereof through the end of Section 7.02 to read in its entirety as follows:
(x) the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Margin Loan SPV under the Permitted Margin Loan Financing and capital contributions (whether in the form of cash or Margin Loan Pledged Equity or otherwise) to the Margin Loan SPV to the extent necessary for the Margin Loan SPV to make required payments pursuant to the loan agreement governing the Permitted Margin Loan Financing;
(y) the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the First Wind Subs under the First Wind Credit Facility and capital contributions (whether in the form of cash or otherwise) to the First Wind Subs to the extent necessary for the First Wind Subs to make required payments pursuant to the loan agreement governing the First Wind Credit Facility; and
(z) other Investments not exceeding $200,000,000 in the aggregate outstanding at any time.
Notwithstanding anything to the contrary, neither the Borrower nor any Subsidiary may make any Investments in any Unrestricted Subsidiary other than Investments permitted by Sections 7.02(n), 7.02(p), 7.02(q), 7.02(u), 7.02(v), 7.02(w), 7.02(x), 7.02(y) or 7.02(z).
G.    Section 7.03 of the Credit Agreement is hereby amended by:
(a)    deleting the word “and” appearing immediately before clause (r) thereof;
(b)    re-lettering the existing clause (r) as clause (s); and
(c)    inserting new clause (r) therein, which shall read in its entirety as follows:
“(r)    the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the First Wind Subs under the First Wind Credit Facility; and”
H.    Section 7.06 of the Credit Agreement is hereby amended by:
(a)    deleting “and” at the end of clause (n) therein;
(b)    replacing the period at the end of clause (o) with the phrase “; and”; and
(c)    inserting new clause (p) which shall read in its entirety as follows:
“(p) the Borrower may make capital contributions to the First Wind Subs to the extent necessary for the First Wind Subs to make required payments pursuant to the loan agreement governing the First Wind Credit Facility.”

2
CH\2043922.4

SECTION II.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the date hereof upon the Administrative Agent receiving a counterpart signature page of this Amendment duly executed by the Loan Parties and the Required Lenders and the acknowledgment of this Amendment by the Administrative Agent (the date of satisfaction of each such condition being referred to herein as the “Amendment Effective Date”).
SECTION III.
REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment, Borrower represents and warrants to each Lender that:
A.    Corporate Power and Authority. Borrower has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement and the other Loan Documents.
B.    Authorization; No Contravention. The execution and delivery by Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which Borrower is a party or affecting Borrower or the properties of Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Borrower or its property is subject; or (c) violate any Law.
C.    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery by Borrower or performance by, or enforcement against, Borrower of this Amendment, the Credit Agreement or any other Loan Document, except those that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.
D.    Binding Effect. This Amendment, when delivered hereunder, will have been duly executed and delivered by Borrower, and when so delivered will constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
E.    Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article V of the Credit Agreement are and will be true and correct in all material respects on and as of the Amendment Effective Date and both before and after giving effect to the Amendment to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.
F.    Absence of Default. Both before and after giving effect to this Amendment, no event has occurred and is continuing or would result from the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.
SECTION IV.
ACKNOWLEDGMENT AND CONSENT
Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and the Pledge and Security Agreement and this Amendment and consents to the amendments to the Credit Agreement and the Pledge and Security Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that

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each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).
Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, except as expressly amended by this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.
Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
SECTION V.
MISCELLANEOUS
A.    Effect on the Credit Agreement and the Other Loan Documents. Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.
B.    Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
C.    Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
D.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.
[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

SUNEDISON, INC.,
as the Borrower

By: /s/ Brian Wuebbels
     Name: Brian Wuebbels
     Title: EVP, CFO & CAO




SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page


GOLDMAN SACHS BANK USA,
as a Lender


By: /s/ Michelle Latzoni
     Name: Michelle Latzoni
     Title: Authorized Signatory







MEMC Electronic Materials, Inc.
Credit Agreement
Signature Page

CH\2043922.4

DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender


By: /s/ Anca Trifan
     Name: Anca Trifan
     Title: Managing Director


By: /s/ Marcus M. Tarkington
     Name: Marcus M. Tarkington
     Title: Director


SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page


CITICORP NORTH AMERICA INC.,
as a Lender


By: /s Carl Cho
     Name: Carl Cho
     Title: Vice President

SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page



BARCLAYS BANK PLC,
as a Lender


By: /s/ Christopher Lee
     Name: Christopher Lee
     Title: Assistant Vice President



SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page


KEYBANK NATIONAL ASSOCIATION, as a Lender


By: /s/ Lisa A. Ryder
     Name: Lisa A. Ryder
     Title: Vice President

SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page


MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender


By: /s/ Dmitriy Barskiy
     Name: Dmitriy Barskiy
     Title: Vice President




SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page

SUNEDISON HOLDINGS CORPORATION,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


SUNEDISON INTERNATIONAL, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


MEMC PASADENA, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


ENFLEX CORPORATION,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


NVT, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO



SOLAICX,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page


SUN EDISON LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


SUNEDISON CANADA, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


SUNEDISON INTERNATIONAL, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO



FOTOWATIO RENEWABLE VENTURES, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO

SUNEDISON CONTRACTING, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


NVT LICENSES, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO


SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page


TEAM-SOLAR, INC.,
as a Guarantor


By: /s// Brian Wuebbels
Name: Brian Wuebbels
Title: EVP, CAO & CFO




SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page

Acknowledged by:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By: /s/ Peter Sherman
Name: Peter Sherman
Title: Vice President


SunEdison, Inc.
Amendment No. 6 to Credit Agreement
Signature Page
Exhibit
Exhibit 10.5

AMENDMENT NO. 7
TO CREDIT AGREEMENT
THIS AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 6, 2015 and is entered into among SUNEDISON, INC., a Delaware corporation (the “Borrower’’), the Guarantors party hereto, the Lenders party hereto and the L/C Issuers party hereto, and is acknowledged by the Administrative Agent, and is made with reference to that certain Credit Agreement dated as of February 28, 2014 (as amended through the date hereof, the “Credit Agreement”) among the Borrower, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Loan Parties have requested that the Required Lenders and L/C Issuers agree to amend certain provisions of the Credit Agreement as provided for herein; and
WHEREAS, the Required Lenders and L/C Issuers are willing to agree to amend the provisions of the Credit Agreement as set forth herein, upon terms and subject to conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I.
AMENDMENTS TO THE CREDIT AGREEMENT
The Credit Agreement is hereby amended as follows:

A.    The defined term “Alternative Currency Sublimit” in Section 1.01 of the Credit Agreement is hereby amended by replacing “$200,000,000” with “$400,000,000”.
B.    Clause (II) of the defined term “Change of Control” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(II) an occurrence of a “Fundamental Change” under and as defined in the 2018 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2021 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2020 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2022 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2023 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2025 Convertible Senior Notes Indenture, a “Fundamental Change” (or equivalent) under the applicable indenture governing the Permitted Seller Notes, or a “Fundamental Change” (or equivalent) under the applicable document governing the Permitted Hurricane Convertible Preferred.”
C.    The defined term “Consolidated Funded Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended by amending and restating the proviso to read in its entirety as follows:
“provided that Consolidated Funded Indebtedness shall not include (i) Non-Recourse Project Indebtedness (including capital leases that constitute Non-Recourse Project Indebtedness) and (ii) Indebtedness permitted by Section 7.03(l), (o), (p), (q), (r) and (s).
D.    The defined term “Convertible Senior Notes” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:


CH\2065934.5

“Convertible Senior Notes” means, collectively, the 2018 Convertible Senior Notes, the 2021 Convertible Senior Notes, the 2020 Convertible Senior Notes, the 2022 Convertible Senior Notes, the 2023 Convertible Senior Notes, the 2025 Convertible Senior Notes, or any of them.
E.    The defined term “Disqualified Equity Interest” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Disqualified Equity Interest” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the latest to occur of (i) the date on which the 2025 Convertible Senior Notes mature or, if earlier, the date on which no 2025 Convertible Senior Note is outstanding, (ii) the date on which the 2023 Convertible Senior Notes mature or, if earlier, the date on which no 2023 Convertible Senior Note is outstanding, (iii) the date on which the 2022 Convertible Senior Notes mature or, if earlier, the date on which no 2022 Convertible Senior Note is outstanding, (iv) the date on which the 2020 Convertible Senior Notes mature or, if earlier, the date on which no 2020 Convertible Senior Note is outstanding, (v) the date on which the 2021 Convertible Senior Notes mature or, if earlier, the date on which no 2021 Convertible Senior Note is outstanding, (vi) the date on which the 2018 Convertible Senior Notes mature or, if earlier, the date on which no 2018 Convertible Senior Note is outstanding, and (vii) the Latest Maturity Date. Notwithstanding the preceding sentence, any Equity Interest that would constitute a Disqualified Equity Interest solely because the holders of the Equity Interest have the right to require the Borrower to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute a Disqualified Equity Interest if the terms of such Equity Interest provide that the Borrower may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 7.06 hereof. The amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests, exclusive of accrued dividends.
F.        The defined term “Equity Interest” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that none of the 2018 Convertible Senior Notes, the 2021 Convertible Senior Notes, the 2020 Convertible Senior Notes, the 2022 Convertible Senior Notes, the 2023 Convertible Senior Notes, the 2025 Convertible Senior Notes or any Permitted Refinancing Convertible Bond Indebtedness of the Borrower shall constitute an Equity Interest by virtue of being convertible into capital stock of the Borrower.
G.    The definition of “First Wind Holdings” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“First Wind Holdings” means SunEdison Utility Holdings, Inc., a Delaware corporation.

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H.    The definition of “Hurricane Acquisition Agreement” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Hurricane Acquisition Agreement” means that certain Purchase and Sale Agreement by and among SunEdison, Inc., a Delaware corporation, TerraForm Power, LLC, a Delaware limited liability company, TerraForm Power, Inc., a Delaware corporation, First Wind Holdings, LLC, First Wind Capital, LLC, a Delaware limited liability company and wholly owned subsidiary of First Wind Holdings, LLC (“Operating Seller”), Blocker Parent (as defined therein), the Company Members set forth on Schedule 1.01(a) thereto, and the Sellers’ Representative (as defined therein), dated as of and as in effect on November 17, 2014.
I.         Clause (h) of the defined term “Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(h)    all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or other similar entity in which the liability of owners of Equity Interests is limited to their Equity Interest in such entity) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person and (ii) exclude Permitted Equity Commitments, Permitted Project Undertakings, Permitted Deferred Acquisition Obligations and Solar Project Contractual Obligations. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. For the avoidance of doubt, the Borrower’s obligations under any 2018 Convertible Notes Call Transaction, any 2021 Convertible Notes Call Transaction, any 2020 Convertible Notes Call Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Call Transaction shall not constitute Indebtedness.”
J.        The defined term “Initial Purchasers” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Initial Purchasers” means the several initial purchasers named in that certain Purchase Agreement, dated as of December 12, 2013, relating to the sale of the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes, the several initial purchasers named in that certain Purchase Agreement, dated as of June 4, 2014, relating to the sale of the 2020 Convertible Senior Notes, the several initial purchasers named in that certain Purchase Agreement, dated as of January 20, 2015, relating to the sale of the 2022 Convertible Senior Notes, the several initial purchasers named in that certain Purchase Agreement, dated on or about May 7, 2015, relating to the sale of the 2023 Convertible Senior Notes and the sale of the 2025 Convertible Senior Notes.
K.    The defined term “Permitted Refinancing Call Transaction” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Permitted Refinancing Call Transaction” means one or more call or capped call option transactions (or substantively equivalent derivative transactions) on the Borrower’s common stock purchased by Borrower in connection with an issuance of Permitted Refinancing Convertible Bond Indebtedness (each, a “Permitted Refinancing Hedge Transaction”) and, if applicable, one or more call option or warrant transactions (or substantively equivalent derivative transactions) on the Borrower’s common stock sold by Borrower substantially concurrently with any such purchase (each, a “Permitted Refinancing Warrant Transaction”); provided that the purchase price for the Permitted Refinancing Hedge Transactions plus any net amounts received upon termination of any 2018 Convertible Notes

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Call Transaction, any 2021 Convertible Notes Call Transaction, any 2020 Convertible Notes Call Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction and any 2025 Convertible Notes Call Transaction related to the convertible notes being refinanced, less the proceeds from the sale of the Permitted Refinancing Warrant Transactions does not exceed the net proceeds received by the Borrower from such Permitted Refinancing Convertible Bond Indebtedness (after proceeds from such Permitted Refinancing Convertible Bond Indebtedness are used to repay the Indebtedness being refinanced and all transactional expenses (other than such purchase price) in connection therewith).
L.    The defined term “Swap Contract” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. Notwithstanding the foregoing, any 2018 Convertible Notes Call Transaction, any 2021 Convertible Notes Call Transaction, any 2020 Convertible Notes Call Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Call Transaction shall not constitute a Swap Contract.
M.    The defined term “Swap Termination Value” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“Swap Termination Value” means, in respect of any one or more Swap Contracts, any 2018 Convertible Notes Bond Hedge Transaction, any 2021 Convertible Notes Bond Hedge Transaction, any 2020 Convertible Notes Bond Hedge Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Hedge Transaction, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable (a) for any date on or after the date such Swap Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable, have been closed out and termination value(s) determined in accordance therewith, and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap

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Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable (which may include a Lender or any Affiliate of a Lender).
N.    The definition of “YieldCo II” and “YieldCo II Intermediate” are hereby amended and restated to read in their entirety as follows:
“YieldCo II” means TerraForm Global, Inc. (f/k/a SunEdison Emerging Markets Yield, Inc.), a Delaware corporation.
“YieldCo II Intermediate” means TerraForm Global, LLC (f/k/a SunEdison Emerging Markets Yield, LLC), a Delaware limited liability company.
O.    The definition of “YieldCo II Intermediate Credit Agreement” is hereby inserted into Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“YieldCo II Intermediate Credit Agreement” means that certain Credit and Guaranty Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), dated as of December 22, 2014, among YieldCo II Intermediate, as the borrower, the guarantors party thereto, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and documentation agent.
P.        The definition of “2018 Convertible Senior Notes” in Section 1.01 of the Credit Agreement is hereby amended by replacing “in an aggregate principal amount of $600,000,000” with “in an initial aggregate principal amount of $600,000,000”.
Q.    The definition of “2021 Convertible Senior Notes” in Section 1.01 of the Credit Agreement is hereby amended by replacing “in an aggregate principal amount of $600,000,000” with “in an initial aggregate principal amount of $600,000,000”.
R.    The defined term “2023 Additional Capped Call Confirmations” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2023 Additional Capped Call Confirmations” has the meaning specified in the definition of the term “2023 Convertible Notes Call Transaction”.
S.        The defined term “2023 Base Capped Call Confirmation” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2023 Base Capped Call Confirmation” has the meaning specified in the definition of the term “2023 Convertible Notes Call Transaction”.
T.        The defined term “2023 Convertible Notes Call Transaction” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2023 Convertible Notes Call Transaction” means one or more capped call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with an issuance of the 2023 Convertible Senior Notes from one or more of the Initial Purchasers (or their affiliates) (each a “2023 Option Counterparty” and, collectively, the “2023 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated on or about May 7, 2015 in connection with the issuance of the initial 2023 Convertible Senior Notes (“2023 Base Capped Call Confirmation”) and subsequent confirmations of terms and conditions (if any) in connection with the issuance of additional 2023

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Convertible Senior Notes (“2023 Additional Capped Call Confirmations”), the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2023 Option Counterparty, the purchase price for which the Borrower shall pay to the 2023 Option Counterparties in full for the 2023 Based Capped Call Confirmation on or about May 7, 2015 and for the 2023 Additional Capped Call Confirmation, substantially concurrently with the issuance of the additional 2023 Convertible Senior Notes.
U.    The defined term “2023 Convertible Senior Notes” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2023 Convertible Senior Notes” means the convertible senior notes due May 15, 2023 in an aggregate principal amount of up to $500,000,000 to be issued by the Borrower on or about May 13, 2015.
V.        The defined term “2023 Convertible Senior Notes Indenture” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2023 Convertible Senior Notes Indenture” means the Indenture, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2023 Convertible Senior Notes are issued, which has the terms and provisions that are substantially similar to those described in Borrower’s Preliminary Offering Memorandum relating to the 2023 Convertible Senior Notes, dated on or about May 6, 2015, as supplemented by the pricing terms disclosed to the Lenders.
W.    The defined terms “2023 Option Counterparty”, and “2023 Option Counterparties” are hereby inserted in Section 1.01 of the Credit Agreement in their appropriate alphabetical place to read in their entirety as follows:
“2023 Option Counterparty” and “2023 Option Counterparties” have the meanings specified in the definition of the term “2023 Convertible Notes Call Transaction”.
X.    The defined term “2023 Refinancing Convertible Bond Indebtedness” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2023 Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).
Y.        The defined term “2025 Additional Capped Call Confirmations” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2025 Additional Capped Call Confirmations” has the meaning specified in the definition of the term “2025 Convertible Notes Call Transaction”.
Z.    The defined term “2025 Base Capped Call Confirmation” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2025 Base Capped Call Confirmation” has the meaning specified in the definition of the term “2025 Convertible Notes Call Transaction”.
AA.    The defined term “2025 Convertible Notes Call Transaction” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2025 Convertible Notes Call Transaction” means one or more capped call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with an issuance of the 2025 Convertible Senior Notes from one or more of the Initial Purchasers (or their affiliates) (each a “2025

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Option Counterparty” and, collectively, the “2025 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated on or about May 7, 2015 in connection with the issuance of the initial 2025 Convertible Senior Notes (“2025 Base Capped Call Confirmation”) and subsequent confirmations of terms and conditions (if any) in connection with the issuance of additional 2025 Convertible Senior Notes (“2025 Additional Capped Call Confirmations”), the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2025 Option Counterparty, the purchase price for which the Borrower shall pay to the 2025 Option Counterparties in full for the 2025 Based Capped Call Confirmation on or about May 7, 2015 and for the 2025 Additional Capped Call Confirmation, substantially concurrently with the issuance of the additional 2025 Convertible Senior Notes.
BB.    The defined term “2025 Convertible Senior Notes” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2025 Convertible Senior Notes” means the convertible senior notes due May 15, 2025 in an aggregate principal amount of up to $500,000,000 to be issued by the Borrower on or about May 13, 2015.
CC.    The defined term “2025 Convertible Senior Notes Indenture” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2025 Convertible Senior Notes Indenture” means the Indenture, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2025 Convertible Senior Notes are issued, which has the terms and provisions that are substantially similar to those described in Borrower’s Preliminary Offering Memorandum relating to the 2025 Convertible Senior Notes, dated on or about May 6, 2015, as supplemented by the pricing terms disclosed to the Lenders.
DD.    The defined terms “2025 Option Counterparty” and “2025 Option Counterparties” are hereby inserted in Section 1.01 of the Credit Agreement in their appropriate alphabetical place to read in their entirety as follows:
“2025 Option Counterparty” and “2025 Option Counterparties” have the meanings specified in the definition of the term “2025 Convertible Notes Call Transaction.
EE.    The defined term “2025 Refinancing Convertible Bond Indebtedness” is hereby inserted in Section 1.01 of the Credit Agreement in its appropriate alphabetical place to read in its entirety as follows:
“2025 Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).
FF.    Section 2.17 of the Credit Agreement is hereby amended by deleting the word “five” from clause (a)(ii) thereof and replacing it with “eight”.
GG.    Section 6.13(a) of the Credit Agreement is hereby amended by amending and restating the final parenthetical appearing therein to read in its entirety as follows:
“(it being understood and agreed that First Wind Holdings constitutes neither a Non-Recourse Subsidiary nor an Excluded Subsidiary and that the Borrower shall comply (and shall cause its Subsidiaries to comply) with this Section 6.13(a) with respect to First Wind Holdings)”
HH.    Section 6.14(c) of the Credit Agreement is hereby amended by amending and restating clause (G) thereof to read in its entirety as follows:
“(G) First Wind Holdings and”

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II.    Section 7.02(m) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(m) Investments in any 2018 Convertible Notes Bond Hedge Transaction, any 2021 Convertible Notes Bond Hedge Transaction, any 2020 Convertible Notes Bond Hedge Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Hedge Transaction;”
JJ.    Section 7.02(r) of the Credit Agreement is hereby amended by adding, immediately before the final semicolon thereof, the following:
“For the avoidance of doubt, YieldCo Holdings and YieldCo II Holdings may be a single wholly-owned Domestic Subsidiary (“Master YieldCo Holdings”) formed for the purposes, and subject to the conditions, described in clauses (r)(i) and (r)(ii) above; provided that upon the formation of Master YieldCo Holdings and contribution thereto of YieldCo and YieldCo II, all references in this Agreement to YieldCo Holdings and YieldCo II Holdings shall be deemed to be references to Master YieldCo Holdings, as context may require”
KK.    Section 7.02 of the Credit Agreement is hereby further amended by:
(a)    Deleting the word “and” from the end of clause (y) thereof;
(b)    Inserting a new clause (z) to read in its entirety as follows:
“(z)    the unsecured Guarantee by the Borrower permitted under Section 7.03(s); and”; and
(c)    Re-lettering the existing clause (z) as clause (aa).
LL.    Section 7.02 of the Credit Agreement is hereby further amended by amending and restating the final sentence thereof to read in its entirety as follows:
“Notwithstanding anything to the contrary, neither the Borrower nor any Subsidiary may make any Investments in any Unrestricted Subsidiary other than Investments permitted by Sections 7.02(n), 7.02(p), 7.02(q), 7.02(r), 7.02(u), 7.02(v), 7.02(w), 7.02(x), 7.02(y), 7.02(z) or 7.02(aa).”
MM.    Section 7.03(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(l)    (A) unsecured Indebtedness under the 2018 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $600,000,000 (which amount shall be reduced on or about the date of the issuance of the 2023 Convertible Senior Notes and the 2025 Convertible Senior Notes by an amount not to exceed, together with the reduction of the principal amount of the 2021 Convertible Senior Notes referenced in clause (B) below, $700,000,000 in the aggregate for both the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes) and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2018 Refinancing Convertible Bond Indebtedness”), (B) unsecured Indebtedness under the 2021 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $600,000,000 (which amount shall be reduced on or about the date of the issuance of the 2023 Convertible Senior Notes and the 2025 Convertible Senior Notes by an amount not to exceed, together with the reduction of the principal amount of the 2018 Convertible

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Senior Notes referenced in clause (A) above, $700,000,000 in the aggregate the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes), and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2021 Refinancing Convertible Bond Indebtedness”), (C) unsecured Indebtedness under the 2020 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $600,000,000, and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2020 Refinancing Convertible Bond Indebtedness”), (D) unsecured Indebtedness under the 2022 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $500,000,000, and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2022 Refinancing Convertible Bond Indebtedness”), (E) unsecured Indebtedness under the 2023 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2023 Refinancing Convertible Bond Indebtedness”) and (F) unsecured Indebtedness under the 2025 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2025 Refinancing Convertible Bond Indebtedness”; and together with the 2018 Refinancing Convertible Bond Indebtedness, the 2020 Refinancing Convertible Bond Indebtedness, the 2021 Refinancing Convertible Bond Indebtedness, the 2022 Refinancing Convertible Bond Indebtedness and the 2023 Refinancing Convertible Bond Indebtedness, the “Refinancing Convertible Bond Indebtedness”); provided that in the case of any refinancings, refundings, renewals or extensions of Indebtedness described in either of the foregoing clause (A) or clause (B) (including any Refinancing Convertible Bond Indebtedness) (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the direct or any contingent obligor (including any Guarantees by any Subsidiaries) with respect thereto is not changed other than in connection with a transaction permitted by Section 7.04 between and among Subsidiaries none of which are Guarantors, or all of which are Guarantors, prior to such transaction, and (iii) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such Indebtedness refinancing, refunding, renewing or extending the applicable Convertible Senior Notes, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the applicable Convertible Senior Notes (it being understood that differences between the conversion rate of the applicable Convertible Senior Notes and the conversion rate of any applicable Refinancing Convertible Bond Indebtedness shall not be deemed to be less favorable in any material respect to the Loan Parties or the Lenders), such refinancing, refunding, renewing or extending Indebtedness shall be unsecured, and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate. No Convertible Senior Notes shall be guaranteed by any Subsidiary of a Loan Party other than such Subsidiaries that are Guarantors of the Obligations;”
NN.    Section 7.03 of the Credit Agreement is hereby further amended by:
(a)    Deleting the word “and” from the end of clause (r) thereof;
(b)    Inserting a new clause (s) to read in its entirety as follows:

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“(s)    the unsecured Guarantee by the Borrower of the Indebtedness (as defined in clause (a) of the definition thereof) of YieldCo II Intermediate, not to exceed $220,000,000 in aggregate principal amount (plus all related obligations) under (i) the YieldCo II Intermediate Credit Agreement and/or (ii) any loans or debt securities issued pursuant to the Demand Notice under (and as defined in) the YieldCo II Intermediate Credit Agreement; and”; and
(c)    Re-lettering the existing clause (s) as clause (t).
OO.    Section 7.06(e) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(e) to the extent any cash payment and/or delivery of the Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of the Borrower) by the Borrower in satisfaction of its conversion obligation or obligations to purchase notes for cash under the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture or the 2025 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) constitutes a Restricted Payment, the Borrower may make such Restricted Payment to the extent permitted by Section 7.14;”
PP.    Section 7.06 of the Credit Agreement is hereby further amended by:
(a)    deleting “and” at the end of clause (o) therein;
(b)    replacing the period at the end of clause (p) with a semicolon; and
(c)    inserting new clauses (q) and (r) which shall read in their entirety as follows:
“(q) the Borrower may receive cash payments and/or its common stock from the 2023 Option Counterparties pursuant to the terms of the 2023 Convertible Notes Call Transactions; and
(r) the Borrower may receive cash payments and/or its common stock from the 2025 Option Counterparties pursuant to the terms of the 2025 Convertible Notes Call Transactions.”
QQ.    Section 7.11(b) of the Credit Agreement is hereby amended and restated as follows:
“(b) Liquidity Amount. Permit the Liquidity Amount, as of the end of any fiscal quarter of the Borrower occurring on or after June 30, 2014, to be less than (A) the lesser of (i) $400 million and (ii) the sum of (x) $300 million plus (y) the amount, if any, by which the Aggregate Commitments exceed $300 million at such time, or (B) for so long as the Guarantee by the Borrower described in Section 7.03(s) is in effect, $500 million.”
RR.    Section 7.14 of the Credit Agreement is hereby amended by replacing the first full paragraph thereof to read in its entirety as follows:
“Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any unsecured Indebtedness incurred pursuant to Section 7.03(h) or 7.03(l) (other than (i) as permitted pursuant to Section 7.03(l), (ii) any redemption required by Article III of the 2018 Convertible Senior Notes Indenture, Article III of the 2021 Convertible Senior Notes Indenture, the corresponding section or article of the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture or the 2025 Convertible Senior Notes Indenture, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, or (iii) pursuant to a cash settlement method to the extent required by

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Section 4.03(a)(iv) of the 2018 Convertible Senior Notes Indenture, Section 4.03(a)(iv) of the 2021 Convertible Senior Notes Indenture, the corresponding section or article of the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture or the 2025 Convertible Senior Notes Indenture, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, (y) pursuant to a “Physical Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture or the 2025 Convertible Senior Notes Indenture, as applicable or (z) pursuant to a “Combination Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture or the 2025 Convertible Senior Notes Indenture, as applicable, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, with a “Specified Dollar Amount” (as defined therein) equal to or less than $1,000); provided that, without limitation of any of clauses (i), (ii) and (iii) of the immediately preceding parenthetical:”
SS.    The proviso in Section 7.14 of the Credit Agreement is hereby amended by inserting therein new clauses (E), (F) and (G) which shall read in their entirety as follows:
“(E)    the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2023 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2023 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2023 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2023 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2023 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii)  Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement).”
(F)    the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2025 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2025 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2025 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the

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effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2025 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2025 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii)  Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement).
TT.    Section 7.15 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“7.15 Amendment of Indebtedness. Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (X) any Indebtedness set forth in Schedule 7.03, or any term or condition of any Convertible Senior Notes except for (A) any refinancing, refunding, renewal or extension thereof permitted by Section 7.03(b) or, with respect to Convertible Senior Notes, Section 7.03(l) and (B) any amendment, modification or change expressly required to be made (including adjustments to the conversion rate (howsoever defined)) pursuant to the terms of the 2018 Convertible Senior Notes Indenture as in effect on the Closing Date or the terms of the 2021 Convertible Senior Notes Indenture as in effect on the Closing Date or the terms of the 2020 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2020 Convertible Senior Notes pursuant thereto or the terms of the 2022 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2022 Convertible Senior Notes pursuant thereto or the terms of the 2023 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2023 Convertible Senior Notes pursuant thereto or the terms of the 2025 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2025 Convertible Senior Notes pursuant thereto or pursuant to similar terms of an indenture governing any Permitted Refinancing Convertible Bond Indebtedness or (Y) the Hurricane Bridge/Notes Financing except as permitted by the Hurricane Intercreditor Agreement.”
UU.    Section 8.01(e) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
“(e) Cross-Default. (i) Other than with respect to Non-Recourse Project Indebtedness, so long as no claim with respect thereto is made against any Subsidiary other than the Non-Recourse Subsidiaries liable therefor, the Borrower or any Subsidiary (A) fails to make any payment when due after any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (including any Indebtedness under any of the Convertible Senior Notes) or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) to a Person other than the Borrower and its wholly-owned Subsidiaries (including the Guarantee by the Borrower to the Sellers of the Indebtedness and all obligations in connection therewith of the Seller Note SPV under the Permitted Seller Notes, the Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Margin Loan SPV under the Permitted Margin Loan Financing and the unsecured Guarantee by the Borrower described in Section 7.03(s)) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $50,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee described in clause (A) above or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be accelerated or to otherwise become

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due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity (it being understood that (X) conversions of any 2018 Convertible Senior Notes pursuant to the terms of the 2018 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2021 Convertible Senior Notes pursuant to the terms of the 2021 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2020 Convertible Senior Notes pursuant to the terms of the 2020 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2022 Convertible Senior Notes pursuant to the terms of the 2022 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2023 Convertible Senior Notes pursuant to the terms of the 2023 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2025 Convertible Senior Notes pursuant to the terms of the 2025 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or (Y) any conversion or exchange of the Permitted Seller Notes into or for the Class A TERP Common Stock (and related payments of Cash in lieu of fractional shares) or any conversion or exchange of the Permitted Hurricane Convertible Preferred into or for the common Equity Interest in the Borrower (and related payments of Cash in lieu of fractional shares) or any redemption or repurchase of Permitted Seller Notes or Permitted Hurricane Convertible Preferred upon the occurrence of a “Fundamental Change” (or equivalent) under the applicable indenture shall not constitute an Event of Default under this clause (i)) or any redemption required by Article III of the 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or the corresponding section or article of the 2020 Convertible Senior Notes Indenture or the corresponding section or article of the 2022 Convertible Senior Notes Indenture or the corresponding section or article of the 2023 Convertible Senior Notes Indenture or the corresponding section or article of the 2025 Convertible Senior Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness shall not constitute an Event of Default under this clause (i)), or such Guarantee to become payable or cash collateral in respect thereof to be provided; or (ii) there occurs under any Swap Contract (other than with respect to Non-Recourse Project Indebtedness, so long as no claim with respect thereto is made against the Borrower or any Subsidiary other than the Non-Recourse Subsidiaries liable therefor), any 2018 Convertible Notes Bond Hedge Transaction, any 2021 Convertible Notes Bond Hedge Transaction, any 2020 Convertible Notes Bond Hedge Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction or any Permitted Refinancing Hedge Transaction, an early termination date (or such other similar term) under such Swap Contract, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable) resulting from (A) any event of default under such Swap Contract, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable) to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable, as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the $50,000,000; or”

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SECTION II.
CONSENT
Notwithstanding anything to the contrary in Loan Documents, the Lenders party hereto hereby consent to (i)(x) the repurchase, exchange or induced conversion of the 2018 Convertible Senior Notes in an amount not to exceed, together with the repurchase, exchange or induced conversion of the 2021 Convertible Senior Notes referenced in clause (ii)(x) below, $700,000,000 in the aggregate principal amount of the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes (for consideration comprised of cash, shares or any combination thereof) and payment of all fees, expenses and other amounts in connection therewith, and (y) early settlement or other early termination or unwind of the corresponding portion of the 2018 Convertible Notes Call Transaction (in cash or shares, or any combination thereof) and payment of all fees, expenses and other amounts in connection therewith; provided that all the net proceeds received by the Borrower from such early settlement or other early termination or unwind shall be applied toward the payments due in respect of the repurchase, exchange or induced conversion of the 2018 Convertible Senior Notes, (ii)(x) the repurchase, exchange or induced conversion of the 2021 Convertible Senior Notes in an amount not to exceed, together with the repurchase, exchange or induced conversion of the 2018 Convertible Senior Notes referenced in clause (i)(x) above, $700,000,000 in the aggregate principal amount of the 2021 Convertible Senior Notes and the 2018 Convertible Senior Notes (for consideration comprised of cash, shares or any combination thereof) and payment of all fees, expenses and other amounts in connection therewith, and (y) early settlement or other early termination or unwind of the corresponding portion of the 2021 Convertible Notes Call Transaction (in cash or shares, or any combination thereof) and payment of all fees, expenses and other amounts in connection therewith; provided that all the net proceeds received by the Borrower from such early settlement or other early termination or unwind shall be applied toward the payments due in respect of the repurchase, exchange or induced conversion of the 2021 Convertible Senior Notes, and (iii) the funding of all of the payments described in the foregoing clauses (i) and (ii) with the proceeds of the 2023 Convertible Senior Notes and the 2025 Convertible Senior Notes and the proceeds of the early settlement, early termination or unwind of the 2018 Convertible Notes Call Transaction and the 2021 Convertible Notes Call Transaction.

SECTION III.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the date hereof upon the Administrative Agent receiving a counterpart signature page of this Amendment duly executed by the Loan Parties, each L/C Issuer and the Required Lenders and the acknowledgment of this Amendment by the Administrative Agent (the date of satisfaction of each such condition being referred to herein as the “Amendment Effective Date”).
SECTION IV.
REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment, Borrower represents and warrants to each Lender that:
A.    Corporate Power and Authority. Borrower has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement and the other Loan Documents.
B.    Authorization; No Contravention. The execution and delivery by Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which Borrower is a party or affecting Borrower or the properties of Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Borrower or its property is subject; or (c) violate any Law.
C.    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery by Borrower or performance by, or

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enforcement against, Borrower of this Amendment, the Credit Agreement or any other Loan Document, except those that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.
D.    Binding Effect. This Amendment, when delivered hereunder, will have been duly executed and delivered by Borrower, and when so delivered will constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
E.    Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article V of the Credit Agreement are and will be true and correct in all material respects on and as of the Amendment Effective Date and both before and after giving effect to the Amendment to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.
F.        Absence of Default. Both before and after giving effect to this Amendment, no event has occurred and is continuing or would result from the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.
SECTION V.
ACKNOWLEDGMENT AND CONSENT
Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments to the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).
Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, except as expressly amended by this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.
Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
SECTION VI.
MISCELLANEOUS
A.    Effect on the Credit Agreement and the Other Loan Documents. Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any

15
CH\2065934.5

of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.
B.    Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
C.    Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
D.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.
[Remainder of this page intentionally left blank.]

16
CH\2065934.5


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

SUNEDISON, INC.,
as the Borrower

By: /s/ Brian Wuebbels
     Name: Brian Wuebbels
     Title: EVP, CAO & CFO




SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender and as L/C Issuer


By: /s/ Peter Sherman
     Name: Peter Sherman
     Title: Vice President



SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


GOLDMAN SACHS BANK USA,
as a Lender


By: /s/ Jamie Minieri
     Name: Jamie Minieri
     Title: Authorized Signatory







SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5

DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender


By: /s/ Anca Trifan
     Name: Anca Trifan
     Title: Managing Director


By: /s/ Michael Winters
     Name: Michael Winters
     Title: Vice President


SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5

MIHI LLC,
as a Lender


By: /s/ Ayesha Farooqi
     Name: Ayesha Farooqi
     Title: Authorized Signatory

By: /s/ Steve Mehos
     Name: Steve Mehos
     Title: Authorized Signatory


SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


CITICORP NORTH AMERICA INC.,
as a Lender


By: /s/ Carl Cho
     Name: Carl Cho
     Title: Vice President

SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5



BARCLAYS BANK PLC,
as a Lender


By: /s/ Christopher R. Lee
     Name: Christopher R. Lee
     Title: Vice President



SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


KEYBANK NATIONAL ASSOCIATION, as a Lender and as L/C Issuer


By: /s/ Lisa A. Ryder
     Name: Lisa A. Ryder
     Title: Vice President

SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


ROYAL BANK OF CANADA,
as a Lender and as L/C Issuer


By: /s/ Rahul D. Shah
     Name: Rahul D. Shah
     Title: Authorized Signatory

SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender


By: /s/ Dmitriy Barskiy
     Name: Dmitriy Barskiy
     Title: Vice President




SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ Mikhail Faybusovich
Name: Mikhail Faybusovich
Title: Authorized Signatory


By: /s/ Michaela Kenny
Name: Michaela Kenny
Title: Authorized Signatory

SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5

SUNEDISON HOLDINGS CORPORATION,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON INTERNATIONAL, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


MEMC PASADENA, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


ENFLEX CORPORATION,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


NVT, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer



SOLAICX,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


SUN EDISON LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON CANADA, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON INTERNATIONAL, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer



FOTOWATIO RENEWABLE VENTURES, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer

SUNEDISON CONTRACTING, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


NVT LICENSES, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5


TEAM-SOLAR, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer




SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5

Acknowledged by:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By: /s/ Peter Sherman
Name: Peter Sherman
Title: Vice President


SunEdison, Inc.
Amendment No. 7 to Credit Agreement
Signature Page
CH\2065934.5
Exhibit
Exhibit 10.6

AMENDMENT NO. 8
TO CREDIT AGREEMENT

THIS AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Amendment”) is dated as of July 31, 2015 and is entered into among SUNEDISON, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders party hereto, and is acknowledged by the Administrative Agent, and is made with reference to that certain Credit Agreement dated as of February 28, 2014 (as amended through the date hereof, the “Credit Agreement”) among the Borrower, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Loan Parties have requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and
WHEREAS, the Required Lenders are willing to agree to amend the provisions of the Credit Agreement as set forth herein, upon terms and subject to conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I.
AMENDMENTS TO THE CREDIT AGREEMENT
The Credit Agreement is hereby amended as follows (with the deletions of the stricken text (if any) indicated in the same manner as the following example: stricken text and with the insertions of additional text (if any) indicated in the same manner as the following example: bolded and italics text in the cases of amendments that restate or replace provisions, phrases or other text):
A.    Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in their appropriate alphabetical place:
“Amendment No. 8 Date” means July 31, 2015
“Apollo” means Vivint Solar, Inc., a Delaware corporation.
“Apollo Acquisition” means the direct or indirect acquisition by the Borrower of Apollo pursuant to and in accordance with the Apollo Acquisition Agreement.  
“Apollo Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of July 20, 2015, by and among the Borrower, SEV Merger Sub Inc., a Delaware corporation, and Apollo pursuant to which the SEV Merger Sub Inc. will merge with and into Apollo, subject to the terms and conditions set for therein.
“Apollo Holdings” means a direct or indirect wholly owned Domestic Subsidiary of the Borrower to be formed on or prior to the consummation of a financing of the Apollo Subs (and notified as such by the Borrower to the Administrative Agent).
“Apollo Permitted Seller Notes” means the 2.25% Convertible Senior Notes due 2020 to be issued by the Borrower pursuant to the Apollo Permitted Seller Notes Indenture on the date of the consummation of the Apollo Acquisition.

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CH\2104947.8
Exhibit 10.6

“Apollo Permitted Seller Notes Indenture” mean the indenture substantially in the form attached as Exhibit B to the Apollo Acquisition Agreement, by and between the Borrower and Computershare Trust Company, National Association.
“Apollo Permitted Seller Notes Refinancing Convertible Bond Indebtedness” has the meaning set forth in Section 7.01(l).
“Apollo Purchase Agreement” means that certain Purchase Agreement, dated as of July 19, 2015, by and between the Borrower, as “Seller” thereunder, and YieldCo Intermediate, as “Purchaser” thereunder.
“Apollo Related Agreements” means, collectively, the Apollo Acquisition Agreement, the Apollo Purchase Agreement, the Apollo Sponsor Support Agreement and the Apollo TERP Note.
“Apollo Sponsor Support Agreement” means the sponsor support agreement having terms substantially the same as those set forth in Exhibit L hereto, by and between the Borrower and an Apollo Sub.
“Apollo Subs” means Apollo and each other subsidiary of Apollo Holdings.
“Apollo TERP Note” means the promissory note issued by the Borrower to YieldCo Intermediate pursuant to the Apollo Purchase Agreement having terms substantially the same as those set forth on Exhibit E to the Apollo Purchase Agreement.
“Apollo TERP Sale” means the sale of all of the equity interests in the subsidiaries of Apollo identified as “Purchased Subsidiaries” under (and as defined in) the Apollo Purchase Agreement pursuant and in accordance with the terms of the Apollo Purchase Agreement.
“LAP” means Latin America Power Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands.
“LAP Acquisition” means the direct or indirect acquisition by the Borrower of all of the registered shares of LAP pursuant to and in accordance with the LAP Acquisition Agreement.  
“LAP Acquisition Agreements” means that certain Amended and Restated Share Purchase Agreement, dated as of May 19, 2015, by and among SunEdison Holding Corporation, a Delaware corporation, and each of the Persons identified as “Seller” thereunder (and as defined therein), as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.
“LAP Ancillary Purchases” means the direct or indirect purchase by the Borrower of (i) LAP’s interest in certain debt obligation pursuant to the “Receivables Promise Agreement” referenced (and as defined) in the LAP Acquisition Agreement, (ii) 100% of the equity interest in Latin America Power Chile, S.A. pursuant to the “Stock Promise Agreement” referenced (and as defined) in the LAP Acquisition Agreement and (iii) the Minority Interests Transactions” pursuant to the terms of (and as defined in) the LAP Acquisition Agreement.
“LAP Intercreditor Agreement” means an Intercreditor Agreement substantially in the form attached as Exhibit N, with such changes as are reasonably satisfactory to the Administrative Agent.
“LAP Related Agreements” means, collectively, the LAP Second Lien Credit Documents and the LAP Acquisition Agreement.
“LAP Refinanced Debt” has the meaning specified in Section 7.03(t).
“LAP Refinancing Debt” has the meaning specified in Section 7.03(t).

2
CH\2104947.8
Exhibit 10.6

“LAP Second Lien Agent” means the “Administrative Agent” as defined in the LAP Second Lien Credit Agreement.
“LAP Second Lien Credit Agreement” means a Second Lien Credit Agreement substantially in the form attached as Exhibit O, with such changes as are reasonably satisfactory to the Administrative Agent, as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms of this Agreement and the LAP Intercreditor Agreement.
“LAP Second Lien Credit Documents” means the “Loan Documents” as defined in the LAP Second Lien Credit Agreement.
“LAP Second Lien Loan Obligations” means the “Obligations” as defined in the LAP Second Lien Credit Agreement.
“LAP Subs” means, once and as long as directly or indirectly owned by the Borrower, LAP and its subsidiaries.
“Permitted Mandatory Convertible Preferred” means up to $600,000,000 of mandatory convertible preferred stock issued by the Borrower which (i) by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable) is convertible into or exchangeable for the common Equity Interest in the Borrower and no other Equity Interest, (ii) matures, or upon the happening of any event is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of such Equity Interest, in whole or in part, not earlier than a date that is 180 days after the Latest Maturity Date (in each case excluding redemptions in the form of conversions into, or exchanges for, common Equity Interests in the Borrower (and related payments of Cash in lieu of fractional shares)) and (iii) has such other terms as are reasonably satisfactory to the Administrative Agent.
“Related Agreements” means, collectively, the LAP Related Agreements and the Apollo Related Agreements.
“Specified Disqualified Equity Interest” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the Latest Maturity Date (in each case excluding maturities, redemptions, settlements or conversions into, or exchanges for, common Equity Interests in the Borrower). Notwithstanding the preceding sentence, any Equity Interest that would constitute a Specified Disqualified Equity Interest solely because the holders of the Equity Interest have the right to require the Borrower to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute a Specified Disqualified Equity Interest if the terms of such Equity Interest provide that the Borrower may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 7.06 hereof. The amount of Specified Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Specified Disqualified Equity Interests, exclusive of accrued dividends.
“SUNE Residential Portfolio” means the Equity Interests in SUNE RESIDENTIAL HOLDINGS LLC, EchoFirst, Inc. and SunEdison Residential Services, LLC.
B.    The definition of “Borrower/YieldCo II Agreements” in Section 1.01 of the Credit Agreement is amended and restated in its entirety as follows:

3
CH\2104947.8
Exhibit 10.6

“Borrower/YieldCo II Agreements” means, collectively, each of the following, each by and among, inter alia, Borrower or any of the Guarantors and YieldCo II and/or YieldCo II Intermediate, and each substantially in the form attached on Exhibit M hereto or otherwise in form reasonably satisfactory to the Administrative Agent: (i) the Interest Payment Agreement, (ii) Management Services Agreement, (iii) Project Support Agreement, (iv) Limited Liability Company Agreement, (v) Repowering Services Agreement, (vi) Project Investment Agreement, (vii) Distribution Payment Agreement and (viii) each other support service agreement, supply agreement, license agreement, tax matters agreement and any other agreement, document or instrument entered into by the Borrower and YieldCo II.
C.    The definition of “Change of Control” in Section 1.01 of the Credit Agreement is amended by:
(a)    amending and restating clause (I)(b) thereof to read in its entirety as follows:
“(b)    during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or”
and
(b)    amending and restating clause (II) thereof to read in its entirety as follows:
“(II) an occurrence of a “Fundamental Change” under and as defined in the 2018 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2021 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2020 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2022 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2023 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2025 Convertible Senior Notes Indenture, a “Fundamental Change” (or equivalent) under the applicable indenture governing the Permitted Seller Notes, a “Fundamental Change” (or equivalent) under the Apollo Permitted Seller Notes Indenture, or a “Fundamental Change” (or equivalent) under the applicable document governing the Permitted Hurricane Mandatory Convertible Preferred.”
D.    The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is amended by:
(a)    replacing the phrase “Borrower and its Subsidiaries” in each place such phrase appears therein with the phrase “Borrower and its Subsidiaries (other than the First Wind Subs and the LAP Subs)”;

4
CH\2104947.8
Exhibit 10.6

(b)    replacing the phrase “Borrower or any of its Subsidiaries” in each place such phrase appears therein with the phrase “Borrower or any of its Subsidiaries (other than the First Wind Subs and the LAP Subs)”;
(c)    . replacing the phrase “Borrower or its Subsidiaries” in each place such phrase appears therein with the phrase “Borrower or its Subsidiaries (other than the First Wind Subs and the LAP Subs)”;
and
(d)    replacing the phrase “Borrower or a Subsidiary of the Borrower” appearing therein with s phrase “Borrower or a Subsidiary (other than a First Wind Sub or a LAP Sub) of the Borrower”,
E.    The definition of “Consolidated Funded Indebtedness” in Section 1.01 of the Credit Agreement is amended by amending and restating the proviso thereof to read in its entirety as follows:
“provided that Consolidated Funded Indebtedness shall not include (i) Non-Recourse Project Indebtedness (including capital leases that constitute Non-Recourse Project Indebtedness) and (ii) Indebtedness permitted by Sections 7.03(l), (o), (p), (q), (r), and (s) (t) and (u)”.
F.        The definition of “Convertible Senior Notes” in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:
“Convertible Senior Notes” means, collectively, the 2018 Convertible Senior Notes, the 2021 Convertible Senior Notes, the 2020 Convertible Senior Notes, the 2022 Convertible Senior Notes, the 2023 Convertible Senior Notes, the 2025 Convertible Senior Notes, the Apollo Permitted Seller Notes, or any of them.
G.    The definition of “Disqualified Equity Interest” in Section 1.01 of the Credit Agreement is amended by replacing the phrase:
“and (vii) the Latest Maturity Date”
appearing therein with the phrase:
“(vii) the date on which the Apollo Permitted Seller Notes mature or, if earlier, the date on which no Apollo Permitted Seller Notes are outstanding and (viii) the Latest Maturity Date”.
H.    The definition of “Equity Interest” in Section 1.01 of the Credit Agreement is amended by replacing the phrase:
“the 2025 Convertible Senior Notes”
appearing therein with the phrase:
“the 2025 Convertible Senior Notes, the Apollo Permitted Seller Notes”.
I.        Clause (xiii) of the definition of “Excluded Assets” in Section 1.01 of the Credit Agreement is amended and restated to ready in its entirety as follows:
“(xiii) the contribution or other Dispositions permitted by Sections 7.05(j), (k), and (l) and (n),”
J.        The definition of “Indebtedness” in Section 1.01 of the Credit Agreement is amended by:

5
CH\2104947.8
Exhibit 10.6

(a)    amending and restating clause (g) thereof to read in its entirety as follows:
“(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (in each case other than through the issuance of Equity Interests (other than Specified Disqualified Equity Interests)) in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and”
and
(b)    amending and restating clause (ii) appearing in the last paragraph thereof to read in its entirety as follows:
“(ii) exclude Permitted Equity Commitments, Permitted Project Undertakings, Permitted Deferred Acquisition Obligations, Solar Project Contractual Obligations and the Permitted Hurricane Mandatory Convertible Preferred.”
K.    The definition of “Investment” in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of related transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance (other than for purposes of determining the Net Joint Venture Investment Amount), the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but deducting therefrom (A) the amount of any repayments or distributions received on account of such Investment by, or the return on or of capital with respect to, such Investment to, the Person making such Investment, and (B) the profit component of any payments received by the Borrower, directly or indirectly, pursuant to a Contractual Obligation entered into in connection with such Investment; provided that (i) "profit component" shall mean Cash in excess of the cost of property sold, licensed, contributed or otherwise transferred, as applicable, by the Borrower, directly or indirectly, pursuant to a Contractual Obligation in connection with such Investment (with non-exclusive licenses with regional exclusivity of IP Rights being deemed to have no cost for purposes of such calculation) and (ii) such profit component shall only be deducted when actually received in Cash by a Loan Party. For the avoidance of doubt, nNeither (i) any Permitted Project Undertakings nor any payment pursuant to and in accordance with the terms of Solar Project Contractual Obligations made by the Borrower or a Subsidiary that is in each case party to such Solar Project Contractual Obligation pursuant to which such Person owns, operates, develops or constructs one or more Solar Energy Systems nor (ii) any loan, advance, deposit or capital contribution of common stock of the Borrower shall be deemed to constitute an Investment.
L.    Each the definitions of “Net Asset Sale Proceeds” and “Net Insurance/Condemnation Proceeds” in Section 1.01 of the Credit Agreement is amended by replacing the phrase “(other than the Loans)” in each place such phrase appears therein with the phrase “(other than the Loans Obligations and, the LAP Second Lien Loan Obligations)”.
M.    The definition of “Non-Recourse Project Indebtedness” in Section 1.01 of the Credit Agreement is amended and restated as follows:

6
CH\2104947.8
Exhibit 10.6

“Non-Recourse Project Indebtedness” means (A) Indebtedness of a Non-Recourse Subsidiary owed to an unrelated Person with respect to which the creditor has no recourse (including by virtue of a Lien, Guarantee or otherwise) to the Borrower or any other Loan Party other than recourse (i) to any Equity Interest in such Non-Recourse Subsidiary owned by a Loan Party, (ii) by virtue of rights of such Non-Recourse Subsidiary under a Solar Project Contractual Obligation assigned to such creditor, which rights may be exercised pursuant to such Solar Project Contractual Obligation against the Borrower or any other Loan Party that is in each case party to such Solar Project Contractual Obligation as the owner, operator, developer or construction company of the applicable Solar Energy Systems, (iii) pursuant to Permitted Project Undertakings or Permitted Equity Commitments or (iv) pursuant to Specified Surety Bonds, and (B) Indebtedness of SMP owed to an unrelated Person with respect to which the creditor has no recourse (including by virtue of a Lien, Guarantee or otherwise) to the Borrower or any other Loan Party other than recourse to any Equity Interest in such Non-Recourse Subsidiary owned by a Loan Party and (C) Indebtedness under the First Wind Facility.
N.    The definition of “Liquid Investments” in Section 1.01 of the Credit Agreement is amended by replacing the phrase “Borrower and its Subsidiaries” in each place such phrase appears therein with the phrase “Borrower and its Subsidiaries (other than the First Wind Subs and the LAP Subs)”.
O.    The definition of “Liquidity Amount” in Section 1.01 of the Credit Agreement is amended by replacing the word “Subsidiary” in each place such word appears therein with the phrase “Subsidiary (other than a First Wind Sub and a LAP Sub)”.
P.        Clause (vii) of the definition of “Unrestricted Subsidiary” in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:
“; (vii) the First Wind Subs Apollo Subs”.
Q.    The definition of “YieldCo” in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:
“YieldCo” means TerraForm Power, Inc. (f/k/a SunEdison Yieldco, Inc.), a Delaware corporation SunEdison Yieldco, Inc., a Delaware corporation, a subsidiary of the Borrower formed for the purpose of directly or indirectly owning subsidiaries that own and operate Alternative Fuel Energy Systems, with the Borrower providing specified support services to such Person and/or its subsidiaries for a fee, and for the purpose of divesting a portion of the Equity Interests in such Person in an initial public offering, with the intent that such Person will pay quarterly dividends to the holders of its Equity Interest after such initial public offering.
R.    Each of the defined terms “Hurricane Bridge/Notes Financing”, “Hurricane Intercreditor Agreement” and “Permitted Hurricane Convertible Preferred” in Section 1.01 of the Credit Agreement is deleted therefrom in its entirety.
S.        Section 2.05(e) of the Credit Agreement is amended and restated to read in its entirety as follows:
“(e)    Subject to last sentence hereof, Nno later than the first Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds, the Borrower shall apply 100% of the Net Asset Sale Proceeds received to make prepayments in accordance with Section 2.05(h); provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $100,000,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to use such Net Asset Sale Proceeds for permitted acquisitions, Capital Expenditures or otherwise reinvest such Net Asset Sale Proceeds in other assets that are not classified as current assets, in each case, (x) that are used or useful in the business of the

7
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Borrower and its Subsidiaries and (y) that comprise Collateral to the extent such property or asset sold or otherwise Disposed of was Collateral, within one year of receipt of such Net Asset Sale Proceeds (subject to, if the Borrower or the applicable Subsidiary enters into a binding commitment to reinvest such proceeds not later than the end of such one-year period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within 180 days, an extension for a period of up to an additional 180 days from the end of such one-year period). Notwithstanding any of the foregoing in this clause (e), to the extent the Net Asset Sale Proceeds also constitute Net Debt/Equity Proceeds under (and as defined in) the LAP Second Lien Credit Agreement that are required to be applied to the prepayment of the LAP Second Lien Obligations pursuant to Section 2.05(d) of the LAP Second Lien Credit Agreement, such Net Asset Sale Proceeds shall be first applied to the LAP Second Lien Obligations pursuant to Section 2.05(h) of the LAP Second Lien Credit Agreement and, notwithstanding anything to the contrary, any balance of such Net Asset Sale Proceeds after so applied to the LAP Second Lien Obligations shall not be retained by the Borrower but instead shall be applied to make prepayments pursuant to the foregoing clause (e) and in accordance with Section 2.05(h) hereof).”
T.        Article V of the Credit Agreement is amended by inserting new Section 5.22 therein, which shall read in its entirety as follows:
“5.22    Related Agreements. The Borrower has delivered to the Administrative Agent complete and correct copies of (i) each LAP Related Agreement and of all exhibits and schedules thereto in effect as of the Amendment No. 8 Date and copies of any material amendment, restatement, supplement or other modification to or waiver of each LAP Related Agreement entered into after the Amendment No. 8 Date and on or prior to the date of the consummation of the LAP Acquisition, and (ii) each Apollo Related Agreement in effect as of the Amendment No. 8 Date and copies of any material amendment, restatement, supplement or other modification to or waiver of each Apollo Related Agreement entered into after the Amendment No. 8 Date and on or prior to the date of the consummation of the Apollo Acquisition.
U.    Section 6.13(a) of the Credit Agreement is amended by amending and restating the final parenthetical appearing therein to read in its entirety as follows:
“(it being understood and agreed that neither First Wind Holdings nor Apollo Holdings constitutes a Non-Recourse Subsidiary or an Excluded Subsidiary and that the Borrower shall comply (and shall cause its Subsidiaries to comply) with this Section 6.13(a) with respect to First Wind Holdings and Apollo Holdings)”
V.        Sections 6.01(a) and 6.01(b) are amended by replacing the phrase:
“any adjustments necessary to eliminate the assets, liabilities and results of operation of Unrestricted Subsidiaries (which may be in footnote form only) from such consolidated balance sheet and the related consolidated statements of income or operations and cash flows”
in each place such phrase appears therein with the phrase:
“any adjustments necessary to eliminate the assets, liabilities and results of operation of Unrestricted Subsidiaries, the First Wind Subs and the LAP Subs (which may be in footnote form only) from such consolidated balance sheet and the related consolidated statements of income or operations and cash flows”.
W.    Section 6.14(c) of the Credit Agreement is amended by:
(a)    replacing the word “and” appearing immediately before clause (H) thereof with a comma, re-lettering clause (H) as clause (I), and inserting the following as a new clause (H):

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Exhibit 10.6

“(H) Apollo Holdings, and”
and
(b) replacing the phrase:
“it being understood and agreed that, notwithstanding any previous release of the Administrative Agent’s Liens on the Equity Interests in YieldCo and YieldCo II Intermediate relating to such Equity Interests being provided as collateral securing the Permitted Seller Notes or Permitted Margin Loan Financing”
appearing therein with the phrase:
“it being understood and agreed that, notwithstanding any previous release of the Administrative Agent’s Liens on the Equity Interests in YieldCo and YieldCo II Intermediate relating to such Equity Interests being provided as collateral securing the Permitted Seller Notes or Permitted Margin Loan Financing”.
X.    Section 7.01(u) of the Credit Agreement is amended and restated to read in its entirety as follows:
“(u) Liens securing Indebtedness permitted under Section 7.03(t)(o) and subject to the LAP Intercreditor Agreement. as long as (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and under security documents substantially similar to the Security Documents and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, and (ii) the holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to an intercreditor agreement reasonably acceptable to the Administrative Agent (the “Hurricane Intercreditor Agreement”)”.
Y.        Section 7.02(n) of the Credit Agreement is amended and restated in its entirety as follows:
“(n) (i) Cash Investments in YieldCo and YieldCo Intermediate in an aggregate amount not to exceed $100,000,000 as long as the proceeds of such Cash Investments are not used by YieldCo to fund any dividends, (ii) contributions of Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto and components thereof to the capital of YieldCo Intermediate, (iii) Cash Investments in YieldCo II and YieldCo II Intermediate in an aggregate amount not to exceed $100,000,000 as long as the proceeds of such Cash Investments are not used by YieldCo II to fund any dividends, and (iv) contributions of Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto and components thereof to the capital of YieldCo II or YieldCo II Intermediate, (v) Investments pursuant to the Interest Payment Agreement referenced in clause (i) of the definition of “Borrower/YieldCo Agreements” in an aggregate amount not to exceed $48,000,000 (plus interest on any Overdue Amount (as defined in such Interest Payment Agreement) in accordance with Section 3 of such Interest Payment Agreement) during the term of this Agreement and (vi) Investments pursuant to the Interest Payment Agreement referenced in clause (i) of the definition of “Borrower/YieldCo II Agreements” in an aggregate amount not to exceed $63,000,000 (plus interest on any Overdue Amount (as defined in such Interest Payment Agreement) in accordance with Section 3 of such Interest Payment Agreement) during the term of this Agreement;”
Z.    Section 7.02 of the Credit Agreement is further amended by
(a)    amending and restating each of clauses (q) and (s) thereof each to read in its entirety as follows:
“(q) the LAP Acquisition and the LAP Ancillary Purchases prior to the initial offering of the Equity Interest in SSL TopCo, cash on deposit in an account of the Borrower or its Subsidiaries may be transferred to SSL TopCo or its subsidiaries if it is determined that it belongs to SSL TopCo or any of its subsidiaries;

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(s) the Apollo Acquisition as long as, on or prior to the date of the consummation of the Apollo Acquisition, the Borrower has disclosed to the Lenders in writing the SSC Cap (as defined below) and delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower attaching a copy of the Apollo Sponsor Support Agreement and certifying that such copy is a true, correct and complete copy of the Apollo Sponsor Support Agreement contribution of 35% of the Equity Interests in SMP to one of the subsidiaries of SSL TopCo;”
and
(b)    amending and restating clause (z) thereof through the end of Section 7.02 to read in its entirety as follows:
“(z) to the extent constituting an Investment, the direct or indirect capital contribution or transfer by the Borrower of the SUNE Residential Portfolio to Apollo the unsecured Guarantee by the Borrower permitted under Section 7.03(s);”
(aa) capital contributions and/or loans pursuant to and in accordance with the Apollo Sponsor Support Agreement to one or more Apollo Subs in an aggregate amount not to exceed a dollar amount disclosed to the Lenders by the Borrower in writing on or prior to the date of the consummation of the Apollo Acquisition (the “SSC Cap”) during the term of this Agreement; and
(bb) (aa) other Investments not exceeding $200,000,000 in the aggregate outstanding at any time.
Notwithstanding anything to the contrary, neither the Borrower nor any Subsidiary may make any Investments in any Unrestricted Subsidiary other than Investments permitted by Sections 7.02(n), 7.02(p), 7.02(q), 7.02(r), 7.02(u), 7.02(v), 7.02(w), 7.02(x), 7.02(y), 7.02(z) or, 7.02(aa) or 7.02(bb).”
AA.    Section 7.03 of the Credit Agreement is amended by:
(a)    replacing the phrase:
“and (F) unsecured Indebtedness under the 2025 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2025 Refinancing Convertible Bond Indebtedness”; and together with the 2018 Refinancing Convertible Bond Indebtedness, the 2020 Refinancing Convertible Bond Indebtedness, the 2021 Refinancing Convertible Bond Indebtedness, the 2022 Refinancing Convertible Bond Indebtedness and the 2023 Refinancing Convertible Bond Indebtedness, the “Refinancing Convertible Bond Indebtedness”)”
appearing in clause (l) thereof with the phrase:
“and, (F) unsecured Indebtedness under the 2025 Convertible Senior Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2025 Refinancing Convertible Bond Indebtedness”); and (G) unsecured Indebtedness under the Apollo Permitted Seller Notes and Guarantees thereof by the Guarantors, in aggregate principal amount not to exceed $350,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “Apollo Permitted Seller Notes Refinancing Convertible Bond Indebtedness”; and together with the 2018 Refinancing Convertible Bond Indebtedness, the 2020 Refinancing Convertible Bond Indebtedness, the 2021 Refinancing Convertible Bond Indebtedness, the 2022 Refinancing Convertible Bond Indebtedness, and the 2023 Refinancing Convertible Bond

10
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Exhibit 10.6

Indebtedness and 2025 Refinancing Convertible Bond Indebtedness, the “Refinancing Convertible Bond Indebtedness”)”
(b)    re-lettering the existing clause (t) as clause (v); and
(c)    amending and restating clauses (o) and (s) and inserting new clauses (t) and (u), therein, which shall read in their entirety as follows:
“(o)    [Reserved] Indebtedness incurred or issued under the Hurricane Bridge/Notes Financing to fund, in whole or in part, the consideration for the Hurricane Acquisition in an aggregate principal amount not to exceed $1,265,000,000 and any Indebtedness (the “Refinancing Debt”) issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, the then existing Hurricane Bridge/Notes Financing or the then existing Refinancing Debt (the “Refinanced Debt”) (including the exchange of the Bridge Loans referenced in Exhibit L for the Exchanged Notes referenced in Exhibit L), provided that the Refinancing Debt shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing principal amount of the Refinanced Debt;;
(s)    [Reserved] the unsecured Guarantee by the Borrower of the Indebtedness (as defined in clause (a) of the definition thereof) of YieldCo II Intermediate, not to exceed $220,000,000 in aggregate principal amount (plus all related obligations) under (i) the YieldCo II Intermediate Credit Agreement and/or (ii) any loans or debt securities issued pursuant to the Demand Notice under (and as defined in) the YieldCo II Intermediate Credit Agreement; and;
(t)    Indebtedness under the LAP Second Lien Credit Agreement in an aggregate principal amount not to exceed $169,000,000; and any Indebtedness (the “LAP Refinancing Debt”) issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, the then existing Indebtedness under the LAP Second Lien Credit Agreement or the then existing LAP Refinancing Debt (the “LAP Refinanced Debt”); provided that the LAP Refinancing Debt shall not have a greater principal amount than the principal amount of the LAP Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing principal amount of the LAP Refinanced Debt;
(u)    the unsecured Indebtedness of the Borrower incurred pursuant to the Apollo TERP Note in an aggregate principal amount not to exceed $120,000,000; and”.
BB.    Section 7.04 (c) of the Credit Agreement is amended by replacing the phrase:
“the Borrower and its Subsidiaries may enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate (i) a purchase or other acquisition permitted by, and made in accordance with the terms of, Section 7.02(g)”
with the following phrase
“the Borrower and its Subsidiaries may enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate (i) a purchase or other acquisition permitted by, and made in accordance with the terms of, Section 7.02(g) or (ii) the Apollo Acquisition”.
CC.    Section 7.05 of the Credit Agreement is amended by:
(a)    deleting the word “and” appearing immediately before clause (m);

11
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Exhibit 10.6

(b)    inserting new clauses (n) and (o) therein, which shall read in their entirety as follows:
“(n)    the Apollo TERP Sale; provided, that the entire consideration for such Disposition is paid in Cash and by issuance of the Apollo TERP Note;
(o)    to the extent constituting a Disposition, the direct or indirect contribution or transfer by the Borrower of the SUNE Residential Portfolio to Apollo or its subsidiaries; and”
and
(c)    amending and restating the proviso at the end of Section 7.05 in its entirety as follows:
“provided that any Disposition pursuant to this Section 7.05 (other than pursuant to clauses (l), and (m) and (o) of this Section 7.05) shall be for fair market value (as determined by the Borrower in its reasonable judgment).”
DD.    Section 7.06 of the Credit Agreement is amended by:
(a)    amending and restating clause (b) thereof to read in its entirety as follows:
“(b)    (i) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person and (ii) the Borrower may make other non-cash payments solely in the Equity Interests (other than the Specified Disqualified Equity Interest) in the Borrower;”
(b)    replacing the phrase:
“the 2023 Convertible Senior Notes Indenture or the 2025 Convertible Senior Notes Indenture”
appearing in clause (e) thereof with the phrase:
“the 2023 Convertible Senior Notes Indenture, or the 2025 Convertible Senior Notes Indenture or the Apollo Permitted Seller Notes Indenture”
and
(c)    amending and restating clause (l) thereof to read in its entirety as follows:
“(l)    the Borrower may (A) satisfy its conversion obligation under the Permitted Hurricane Mandatory Convertible Preferred or otherwise settle pursuant to the terms of the Permitted Hurricane Mandatory Convertible Preferred by issuing common Equity Interests in the Borrower but not in Cash (other than Cash payments in lieu of fractional shares) or (B) purchase, redeem or otherwise acquire the Permitted Hurricane Mandatory Convertible Preferred in exchange for its common Equity Interests but not for Cash;”.
EE.    Section 7.08 of the Credit Agreement is amended by:
(a)    replacing the following phrase appearing therein:
(b) deleting the word “or” immediately preceding clause (c) therein and inserting a comma in its place, and adding new clauses (d), (e) and (f) to read in their entirety as follows :

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“(d) transactions consisting of the direct or indirect contribution or transfer by the Borrower of (i) one or more or all of the Apollo Subs to YieldCo or its subsidiaries, or (ii) one or more or all of the LAP Subs to YieldCo II or its subsidiaries, (e) transactions pursuant to the Distribution Payment Agreement referenced in clause (vii) of the definition of “Borrower/YieldCo II Agreements, or (f) transactions consisting of direct or indirection contribution or transfer of the SUNE Residential Portfolio to Apollo/”
FF.    Section 7.09(a) of the Credit Agreement is amended by amending and restating clause (F) thereof and inserting new clause (G) therein to read in their entirety as follows:
“(F) the LAP Second Lien Credit Documents such restrictions or limitations set forth in the documents evidencing or governing the Hurricane Bridge/Notes Financing as long as they are no more restrictive or limiting than the relevant restrictions or limitations contained in this Agreement; or (G) the Distribution Payment Agreement referenced in clause (vii) of the definition of “Borrower/YieldCo II Agreements; or”
GG.    Section 7.09(b) of the Credit Agreement is amended and restated to read in its entirety as follows:
“(b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except to the extent of obligations that, individually or in the aggregate, are not material to the Borrower or any Subsidiary and except as set forth in the documents evidencing or governing the Hurricane Bridge/Notes Financing LAP Second Lien Credit Documents as long as such requirements set forth therein are subject to the terms of the Hurricane LAP Intercreditor Agreement.”
HH.    Section 7.11(b) is amended and restated to read in its entirety as follows:
“(b)    Liquidity Amount. Permit the Liquidity Amount, as of the end of any fiscal quarter of the Borrower occurring on or after June 30, 2014, to be less than (A) the lesser of (i) $400 million and (ii) the sum of (x) $300 million plus (y) the amount, if any, by which the Aggregate Commitments exceed $300 million at such time, or (B) for so long as the Indebtedness by the Borrower described in Section 7.03(t)(s) remains outstanding, $500 million.”
II.    Section 7.12 of the Credit Agreement is amended and restated to read in its entirety as follows:
“7.12    Amendments to Organization Documents; Borrower/SSL TopCo Agreement, Borrower/YieldCo Agreement and, Borrower/Yieldco II Agreement and Related Agreements. Amend, modify or waive any of its rights under (a) any of its Organization Documents, Borrower/SSL TopCo Agreements, Borrower/YieldCo Agreements or Borrower/YieldCo II Agreements to the extent that such amendment, modification or waiver would be materially adverse to the interests of the Lenders, (b) any LAP Second Lien Credit Document except to the extent permitted by the LAP Intercreditor Agreement or (c) any other Related Agreement to the extent that such amendment, modification or waiver would be materially adverse to the interests of the Lenders.”
JJ.    Section 7.14 of the Credit Agreement is amended by:
(a) amending and restating the introductory paragraph thereof to read in its entirety as follows:
“Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any unsecured Indebtedness incurred pursuant to Section 7.03(h) or 7.03(l) (other than (i) as permitted pursuant to Section 7.03(l), (ii) any redemption required by Article III of the 2018 Convertible Senior Notes Indenture, Article III of the 2021 Convertible Senior Notes Indenture, Article III of the Apollo Permitted Seller Notes Indenture, the corresponding section or article of the 2020 Convertible

13
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Exhibit 10.6

Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture or the 2025 Convertible Senior Notes Indenture, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, or (iii) pursuant to a cash settlement method to the extent required by Section 4.03(a)(iv) of the 2018 Convertible Senior Notes Indenture, Section 4.03(a)(iv) of the 2021 Convertible Senior Notes Indenture, the corresponding section or article of the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, or the 2025 Convertible Senior Notes Indenture or Section 4.03(b) of the Apollo Permitted Seller Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, (y) pursuant to a “Physical Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, or the 2025 Convertible Senior Notes Indenture or the Apollo Permitted Seller Notes Indenture, as applicable or (z) pursuant to a “Combination Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, or the 2025 Convertible Senior Notes Indenture or the Apollo Permitted Seller Notes Indenture, as applicable, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, with a “Specified Dollar Amount” (as defined therein) equal to or less than $1,000); provided that, without limitation of any of clauses (i), (ii) and (iii) of the immediately preceding parenthetical:”
(b) inserting new clause (G) therein to read in its entirety as follows:
“(G) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the Apollo Permitted Seller Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment, no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment, the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement).”
KK.    Section 7.15 is amended and restated to read in its entirety as follows:
“7.15    Amendment of Indebtedness. Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (X) any Indebtedness set forth in Schedule 7.03, or any term or condition of any Convertible Senior Notes except for (A) any refinancing, refunding, renewal or extension thereof permitted by Section 7.03(b) or, with respect to Convertible Senior Notes, Section 7.03(l) and (B) any amendment, modification or change expressly required to be made (including adjustments to the conversion rate (howsoever defined)) pursuant to the terms of the 2018 Convertible Senior Notes Indenture as in effect on the Closing Date or the terms of the 2021 Convertible Senior Notes Indenture as in effect on the Closing Date or the terms of the 2020 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2020 Convertible Senior Notes pursuant thereto or the terms of the 2022 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2022 Convertible Senior Notes pursuant thereto or the terms of the 2023 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2023 Convertible Senior Notes pursuant thereto, or the terms of the 2025 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2025 Convertible Senior Notes pursuant thereto or pursuant to similar terms of an indenture

14
CH\2104947.8
Exhibit 10.6

governing any Permitted Refinancing Convertible Bond Indebtedness or the terms of the Apollo Permitted Seller Notes Indenture as in effect on the date of the issuance of the Apollo Permitted Seller Notes pursuant thereto or pursuant to similar terms of an indenture governing any Permitted Refinancing Convertible Bond Indebtedness or (Y) the Hurricane Bridge/Notes Financing except as permitted by the Hurricane Intercreditor Agreement the Apollo TERP Note.
LL.    Section 7.17 of the Credit Agreement is amended and restated to read in its entirety as follows:
“7.17 YieldCo II IPO SSL Topco IPO and YieldCo IPO..
(a) [Reserved] SSL TopCo shall not offer any Equity Interest in SSL TopCo to the public except (i) in an initial public offering (and any separate private placement consummated concurrently with such initial public offering or promptly following the completion of such initial public offering) prior to which the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower attaching copies of each of the Borrower/SSL TopCo Agreements and certifying that each is a true, correct and complete copy of such Borrower/SSL TopCo Agreement and (ii) any public offering of such Equity Interest subsequent to such initial public offering and
(b) YieldCo II shall not offer any Equity Interest in YieldCo II to the public except (i) in an initial public offering prior to which the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower attaching copies of each of the Borrower/YieldCo II Agreements and certifying that each is a true, correct and complete copy of such the Borrower/YieldCo II Agreements and (ii) any public offering of such Equity Interest subsequent to such initial public offering.
(c) For the avoidance of doubt, nothing in this Section 7.17 shall restrict SSL TopCo or YieldCo II from issuing or otherwise selling its Equity Interests to Persons in a transaction other than a public offering.”
MM.    Section 8.01(e) of the Credit Agreement is amended by:
(i) replacing the following phrase appearing therein:
“(it being understood that (X) conversions of any 2018 Convertible Senior Notes pursuant to the terms of the 2018 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2021 Convertible Senior Notes pursuant to the terms of the 2021 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2020 Convertible Senior Notes pursuant to the terms of the 2020 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2022 Convertible Senior Notes pursuant to the terms of the 2022 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2023 Convertible Senior Notes pursuant to the terms of the 2023 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2025 Convertible Senior Notes pursuant to the terms of the 2025 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or (Y) any conversion or exchange of the Permitted Seller Notes into or for the Class A TERP Common Stock (and related payments of Cash in lieu of fractional shares) or any conversion or exchange of the Permitted Hurricane Convertible Preferred into or for the common Equity Interest in the Borrower (and related payments of Cash in lieu of fractional shares) or any redemption or repurchase of Permitted Seller Notes or Permitted Hurricane Convertible Preferred upon the occurrence of a “Fundamental Change” (or equivalent) under the applicable indenture shall not constitute an Event of Default under

15
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this clause (i) or any redemption required by Article III of the 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or the corresponding section or article of the 2020 Convertible Senior Notes Indenture or the corresponding section or article of the 2022 Convertible Senior Notes Indenture or the corresponding section or article of the 2023 Convertible Senior Notes Indenture or the corresponding section or article of the 2025 Convertible Senior Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness shall not constitute an Event of Default under this clause (i))”
with the following phrase:
“(it being understood that (X) conversions of any 2018 Convertible Senior Notes pursuant to the terms of the 2018 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2021 Convertible Senior Notes pursuant to the terms of the 2021 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2020 Convertible Senior Notes pursuant to the terms of the 2020 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2022 Convertible Senior Notes pursuant to the terms of the 2022 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2023 Convertible Senior Notes pursuant to the terms of the 2023 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2025 Convertible Senior Notes pursuant to the terms of the 2025 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any Apollo Permitted Seller Notes pursuant to the terms of the Apollo Permitted Seller Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or (Y) any conversion or exchange of the Permitted Seller Notes into or for the Class A TERP Common Stock (and related payments of Cash in lieu of fractional shares) or, any conversion or exchange of the Permitted Hurricane Mandatory Convertible Preferred into or for the common Equity Interest in the Borrower (and related payments of Cash in lieu of fractional shares) or any redemption or repurchase of Permitted Seller Notes or Permitted Hurricane Mandatory Convertible Preferred upon the occurrence of a “Fundamental Change” (or equivalent) under the applicable indenture or other applicable document shall not constitute an Event of Default under this clause (i) or any redemption required by Article III of the 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or the corresponding section or article of the 2020 Convertible Senior Notes Indenture or the corresponding section or article of the 2022 Convertible Senior Notes Indenture or the corresponding section or article of the 2023 Convertible Senior Notes Indenture or the corresponding section or article of the 2025 Convertible Senior Notes Indenture or Article III of the Apollo Permitted Seller Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness shall not constitute an Event of Default under this clause (i))”.
NN.    Exhibit L attached to the Credit Agreement is amended and restated as Exhibit L attached hereto.
OO.    Exhibit M attached hereto is inserted in the Credit Agreement as Exhibit M attached thereto.
PP.    Exhibit N attached hereto is inserted in the Credit Agreement as Exhibit N attached thereto.
QQ.    Exhibit O attached hereto is inserted in the Credit Agreement as Exhibit O attached thereto.

16
CH\2104947.8
Exhibit 10.6

SECTION II.
AMENDMENTS TO THE PLEDGE AND SECURITY AGREEMENT
The Pledge and Security Agreement is hereby amended by amending and restating Section 2.2(b) thereof to read in its entirety as follows (with the deletions of the stricken text (if any) indicated in the same manner as the following example: stricken text and with the insertions of additional text (if any) indicated in the same manner as the following example: bolded and italics text):
“(b)    any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 656% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided, that from and after the Amendment No. 8 Date until December 31, 2015 (as such date may be extended by the Administrative Agent in its sole discretion), no outstanding stock of LAP will be required to be included in the Collateral;”
SECTION III.
CONSENT TO CREDIT AGREEMENT
Each Lender hereby authorizes the Administrative Agent to enter into the LAP Intercreditor Agreement on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms thereof and the Credit Agreement and agrees to be bound by the terms of the LAP Intercreditor Agreement.
SECTION IV.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the date hereof upon the Administrative Agent receiving a counterpart signature page of this Amendment duly executed by the Loan Parties and the Required Lenders and the acknowledgment of this Amendment by the Administrative Agent (the date of satisfaction of such condition being referred to herein as the “Amendment Effective Date”).
SECTION V.
REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment, Borrower represents and warrants to each Lender that:
A.    Corporate Power and Authority. Borrower has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement and the other Loan Documents.
B.    Authorization; No Contravention. The execution and delivery by Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which Borrower is a party or affecting Borrower or the properties of Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Borrower or its property is subject; or (c) violate any Law.
C.    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery by Borrower or performance by, or enforcement against, Borrower of this Amendment, the Credit Agreement or any other Loan Document, except those that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.
D.    Binding Effect. This Amendment, when delivered hereunder, will have been duly executed and delivered by Borrower, and when so delivered will constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally

17
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Exhibit 10.6

affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
E.    Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article V of the Credit Agreement are and will be true and correct in all material respects on and as of the Amendment Effective Date and both before and after giving effect to the Amendment to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.
F.        Absence of Default. Both before and after giving effect to this Amendment, no event has occurred and is continuing or would result from the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.
SECTION VI.
ACKNOWLEDGMENT AND CONSENT
Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and Pledge and Security Agreement and this Amendment and consents to the amendments to the Credit Agreement and Pledge and Security Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).
Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, except as expressly amended by this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.
Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
SECTION VII.
MISCELLANEOUS
A.    Effect on the Credit Agreement and the Other Loan Documents. Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.
B.    Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

18
CH\2104947.8
Exhibit 10.6

C.    Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
D.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

[Remainder of this page intentionally left blank.]


19
CH\2104947.8


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

SUNEDISON, INC.,
as the Borrower

By:/s/ Brian Wuebbels
     Name: Brian Wuebbels
     Title:EVP, CAO & CFO

SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page


GOLDMAN SACHS BANK USA,
as a Lender


By: /s/ Jamie Minieri
     Name: Jamie Minieri
     Title: Authorized Signatory



SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page


DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender


By: /s/ Anca Trifan
     Name: Anca Trifan
     Title: Managing Director


By: /s/ Marcus M. Tarkington
     Name: Marcus M. Tarkington
     Title: Director



SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page


MIHI LLC,
as a Lender


By: /s/ Ayesha Faroogi
     Name: Ayesha Faroogi
     Title: Authorized Signatory


By: /s/ Stephen Mehos
     Name: Stephen Mehos
     Title: Authorized Signatory


SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page


BARCLAYS BANK PLC,
as a Lender


By: /s/ Mathew Cybul
     Name: Mathew Cybul
     Title: Assistant Vice President





SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page


MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender


By: /s/ Chris Winthrop
     Name: Chris Winthrop
     Title: Vice President





SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
By: /s/ Mikhail Faybusovich
Name: Mikhail Faybusovich
Title: Authorized Signatory


By: /s/ Lingzi Huang
Name: Lingzi Huang
Title: Authorized Signatory

SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page


BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Patrick Engel
Name: Patrick Engel
Title: Director




SUNEDISON HOLDINGS CORPORATION,
as a Guarantor


By:/s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON INTERNATIONAL, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


MEMC PASADENA, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


ENFLEX CORPORATION,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


NVT, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer



SOLAICX,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUN EDISON LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON CANADA, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON INTERNATIONAL, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer



FOTOWATIO RENEWABLE VENTURES, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON CONTRACTING, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


NVT LICENSES, LLC,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


TEAM-SOLAR, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer


SUNEDISON UTILITY HOLDINGS, INC.,
as a Guarantor


By: /s/ Brian Wuebbels
Name: Brian Wuebbels
Title: Authorized Officer

Acknowledged by:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By: /s/ Peter Sherman
Name: Peter Sherman
Title: Vice President





SunEdison, Inc.
Amendment No. 8 to Credit Agreement
Signature Page
Exhibit
Exhibit 10.7

Execution Version – July 15th, 2015




_______________________________________________________________________

SECURITIES PURCHASE AGREEMENT
by and between


SUNEDISON, INC.,

as Buyer,


and


LIGHT ENERGIA S.A.,

as Seller

_______________________________________________________________________

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TABLE OF CONTENTS

ARTICLE I CERTAIN DEFINITIONS AND CONSTRUCTION    6
Section 1.1 Certain Definitions    6
Section 1.2 Additional Definitions    9
Section 1.3 Headings    11
Section 1.4 Construction    11
Section 1.5 Joint Drafting    11
ARTICLE II THE TRANSACTION; THE CLOSING    11
Section 2.1 The Transaction    11
Section 2.2 Payment Terms    11
Section 2.3 Payment Release    12
Section 2.4 Transfer of the Light Renova Shares    12
Section 2.5 Transfer of Buyer’s Shares    12
Section 2.6 Applicable Taxes    12
Section 2.7 The Closing    12
Section 2.8 Deliveries by the Buyer    12
Section 2.9 Deliveries by the Seller    13
Section 2.10 Conditions Precedent Notice    14
ARTICLE III CONDITIONS PRECEDENT TO CLOSING    15
Section 3.1 Conditions Precedent to Each Party’s Obligation to Consummate the Transaction    15
Section 3.2 Conditions Precedent to Buyer’s Obligation to Consummate the Transaction    15
Section 3.3 Conditions Precedent to Seller’s Obligation to Consummate the Transaction    16
ARTICLE IV REPRESENTATIONS AND WARRANTIES    17
Section 4.1 Representations and Warranties of the Seller    17
Section 4.2 Representations and Warranties of the Seller with Respect to Renova    19
Section 4.3 Representations and Warranties of the Buyer    22

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ARTICLE V COVENANTS    25
Section 5.1 Consents, authorizations, waivers    25
Section 5.2 Seller Obligation    25
Section 5.3 Renova Financial Reporting    25
Section 5.4 Required Notice to Renova upon the Signing Date and the Closing Date    25
Section 5.5 Seller’s Resignation Letters    26
Section 5.6 Nivel 2 Registration    26
Section 5.7 Shelf Registration    26
Section 5.8 NYSE Listing    26
Section 5.9 Commercially Reasonable Efforts    26
Section 5.10 Interim Covenant    27
Section 5.11 Payment of Dividends    27
Section 5.12 Acquisition of Additional Renova shares    27

ARTICLE VI INDEMNIFICATION    27
Section 6.1 Indemnification Obligations of the Seller    27
Section 6.2 Indemnification Obligations of the Buyer    28
Section 6.3 Benefits arising from Losses    28
Section 6.4 Direct Claims    28
Section 6.5 Conduct of Third-Party Claims    28
Section 6.6 Payment or Reimbursement    29
Section 6.7 Double Claims    30
Section 6.8 Subsequent Recovery    30
Section 6.9 Limitations on the obligations to indemnify    30
Section 6.10 Survival of Representations, Warranties, Agreements, Etc    31
ARTICLE VII TERMINATION    31
Section 7.1 Termination by Mutual Consent    31
Section 7.2 Termination by Either the Seller or Buyer    31
Section 7.3 Termination by Seller    32
Section 7.4 Termination by Buyer    32

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ARTICLE VIII DISPUTE RESOLUTION; ARBITRATION    32
Section 8.1 Amicable Settlement    32
Section 8.2 Arbitration    32
Section 8.3 Conduct of Proceedings    32
ARTICLE IX MISCELLANEOUS    33
Section 9.1 Notices    33
Section 9.2 Publicity    35
Section 9.3 Assignment; Third Party Beneficiaries    35
Section 9.4 Prior Negotiations; Entire Agreement    36
Section 9.5 Governing Law    36
Section 9.6 Language    36
Section 9.7 Counterparts    36
Section 9.8 Expenses; Taxes    36
Section 9.9 Waivers and Amendments    36
Section 9.10 Confidentiality    37
Section 9.11 Exceptions to Confidentiality Obligation    37
Section 9.12 Certain Remedies. Specific Performance    38


4

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Exhibits


Exhibit I
Operating Project Companies: Description of the Salvador Project Companies, the Espra Project Companies and the Bahia Project Companies
Exhibit 2.2
Proceedings for payment of Purchase Price with the Exchange Ratio Consideration
Exhibit 3.2(a)(i)
Regulatory consents or material agreements of Renova that require consent for the consummation of the Transaction
Exhibit 3.2(a)(ii)
Consents required by Light’s creditors or counterparties for the consummation of the Transaction
Exhibit 3.2(c)(i)
Form of amendment to the Renova Shareholders’ Agreement
Exhibit 3.2(c)(ii)
Term of adhesion to the BNDESPAR Renova Shareholders’ Agreement
Exhibit 5.7
Form of Registration Rights Agreement

Disclosure Schedules

Disclosure Schedule 4.2(b)
Capitalization
Disclosure Schedule 4.2(e)
Litigation
Disclosure Schedule 4.2(f)
Employees and Labor Matters
Disclosure Schedule 4.2(i)
Environmental Matters

5

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 15, 2015 (the “Signing Date”), by and between

SUNEDISON, INC., a company duly organized and validly existing under the laws of the State of Delaware, United States of America, with head offices at 13736 Riverport Dr. Maryland Heights, Missouri, United States of America (“SunEdison” or “Buyer”) and LIGHT ENERGIA S.A., a corporation (sociedade anônima) duly organized and validly existing under the laws of Brazil, with head offices at Av. Marechal Floriano, nº 168, 2º andar, corredor B, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, enrolled with the General Registry of Corporate Taxpayers of the Brazilian Ministry of Finance (“CNPJ/MF”) under No. 01.917.818/0001-36 (“Light” or “Seller”), hereinafter individually referred to as “Party” and collectively as “Parties”.

RECITALS

WHEREAS, Light is the current holder of 50,561,797 (fifty million five hundred and sixty-one thousand seven hundred and ninety-seven) common shares (ações ordinárias), and corresponding political and economic rights issued by Renova Energia S.A., a publicly-held corporation (sociedade por ações de capital aberto) duly organized and validly existing under the laws of Brazil, enrolled with the CNPJ/MF under No. 08.534.605/0001-74, with head offices at Av. Roque Petroni Júnior, No. 999, 4º andar, parte, in the City of São Paulo, State of São Paulo, Brazil (“Renova”), representing, on the date hereof, approximately 15.87% of the total outstanding shares issued by Renova;

WHEREAS, Renova’s shares are listed for trading on the Brazilian Securities, Commodities and Futures Exchange (BM&FBovespa S.A. – Bolsa de Valores, Mercadorias & Futuros de São Paulo) (“BM&FBOVESPA”) within the special corporate governance segment of the BM&FBOVESPA named Nivel 2;

WHEREAS, all of the Renova shares currently held by Light are subject to a Shareholders’ Agreement of Renova dated December 19, 2014, as amended, executed by and between Light, RR Participações S.A. (“RR Participações”), CEMIG Geração e Transmissão S.A. (“CEMIG”) and Renova as intervening party (“Renova Shareholders’ Agreement”), and all of Light’s shares subject to the Renova Shareholders’ Agreement are included in the Acquisition contemplated in this Agreement;

WHEREAS, the Renova shares currently held by Light are also subject to another Shareholders’ Agreement of Renova dated November 6, 2012, as amended, executed by and between Light, RR Participações, BNDES Participações S.A. – BNDESPAR (“BNDESPAR”), Ricardo Lopes Delneri, Renato do Amaral Figueiredo and Light S.A. (“BNDESPAR Renova Shareholders’ Agreement”);

WHEREAS, TerraForm Global, LLC (“TerraForm”), TerraForm Global, Inc., both Affiliates of SunEdison, Renova and SunEdison are concurrently negotiating the terms and conditions of one or more securities purchase agreement and securities swap agreement (the “TerraForm/Renova Agreements”), related to the acquisition by TerraForm or a subsidiary of TerraForm, of certain companies directly or indirectly controlled by Renova that explore renewable energy projects in Brazil and are set forth on Exhibit I (the “Operating Project Companies”);

WHEREAS, the Transaction provided for in this Agreement is conditioned upon TerraForm’s acquisition of the Operating Project Companies as contemplated in the TerraForm/Renova Agreements;

WHEREAS, Itaú Corretora de Valores S.A. currently serves as the financial institution (or custodian agent) responsible for the book entry of the shares issued by Renova (“Custodian Agent”), as provided in the Brazilian Corporations Law and the CVM’s specific rulings on such matter;


6

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WHEREAS, subject to the terms and conditions below, Light desires to sell to the Buyer all of its shares in Renova, and the Buyer desires to acquire from Light all of its 50,561,797 (fifty million five hundred and sixty-one thousand seven hundred and ninety-seven) common shares (ações ordinárias) held in Renova, and its corresponding political and economic rights (the “Light Renova Shares”), through a private sale (the “Acquisition”);

WHEREAS, the Light Renova Shares are tied and subject to the Renova Shareholders’ Agreement and the BNDESPAR Renova Shareholders’ Agreement and, thus, they are not qualified and/or permitted to be traded within the BM&FBOVESPA trading environment, pursuant to the Brazilian Corporations Law and the applicable rules of the BM&FBOVESPA;

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the Parties agree as follows:

Article I
CERTAIN DEFINITIONS AND CONSTRUCTION

Section 1.1    Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, that is, directly or indirectly through intermediaries or not, controlled by such Person. For the purpose of this definition, “control” means the possession directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, ownership of majority quotas of investment funds, Contract or otherwise.

“Appraisal Report” shall mean an appraisal report prepared by a specialized company recognized by CVM as retained jointly by the Buyer and the Seller with an appraisal on the Light Renova Shares or shares of Buyer common stock, as may be required, for the purposes of the payment of the Purchase Price with the Exchange Ratio Consideration and respective performance of the Foreign Exchange Transaction related thereto.

“Antitrust Laws” means all applicable domestic and foreign antitrust Laws and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including Brazilian Law No. 12,529/2011.

“Brazilian Corporations Law” means the Law No. 6,404/76 as amended.

“Business Day” means any day, other than a Saturday or Sunday, on which commercial banks are not required or authorized to close in New York, State of New York, United States of America, Rio de Janeiro, State of Rio de Janeiro, Brazil or São Paulo, State of São Paulo, Brazil.

“Contract” means any agreement, obligation, contract, license, understanding, undertaking, commitment, indenture or instrument, whether written or oral.

“CVM” means the Brazilian Securities Exchange Commission.

“Encumbrance” means any lien (statutory or otherwise and including, without limitation, Tax liens), pledge, security interest, option, mortgage, easement, restriction, lease, sublease, covenant, right of way, right of first refusal or offer, limitation, claim, restriction on transfer, restriction on voting or other similar restriction, including any voting agreement, proxy or restriction on any political or economic rights (such as dividends and interest on capital - juros sobre

7

Execution Version – July 15th, 2015


capital próprio), conditional sale or other title retention agreement, charge or encumbrance of any kind or nature whatsoever.

“Exchange Ratio Consideration” shall be a number of shares of common stock of Buyer equal to (a) the Purchase Price divided by (b) the arithmetic average of the VWAP Prices for all Trading Days during the Pricing Period.

“Governmental Entity” means any federal, national, state, municipal, local or foreign government or any court, any political subdivision, administrative body, agency or commission or other governmental or quasi-governmental entity, authority, tribunal, court, agency, authority, body, entity or instrumentality, domestic or foreign, with competent jurisdiction.

“Intellectual Property” shall mean any of the following (a) all proprietary rights in inventions (whether patentable or unpatentable), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, revisions, extensions, and reexaminations thereof (b) registered and unregistered trademarks and service marks, pending trademark and service mark registration and applications, including intent-to-use registration and applications, (c) registered and unregistered copyrights and applications for registration thereof, including computer software (including data and related documentation), in both source code and object code forms (d) Internet domain names and (e) trade secrets and confidential information.

“Law” means any federal, national, regional, state, municipal or local law, including any common law, statute, treaty, rule, regulation, ordinance, order, code, judgment, decree, directive, injunction, writ or similar action or decision duly implementing, enacting, issuing, promulgating, enforcing or entering into any of the foregoing by any Governmental Entity.

“Market Disruption Event” means any suspension of or limitation, in the ordinary shares of Buyer or market-wide, imposed on trading by the New York Stock Exchange.

“Material Adverse Effect” means any change or effect that is materially adverse to the financial condition, business, results of operations, or Properties of the relevant Person or the ability of such Person to regularly operate consistent with best past practices, even if its adverse effects have not yet occurred, except that “Material Adverse Effect” shall not include changes, events, circumstances, conditions or effects that result from or are consequences of (a) changes in any Laws, any new Laws adopted or approved by any Governmental Entity or changes in Brazilian GAAP; (b) changes in general regulatory or political conditions, including any acts of war or terrorist activities or changes imposed by a Governmental Entity associated with national security; (c) changes in national, regional, state or local electric transmission or distribution systems or the operation thereof; (d) national, regional, state or local changes in wholesale or retail electric power markets; (in the case of each of the immediately preceding clauses (a) through (d), unless any such effect impacts such Person in a disproportionate manner relative to other solar, hydroelectric or wind, as applicable, power generation companies operating in the markets in which such Person operates); (e) changes in general national, regional or local economic or financial conditions; (f) natural disasters, calamities, “acts of God” or other “force majeure” events affecting national, regional, state or local matters; (g) the announcement of this Agreement and the Transaction contemplated hereby or any effects or conditions proximately caused by, or resulting from, the announcement of this Agreement or the Transaction contemplated hereby; provided, however, that such announcement was made in accordance with and subject to the terms of this Agreement; (h) any action or omission of such Person or any of its Affiliates taken at the written request of Buyer, (i) anything disclosed to the Buyer on the date hereof in the Disclosure; (j) any effect that, if capable of being cured prior to the Closing Date, is cured prior to the Closing Date, and (k) any failure to achieve projections or prospects (provided that the underlying causes of such failure shall not be excluded in light of the foregoing).

“Person” means an individual, a corporation, a general or limited partnership, an association, a limited liability company, a Governmental Entity, a trust or any other entity, including private equity funds (fundos de investimento em participações) or any other regulated fund or organization.


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“Pricing Period” means the period of consecutive Trading Days commencing on the 11th (eleventh) Trading Day prior to the Closing Date and ending on the second Trading Day immediately preceding the Closing Date.

“Proceeding” means any suit, action, proceeding, arbitration, mediation, audit, hearing, inquiry or, to the knowledge of the Person in question, investigation (in each case, whether civil, criminal, administrative, investigative, formal or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity.

“PTAX Rate” means the exchange rate for selling United States Dollars against Brazilian Reais as published on the website of the Central Bank of Brazil in the option “Sistema PTAX” (http://www.bcb.gov.br/?txcambio), option “Dólar americano”.

“Taxes” and “Tax” means any and all national, federal, state, local, foreign and other taxes, levies, fees, imposts, social contributions, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including (i) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (ii) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated withholding, employment, social security (or similar), unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and customs duties.

“Trading Day” means any day (i) other than a Saturday, a Sunday or a Trading Day on which a Market Disruption Event occurs, and (ii) on which the New York Stock Exchange, or such successor exchange, is open for trading during its regular trading session, notwithstanding the New York Stock Exchange, or such successor exchange, closing prior to its scheduled closing time.

“VWAP Price” means, for any Trading Day, the volume-weighted average price per share of common stock of Buyer for the regular trading session (including any extensions thereof) of the New York Stock Exchange (or a successor exchange) on such Trading Day (without regard to pre-open or after hours trading outside of such regular trading session for such Trading Day), as published by Bloomberg at 4:30 p.m. EST (or 15 minutes following the end of any extension of the regular trading session) on such Trading Day, on Bloomberg page “SUNE US <Equity> AQR” (or any successor thereto) for the period 9.30am to 4.00pm EST.

Section 1.2    Additional Definitions. The following terms have the meanings set forth in the sections identified below:
Term
Section
Acquisition ................................................................
Recitals
Agreement ................................................................
Preamble
Arbitral Tribunal ......................................................
8.3
Bankruptcy and Equity Limitation ..........................
4.1(c)
Basket Values...........................................................
6.9(b)
BNDESPAR.............................................................
Recitals
BNDESPAR Renova Shareholders’ Agreement......
Recitals

Buyer........................................................................
Preamble
Buyer Indemnification Event ..................................
6.2
Buyer Reports..........................................................
4.3(k)
Buyer Transaction Documents ...............................
4.3(b)
Cap...........................................................................
6.9(c)
Claim Notice...................................................................
6.5
CEMIG...................................................................
Recitals

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Closing Date...................................................................
2.7
CNPJ/MF...................................................................
Preamble
Conditions Precedent.........................................................
3.1
Conditions Precedent Satisfaction Notice..........................
2.10
Confidential Information..................................................
9.10
Custodian Agent...................................................................
Recitals
Defense...................................................................
6.5
Direct Claim...................................................................
6.4
Dispute...................................................................
8.1
Exchange Act...................................................................
4.3(k)
Floor...................................................................
6.9(a)
Foreign Exchange Transaction..............................................
Exhibit 2.2
Fundamental Warranty.........................................................
6.9
Indemnified Party................................................................
6.4
Indemnifying Party................................................................
6.4
ICC...................................................................
8.2
ICVM 358..................................................................
5.4
Light...................................................................
Preamble
Light Renova Shares.............................................................
Recitals
Losses...................................................................
6.1
Operating Project Companies...............................................
Recitals
Order...................................................................
3.1(b)
Party/Parties...................................................................
Preamble
Purchase Price...................................................................
2.1
Registration Rights Agreement.............................................
5.7
Required Public Disclosure...................................................
9.2
Renova...................................................................
Recitals
Renova Shareholders' Agreement ........................................
Recitals
Resale Prospectus Supplement.............................................
5.7
RR Participações..............................................................
Recital
SEC...................................................................
5.7
Securities Act...................................................................
4.3(k)
Seller...................................................................
Preamble
Seller Indemnification Event...............................................
6.1
Shelf Registration.................................................................
5.7
Signing Date...................................................................
Preamble
SunEdison..................................................................
Preamble
Termination Date...................................................................
7.2(a)
TerraForm...................................................................
Recitals
TerraForm/Renova Agreements...........................................
Recitals
Third-Party Claim..............................................................
6.5
Transaction...................................................................
2.1

Section 1.3    Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.


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Section 1.4    Construction. Unless the context otherwise requires, as used in this Agreement: (i) “or” is not exclusive; (ii) “including” and its variants mean “including, without limitation” and its variants; (iii) words defined in the singular have the parallel meaning in the plural and vice versa; (iv) references to “written” or “in writing” include in visual electronic form; (v) words of one gender shall be construed to apply to each gender; (vi) the term “Section” refers to the specified Section of this Agreement; (vii) the terms “BRL” and “R$” mean Brazilian Reais; (viii) the terms “$” and “US$” means U.S. dollars; (ix) references to “days” means calendar days; (x) the terms “hereof”, “herein”, “hereto”, “hereunder” and “herewith” refer to this Agreement as a whole; (xi) any Law defined or referred to herein (or in any agreement or instrument that is referred to herein) means such Law as, from time to time, may be amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; (xii) references to a Person also refer to its predecessors and permitted successors and assigns; and (xiii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”.

Section 1.5    Joint Drafting. The Parties hereto have been represented by counsel in the negotiations and preparation of this Agreement; therefore, this Agreement will be deemed to be drafted by each of the Parties hereto, and no rule of construction will be invoked respecting the authorship of this Agreement.

ARTICLE II
THE TRANSACTION; THE CLOSING

Section 2.1    The Transaction. On the terms and subject to the conditions set forth herein, the Seller agrees to sell, and Buyer agrees to purchase, for an aggregate price of US$250,000,000 (two hundred and fifty million US dollars) subject to the conditions of this Article II (the “Purchase Price”), the Seller’s Light Renova Shares free and clear of any and all Encumbrances (except for the Renova Shareholders’ Agreement and the BNDESPAR Renova Shareholders’ Agreement), and all their corresponding rights, including but not limited to any and all political and economic rights (the “Transaction”).

Section 2.2    Payment Terms. The payment of the Purchase Price in connection with the Transaction shall be made by the Buyer to the Seller in the form of the Exchange Ratio Consideration, according to the proceedings, limitations and calculations described in Exhibit 2.2 attached hereto.

Section 2.3    Payment Release. Buyer shall only be released from its obligation upon delivery of the Exchange Ratio Consideration.

Section 2.4    Transfer of the Light Renova Shares. On the Closing Date, following the payment procedures set forth in Section 2.2, the Light Renova Shares shall be transferred from Seller to Buyer. On the Closing Date, the Custodian Agent shall effectively formalize the transfer of all the Light Renova Shares to the Buyer within the proper share registration books and entries of Renova. Upon the Closing Date and as of such date, Buyer shall be entitled to the full exercise of any and all political and economic rights inherent to the Light Renova Shares, free and clear of any and all Encumbrances, except for those provided for in Renova Shareholders’ Agreement and the BNDESPAR Renova Shareholders’ Agreement. Notwithstanding any of the provisions of this Agreement to the contrary, the Parties hereto expressly acknowledge and agree that the transfer and delivery of the Light Renova Shares to the Buyer shall occur solely upon the transfer of the Exchange Ratio Consideration to Seller.

Section 2.5    Transfer of Buyer’s Shares. On the Closing Date, the Exchange Ratio Consideration shall be transferred from Buyer to Seller. On the Closing Date, Buyer’s transfer agent shall effectively formalize the transfer of the Exchange Ratio Consideration to Seller within the proper share registration books and entries of Buyer. Upon the Closing Date and as of such date, Seller shall be entitled to the full exercise of any and all political and economic rights inherent to the Exchange Ratio Consideration, free and clear of any and all Encumbrances (other than those arising under securities laws).

Section 2.6    Applicable Taxes. Each Party will bear its own Taxes according to applicable legislation, thus Seller shall be solely responsible for the timely payment of taxation on revenues or capital gains arising out of or in

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connection with the Transaction contemplated by this Agreement, provided that the Buyer shall be responsible for any transfer taxes levied upon the Exchange Ratio Consideration. The Parties undertake that no retention of any nature whatsoever shall be made by Buyer on the Purchase Price, and each Party shall indemnify the other Party in case a Party is charged or otherwise suffers a loss in connection with the Transaction due to a Tax that should have been paid by the other Party as the taxpayer (contribuinte), pursuant to the applicable legislation.

Section 2.7    The Closing. Unless otherwise mutually agreed in writing between the Buyer and the Seller, the closing of the Transaction (the “Closing Date”) shall take place at the offices of Veirano Advogados, located at Av. Brigadeiro Faria Lima, No. 3477, 16th floor, in the City of São Paulo, State of São Paulo, Brazil, at 10:00 a.m. (Brazil Time) thirteen (13) Trading Days after the date on which the Conditions Precedent Satisfaction Notice sent by Buyer or Seller, whichever occurs later, is received by the other Party. Buyer shall confirm to Seller when sending its Conditions Precedent Satisfaction Notice that the financial statements included in the Buyer Reports on the proposed Closing Date would be required to be updated under Rule 3-12 of Regulation S-X in order to be sufficiently current on such day to permit a registration statement including such financial statements to be declared effective by the SEC on such day.
Section 2.8    Deliveries by the Buyer. Without prejudice of Section 3.1 of this Agreement, the obligations of the Seller to consummate the Transaction are subject to the satisfaction or delivery by the Buyer or waiver by the Seller of the following:

(a)    On the Closing Date, the Buyer shall have been enrolled with the CNPJ/MF and shall have obtained a CADEMP registration as foreign investor in Brazil with the Brazilian Central Bank for further registration of its direct investment in Renova, in accordance with the foreign direct investment regime, pursuant to Brazilian Law 4,131/62;

(b)    Closing Date Certificate. On the Closing Date, the Seller shall have received a certificate, signed by a duly authorized officer of Buyer and dated as of the Closing Date, to the effect that (i) the representations and warranties of Buyer set forth in Section 4.3 shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as if made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) each of the covenants and agreements of Buyer contained in this Agreement that are to be performed at or prior to the Closing Date shall have been duly performed in all material respects;

(c)    Share Transfer Order. The irrevocable and irreversible share transfer order (purchase) in writing and in the format presented by the Custodian Agent (formulário de transferência de ações) signed by the representative of the Buyer, formalizing the purchase of the Light Renova Shares;

(d)    Payment of the Purchase Price. Buyer shall have paid or cause to be paid to Seller the Exchange Ratio Consideration to be issued to Seller pursuant to Section 2.2.

(e)    Buyer’s common stock. Stock certificates (or other evidence of issuance of the Exchange Ratio Consideration reasonably acceptable to Seller) representing shares of common stock of the Buyer consisting of the Exchange Ratio Consideration shall be issued and delivered to Seller free and clear of any and all Encumbrances (other than those arising under securities laws);

(f)    Registration Rights Agreement. A duly executed copy of the Registration Rights Agreement shall have been received by Buyer.

Section 2.9    Deliveries by the Seller. Without prejudice of Section 3.1 of this Agreement, the obligations of the Buyer to consummate the Transaction are subject to the satisfaction or delivery by the Seller or waiver by the Buyer of the following:


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(a)    Waiver to SunEdison. Not less than seven (7) days prior to the Closing Date, Buyer and Seller shall receive (and Seller shall deliver to Buyer) (i) an irrevocable and irreversible waiver, in writing (and with its content satisfactory to the Buyer), from RR Participações and CEMIG of any and all rights of first refusal and tag-along with respect to their shares of Renova tied to the Renova Shareholders’ Agreement, for the purposes of the sale of Light Renova Shares to Buyer, provided that such statement shall also contain a waiver from each of RR Participações and CEMIG to one another and Light regarding the Lock-Up provisions set out in Section 6.1. and 6.2. of the Renova Shareholders’ Agreement; and (ii) an irrevocable and irreversible waiver, in writing (and with its content satisfactory to the Buyer), from BNDESPAR of any and all tag-along rights with respect to the sale of the Light Renova Shares to Buyer, as tied to the BNDESPAR Renova Shareholders’ Agreement, including, without limitation, a specific waiver in connection with Section 4.1 of the BNDESPAR Renova Shareholders’ Agreement;

(b)    Undertaking by Renova’s shareholders. On or prior to the Closing Date, Buyer shall receive a written commitment from RR Participações, CEMIG, Ricardo Lopes Delneri and Renato do Amaral Figueiredo undertaking to, on the Closing Date, immediately following the consummation of the Transaction (i) cause the members of the Board of Directors of Renova appointed by such shareholders to temporally elect, pursuant to article 150 of the Brazilian Corporations Law, the two (2) members of the Board of Directors of Renova appointed ten (10) days prior to the closing date by Buyer in substitution of the resigning members; (ii) cause the members of the Board of Directors of Renova appointed by such shareholders to, immediately following the Closing Date, call a Special Shareholders’ Meeting (Assembleia Geral Extraordinária) of Renova in order to ratify and confirm the election of the members of the Board of Directors appointed by Buyer; and (iii) vote favorably for the election of the members of the Board of Directors of Renova (as appointed by Buyer) on the Special Shareholders’ Meeting of Renova mentioned in item (ii) above;

(c)    Extracts from Custodian Agent. On the Closing Date, the Seller shall deliver, or shall have delivered to the Buyer an extract issued by the Custodian Agent confirming that the Light Renova Shares are duly held by the Seller prior to the Closing Date;

(d)    Share Transfer Order. Upon execution of the foreign exchange contract of the Exchange Ratio Consideration, Seller shall deliver the irrevocable and irreversible share transfer order (sale) in writing and in the format presented by the Custodian Agent (formulário de transferência de ações) signed by the representative of the Seller in Brazil, formalizing the sale of the Light Renova Shares; and

(e)    Closing Date Certificate. On the Closing Date, the Buyer shall have received a certificate, signed by a duly authorized officer of the Seller and dated as of the Closing Date, to the effect that (i) the representations and warranties of Seller set forth in Section 4.1 and 4.2 shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as if made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and (ii) each of the covenants and agreements of Seller contained in this Agreement that are to be performed at or prior to the Closing Date shall have been duly performed in all material respects;

Section 2.10    Conditions Precedent Notice. Notwithstanding any provision to the contrary in this Agreement, the Parties agree to use their respective reasonable best efforts to cause the Conditions Precedent listed in Article III below to be satisfied as soon as practicable after the Signing Date. Each Party shall, within three (3) Business Days from satisfaction of all Conditions Precedent which responsibility to complete prior to Closing is in its/their responsibility (in accordance with Sections 3.2 and 3.3 or as otherwise provided herein), notify the other Party about the satisfaction of such Conditions Precedent, which notification shall demonstrate reasonable evidences of the satisfaction of the applicable Conditions Precedent (“Conditions Precedent Satisfaction Notice”).



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ARTICLE III
CONDITIONS PRECEDENT TO CLOSING

Section 3.1    Conditions Precedent to Each Party’s Obligation to Consummate the Transaction. Without prejudice to the terms and conditions set forth in Sections 2.8, 2.9, 3.2 and 3.3 of this Agreement, the respective obligation of each Party hereto to consummate the Transaction is subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date (“Conditions Precedent”):

(a)    Applicable Laws. No Law shall have been enacted, promulgated or enforced by any Governmental Entity which prevents or enjoins the consummation of the Transaction; and

(b)    No Injunction. No judgment, injunction, decree or other legal restraint (each, an “Order”) expressly prohibiting the consummation of the Transaction shall have been issued by any Governmental Entity and be continuing in effect, there shall be no pending Proceeding commenced by a Governmental Entity and order that would expressly prohibit the Transaction.

(c)    Central Bank of Brazil Registration. Renova shall have registered before the CADEMP in order to allow registration of the foreign investment by Buyer (RDE-IED) through the Information System of the Central Bank of Brazil (SISBACEN) and Buyer shall have received the corresponding information. Such registration shall be as an international consideration of shares with purchase from a national entity (conferência internacional de ações sob a forma de aquisição de nacional) on the Information System of the Central Bank of Brazil (SISBACEN).

Section 3.2    Conditions Precedent to Buyer’s Obligation to Consummate the Transaction. Without prejudice to the terms and conditions set forth in Section 2.9 and 3.1 of this Agreement, the obligation of the Buyer to consummate the Transaction is subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a)    Consents/Authorizations. (i) the Seller shall have caused Renova to confirm, in writing, that it has obtained all applicable consents, authorizations or waivers for the consummation of the Transaction contemplated in this Agreement, under the material agreements (and as specifically provided in the language of such material agreements or debt instruments) entered into by Renova or under the applicable Laws or regulations, as listed in the Exhibit 3.2(a)(i) of this Agreement, so as to avoid any adverse consequence to Renova or trigger early termination provisions as provided in the material agreements; and (ii) the Seller shall confirm, in writing, that it has obtained all applicable consents, authorizations or waivers for the consummation of the Transaction contemplated in this Agreement, under any material agreements or debt instruments (and as specifically provided in the language of such material agreements or debt instruments) entered into by Seller, as listed in the Exhibit 3.2(a)(ii) of this Agreement, provided that any consent fee to be paid to Seller’s creditors or counterparties shall be exclusively incumbent or paid by Seller;

(b)    Transactions under the TerraForm/Renova Agreements. The acquisiton by TerraForm of the Operating Project Companies from Renova contemplated by the TerraForm/Renova Agreements shall have been consummated;

(c)    Amendment to the Renova Shareholders’ Agreement and adhesion to the BNDESPAR Renova Shareholders’ Agreement. On the Closing Date and simultaneously with the consummation of the Transaction provided for in this Agreement, (i) Buyer shall become a party to the Renova Shareholders’ Agreement by means of the execution of an amendment thereto (such amendment similar to the form of Exhibit 3.2(c)(i) hereto), whereby Buyer shall substitute Seller in the Renova Shareholders’ Agreement and in all rights and obligations, as provided in the amendment; and (ii) Buyer shall become a party to the

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BNDESPAR Renova Shareholders’ Agreement by means of the execution of a term of adhesion thereto (such term of adhesion similar to the form of Exhibit 3.2(c)(ii) hereto), whereby Buyer shall substitute Seller in the BNDESPAR Renova Shareholders’ Agreement and in all rights and obligations as currently provided therein. For the purposes of this Section, Seller shall undertake its commercially reasonable efforts, including with BNDESPAR, RR Participações, CEMIG, Ricardo Lopes Delneri, Renato do Amaral Figueiredo and Renova, to ensure that the amendment to the Renova Shareholders’ Agreement and the term of adhesion to the BNDESPAR Renova Shareholders’ Agreement are executed on the Closing Date similar to form attached hereto;

(d)    Representations and Warranties. The representations and warranties of Seller set forth in Section 4.1 and 4.2 of this Agreement shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as if made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and

(e)    Deliverables. Buyer shall have received from Seller all of the documents required to be delivered pursuant to Section 2.9.

Section 3.3    Conditions Precedent to Seller’s Obligation to Consummate the Transaction. Without prejudice to the terms and conditions set forth in Section 2.8 and 3.1 of this Agreement, the obligation of the Seller to consummate the Transaction is subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

(a)    New York Stock Exchange Listing. The shares of common stock of Buyer representing the Exchange Ratio Consideration shall have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance;

(b)    Representations and Warranties. The representations and warranties of Buyer set forth in Section 4.3 shall be true and correct in all material respects as of the Signing Date and as of the Closing Date as if made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and

(c)    Deliverables. Seller shall have received from Buyer all of the documents required to be delivered pursuant to Section 2.8.
    
ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.1    Representations and Warranties of the Seller. The Seller represents and warrants to Buyer, which representations and warranties are true, correct and accurate, on the date hereof and on the Closing Date (other than any representations and warranties made as of another date, which shall be true and correct as of such other date):

(f)    Organization. The Seller is duly organized and is validly existing and in good standing under the Laws of Brazil, which is its jurisdiction of organization.

(g)    Power and Authority. Seller has the requisite power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and performance by them of this Agreement.

(h)    Execution and Delivery. This Agreement has been duly and validly executed and delivered by Seller and constitutes its valid and binding obligation, enforceable against Seller in accordance with its terms,

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except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting generally the enforcement of creditors’ interests and (ii) the availability of equitable remedies (whether in a Proceeding in equity or at Law) (collectively, the “Bankruptcy and Equity Limitation”).

(i)    Ownership of Light Renova Shares. Seller holds and has good, valid and marketable title to the Light Renova Shares to be purchased by Buyer, free and clear of any and all Encumbrances, except as provided under the Renova Shareholders’ Agreement and the BNDESPAR Renova Shareholders’ Agreement.

(j)    No Conflict. To the extent the consents indicated in Exhibit 3.2(a)(i) are obtained on or prior to the Closing Date, the execution and delivery of this Agreement and the performance by Seller of its obligations hereunder and compliance by Seller with all of the provisions hereof and the consummation of the Transaction (i) shall not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the acceleration of, or the creation of any Encumbrance under, or give rise to any termination right under, any material Contract to which the Seller is a party, (ii) shall not result in any violation or breach of any provisions of the organizational documents of Seller and (iii) shall not conflict with or result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, Order, rule or regulation of any Governmental Entity having jurisdiction over Seller or Seller’s properties or assets, except with respect to each of (i), (ii) and (iii), such conflicts, violations or defaults as would not be reasonably expected to have a material adverse effect on the ability of the Seller to consummate the Transaction.

(k)    Contracts. There is no existing option, warrant, call, right or Contract of any character or nature to which Seller is party requiring, and there are no securities outstanding which upon conversion or exchange would require, the sale or transfer of (or the making of an offer to sell or transfer of) the Seller’s Light Renova Shares. Seller is not a party to any Contract with respect to the voting, redemption, sale, transfer or any other disposition of the Light Renova Shares, except for this Agreement, the Renova Shareholders’ Agreement and the BNDESPAR Renova Shareholders’ Agreement.

(l)    Consents and Approvals. No consent, approval, Order, authorization, registration or qualification of or with any Governmental Entity having jurisdiction over Seller is required in connection with the execution and delivery by Seller of this Agreement or the consummation of the Transaction.

(m)    Legal Proceedings. There are no legal, governmental or regulatory Proceedings pending or, to the knowledge of the Seller, threatened claims of any nature or any investigation against the Seller which, individually or in the aggregate, if determined adversely to Seller, would materially or adversely affect the ability of Seller to perform its obligations under this Agreement.

(n)    Anti-Corruption Practices. The Seller is in compliance with all applicable country, federal, state and local Laws, ordinances, codes, regulations, rules, policies and procedures of any government or other competent authority, including, without limitation, all anti-corruption laws, including Brazilian Law No. 12,846/13. The Seller and its respective directors and key officers are not currently and formally convicted of, or plead guilty to, any offense involving fraud or corruption.

(o)    No Broker’s Fees. Seller is not party to any Contract, agreement or understanding with any Person that would give rise to a valid claim against Buyer for an investment banking fee, commission, finder’s fee or like payment in connection with the Transaction.


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(p)    Investment Representations.

(i)
Seller is acquiring shares of Buyer common stock hereunder not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales or distributions registered or exempted under the Securities Act; provided, however, by making the representations herein, Seller does not agree to hold any of the shares of Buyer common stock for any minimum or other specific term and reserves the right to dispose of such shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

(ii)
Seller understands and acknowledges that an investment in any of Buyer’s common stock is a speculative venture and involves a degree of risk, including risk of loss. Seller has carefully considered and has, to the extent
Seller deems necessary, discussed with its professional legal, tax, accounting and financial advisers its investment in any of Buyer’s common stock.

(iii)
Seller: (A) understands and acknowledges that any of Buyer’s common stock to be issued to Seller has not been registered under the 1933 Act, nor under the securities Laws of any state, nor under the Laws of any other country, (B) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to Seller or the fairness of the terms of its investment in any of Buyer’s common stock and (C) acknowledges that the restrictions evidencing the shares of Buyer’s common stock will bear a restrictive legend in customary form.

(iv)
Seller became aware of an opportunity to invest in Buyer other than by means of general advertising or general solicitation.

(v)
Seller is an institutional “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act or is not a “United States person” as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act.

Section 4.2    Representations and Warranties of the Seller with respect to Renova. The Seller represents and warrants to Buyer, which representations and warranties are true, correct and accurate on the date hereof and on the Closing Date (other than any representations and warranties made as of another date, which shall be true and correct as of such other date):

(d)    Organization. Renova is duly incorporated, organized and is validly existing under the Laws of Brazil.

(e)    Capitalization. On December 31st, 2014, the total share capital of Renova consisted of 318,655,442 (three hundred and eighteen million six hundred and fifity five thousand and four hundred and forty two) shares, being 236,845,392 (two hundred and thirty six-million eight hundred and forty-five thousand three hundred and ninety-two) common shares with no par value and 81,810,030 (eighty-one million eight hundred and ten thousand and thirty) preferred shares with no par value, all of which all were issued and outstanding. As of the date hereof, no shares or other equity interests of Renova are issued or reserved for issuance, except as disclosed in the Disclosure Schedule attached hereto in Schedule 4.2(b).

(f)    No Conflict. To the extent the consents indicated in Exhibit 3.2(a)(i) are obtained on or prior to the Closing Date, the execution and delivery of this Agreement and the performance by Seller of its obligations hereunder and compliance by Seller with all of the provisions hereof and the consummation of the Transaction (i) shall not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the acceleration of, or the creation of any Encumbrance under, or give rise to any termination right under, any material Contract to which Renova is a party, (ii) shall not result in any violation or breach of any provisions of the organizational documents of Renova and (iii) shall not conflict with or result in any violation of, or any termination or material impairment of any rights under,

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any statute or any license, authorization, Order, rule or regulation of any Governmental Entity having jurisdiction over Renova or Renova’s properties or assets, except with respect to each of (i), (ii) and (iii), such conflicts, violations or defaults as would not be reasonably expected to have a material adverse effect on the ability of the Seller to consummate the Transaction.

(g)    Anti-Corruption Practices. To the knowledge of the Seller, Renova is in compliance with all applicable country, federal, state and local Laws, ordinances, codes, regulations, rules, policies and procedures of any government or other competent authority, including, without limitation, all anti-corruption laws, including Brazilian Law No. 12,846/13. To the knowledge of the Seller, Renova and its respective directors and key officers are not currently and formally convicted of, or plead guilty to, any offense involving fraud or corruption.

(h)    Litigation. Except as (i) disclosed by the Renova in the most recent reference form (formulário de referência) filed by the Renova with the CVM prior to the date hereof or in any Required Public Disclosure from January 1, 2015 to the date hereof, or (ii) disclosed in the Disclosure Schedule attached hereto in Schedule 4.2(e), to the knowledge of Seller there is no material Proceeding, pending, or, threatened, against or affecting Renova or any of its respective properties or rights.

(i)    Employees and Labor Matters. Except as (i) disclosed by the Renova in the most recent reference form (formulário de referência) filed by the Renova with the CVM prior to the date hereof or in any Required Public Disclosure from January 1, 2015 to the date hereof, or (ii) disclosed in the Disclosure Schedule attached hereto in Schedule 4.2(f), to the knowledge of Seller, Renova is in compliance with all material terms and conditions of employment and all material aspects of Laws or Orders regarding employment and employment practices, including, without limitation, any material provision regarding wages, bonus and benefits, hours of work, occupational health and safety standards, social security obligations, collective bargaining, and there are no outstanding material claims, Proceedings or Orders under any such Laws, in an amount that exceeds R$100,000.00 (one hundred thousand Reais) per individual claim.

(j)    Tax Matters. Except as disclosed by the Renova in the most recent reference form (formulário de referência) filed by the Renova with the CVM prior to the date hereof or in any Required Public Disclosure from January 1, 2015 to the date hereof, to the knowledge of Seller, Renova has filed or caused to be filed all material returns, statements, forms and reports for Taxes that are required to be filed by Renova. Renova has made adequate provision in its books and records and financial statements for all Taxes which are not yet due and payable but which relate to periods ending on or before the Closing Date, in compliance with applicable Laws.

(k)    Intellectual Property. Except (i) as disclosed by the Renova in the most recent reference form (formulário de referência) filed by the Renova with the CVM prior to the date hereof or in any Required Public Disclosure from January 1, 2015 to the date hereof, or (ii) for the Intellectual Property applications that are in process of registration, which are still pending examination, to the knowledge of Seller, as of the date hereof (a) Renova owns or has the right to use, free and clear of any material Encumbrances, all Intellectual Property material to its respective business substantially as presently conducted; (b) Renova is in material compliance with all obligations relating to the protection of such Intellectual Property pursuant to license or other agreement; (c) the conduct of the business of Renova as currently conducted does not conflict with or infringe any intellectual property or other proprietary right of any third party; (d) there is no claim, suit, action or proceeding pending or threatened against Renova: (i) alleging any such conflict or infringement with any third party’s intellectual property or other proprietary rights; or (ii) challenging Renova’s ownership or use, or the validity or enforceability, of any Intellectual Property; and (e) there are no conflicts with or infringements of any Intellectual Property by any third party.


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(l)    Environmental Matters. To the knowledge of the Seller, except as disclosed in the Disclosure Schedule attached hereto in Schedule 4.2(i), Renova is in full compliance with all applicable environmental laws, including, without limitation, rules related to storage, transportation and disposal of all solid waste generated on Renova’s facilities and nothing has occurred while Renova owned its properties and operated its businesses that would cause it to fail compliance with any environmental law.

(m)    Bankruptcy. Renova is not involved or is a party, on this date, in any Proceeding by or against it before any Governmental Entity under the Brazilian Federal Law 11,101 of 2005 (Brazilian Bankruptcy Law) or any other insolvency or debtors’ relief act.

Section 4.2.1    Buyer has duly reviewed Renova’s bylaws, as well as the Renova Shareholders’ Agreement and the BNDESPAR Renova Shareholders’ Agreement, and acknowledges that Seller is not entitled to any special right to access, receive or request information from Renova, other than information publicly available or by means of general statutory rights.

Section 4.3    Representations and Warranties of Buyer. The Buyer represents and warrants to Seller which representations and warranties are true, correct, accurate, legitimate and complete on the date hereof and shall remain so until the Closing Date (other than any representations and warranties made as of another date, which shall be true and correct as of such other date):
(a)    Organization. Buyer is duly organized and is validly existing under the State of Delaware, United States of America.

(b)    Power and Authority. Buyer has the requisite power and authority to enter into, execute and deliver this Agreement, the amendment to the Renova Shareholders’ Agreement and the term of adhesion to the BNDESPAR Renova Shareholders’ Agreement and the Registration Rights Agreement (collectively, the “Buyer Transaction Documents”) and to perform its obligations hereunder and thereunder and has taken all necessary action required for the due authorization, execution, delivery and performance by it of the Buyer Transaction Documents.

(c)    Execution and Delivery. This Agreement has been duly and validly executed and delivered by Buyer and constitutes its valid and binding obligation, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Limitation. The Renova Shareholders’ Agreement, the BNDESPAR Renova Shareholders’ Agreement and the Registration Rights Agreement, when executed and delivered by Buyer on or prior to Closing, will constitute its valid and binding obligation, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Limitation.

(d)    No Conflict. The execution and delivery of the Transaction Documents and the performance by Buyer of its respective obligations hereunder and thereunder and compliance by Buyer with all of the provisions hereof and thereof and the consummation of the Transaction (i) shall not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the acceleration of, or the creation of any Encumbrance under, or give rise to any termination right under, any material Contract to which Buyer is a party, (ii) shall not result in any violation or breach of any provisions of the organizational documents of Buyer and (iii) shall not conflict with or result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, Order, rule or regulation of any Governmental Entity having jurisdiction over Buyer or Buyer’s properties or assets, except with respect to each of (i), (ii) and (iii), such conflicts, violations or defaults as would not be reasonably expected to have (A) a material adverse effect on the ability of Buyer to consummate the Transaction and (B) a Material Adverse Effect with respect to Buyer.

(e)    Consents and Approvals. Except as otherwise provided in this Agreement, no consent, approval, Order, authorization, registration or qualification of or with any Governmental Entity having jurisdiction

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over Buyer is required in connection with the execution and delivery by Buyer of the Transaction Documents or the consummation of the Transaction.

(f)    Anti-Corruption Practices. The Buyer is in compliance with all applicable country, federal, state and local Laws, ordinances, codes, regulations, rules, policies and procedures of any government or other competent authority, including, without limitation, all anti-corruption laws, including the U.S Foreign Corrupt Practices Act and Brazilian Law No. 12,846/13. The Buyer and its respective directors and key officers are not currently and formally convicted of, or plead guilty to, any offense involving fraud or corruption.

(g)    Financial status. On the Closing Date, the Buyer shall have the ability to duly comply with its obligations related to the due and punctual delivery of the Exchange Ratio Consideration as set forth in Section 2.2 of this Agreement.

(h)    Capitalization. The authorized capital stock of Buyer as set forth on Form 10-K filed by Buyer with the U.S. Securities and Exchange Commission on March 2, 2015 was true and correct as of March 2, 2015 and there has been no material change as of the date of this Agreement to the authorized capital stock of Buyer since such date.

(i)    Absence of Certain Changes. Since December 31, 2014, no Material Adverse Effect with respect to Buyer has occurred.

(j)    Compliance with Laws. Buyer is in compliance in all material respects with all applicable Laws, in each case other than any noncompliance that would not result in a material adverse effect with respect to Buyer.

(k)    Buyer Reports. Buyer has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since January 1, 2015 (the forms, statements, certifications, reports and documents filed or furnished since January 1, 2015 and those filed or furnished subsequent to the date hereof through and including the Closing Date, including any amendments thereto, the “Buyer Reports”). Each of the Buyer Reports, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act applicable to the Buyer Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Buyer Reports did not, and any Buyer filed with or furnished to the SEC on or prior to the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(l)    No Registration. Buyer acknowledges agrees that the Light Renova Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without compliance or waiver (by the applicable parties thereto) of the provisions of the Renova Shareholders’ Agreement and BNDESPAR Renova Shareholders’ Agreement. Seller: (A) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to Buyer or the fairness of the terms of its investment in any Light Renova Share and (iii) acknowledges that the restrictions evidencing the Light Renova Shares will bear a restrictive legend in customary form.

(m)    Other Investment Representations. (i) Buyer understands and acknowledges that an investment in any of Light Renova Shares is a speculative venture and involves a degree of risk, including risk of loss.

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Buyer has carefully considered and has, to the extent Buyer deems necessary, discussed with its professional legal, tax, accounting and financial advisers its investment in any of Light Renova Shares.

(ii)    Buyer became aware of an opportunity to invest in Seller other than by means of general advertising or general solicitation.

(iii)    Buyer is an institutional “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act or is not a “United States person” as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act.
(n)    Buyer Common Stock. Any shares of Buyer’s common stock issued pursuant to the terms of this Agreement will, upon issuance in accordance with the terms of this Agreement, have been duly authorized by all necessary corporate action of Buyer, and be validly issued, fully paid and non-assessable and free and clear of any preemptive rights, all liens and any other restrictions (other than restrictions imposed by securities laws). Subject to the accuracy of Seller´s representations herein, the issuance and delivery of such share of Buyer’s common stock is exempt from the registration requirements of the Securities Act and of applicable state securities and “blue sky” laws, and neither Buyer nor any authorized representative or agent acting on behalf of Buyer has taken or will take any action hereafter that would cause the loss of such exemption. Buyer is eligible to register such shares of Buyer’s common stock for resale by the Seller using Form S-3 promulgated under the Securities Act.

(o)    Brazilian Merger Notification Thresholds. Neither the Buyer nor its economic group has posted in Brazil within the fiscal year of 2014 gross sales revenues (faturamento) or volume of business (volume de negócios) equal to or greater than R$75,000,000.00 (seventy five million Reais) determined in accordance with the criteria for calculation of gross sales revenues (faturamento) or volume of business (volume de negócios) and the definition of economic group provided for in the applicable Antitrust Laws.

(p)    Bankruptcy. Buyer is not involved as a debtor in a voluntary case under any applicable bankruptcy, insolvency or similar law and no proceeding is currently pending against Buyer seeking a decree or order for relief in respect of Buyer under any applicable bankruptcy, insolvency or similar law.

ARTICLE V
COVENANTS

Section 5.1    Consents, authorizations; waivers. On the date hereof, the Parties shall notify Renova and undertake its commercially reasonable efforts to cause its management to take any and all measures in order to obtain from any and all Person or Governmental Entity, as applicable, the necessary authorizations and/or waivers, as per, inter alia, the consents and authorizations provided for in Section 3.2(a)(i) above, so as to avoid any adverse consequence to Renova.

Section 5.2    Seller Obligation. Seller shall instruct (or cause Renova to instruct) the Custodian Agent to take all necessary steps and actions, on or prior to the Closing Date, in order to effectively formalize the transfer of the Light Renova Shares from the Seller to the Buyer within the proper share registration books and entries of Renova, as well as to instruct the Custodian Agent to perform the release and further registration of the Renova Shareholders’ Agreement and BNDESPAR Renova Shareholders’ Agreement over the Light Renova Shares to be held by Buyer, pursuant to paragraph 1st of Article 118 and item II of Article 40 of the Brazilian Corporations Law, as provided in this Agreement.

Section 5.3    Renova Financial Reporting. Seller also agrees to use its commercially reasonable efforts to cause Renova to provide, to the extent permitted by applicable Law, all reasonable information requested by Buyer, or any Affiliate of Buyer, for any filing in connection with a local or United States tax filing made by said Party, including but not limited to information related to passive foreign investment company filings. For the avoidance of doubt, conveyance by Seller to Renova of the request made by Buyer and commercially reasonable efforts to cause Renova to comply with such request shall be understood as compliance with the obligation provided in this Section.

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Section 5.4    Required notice to Renova upon the Signing Date and the Closing Date. On the Signing Date and the Closing Date, Buyer and Seller shall each, individually, send a notice to Renova informing about the execution of this Agreement and Closing thereof related to the sale and purchase, respectively, of the Light Renova Shares, all pursuant to article 12 and respective sub-items of CVM Ruling No. 358/02 (“ICVM 358”), whereby Renova will issue a Required Public Disclosure in the form of a material fact notice (fato relevante) to the market informing about such transaction. Among other events provided for in ICVM 358, the Buyer and the Seller shall also send a notice to Renova in any event of termination of this Agreement without consummation of the Transaction, regardless of the cause for such termination.

Section 5.5    Seller’s Resignation Letters. On the Closing Date, the Seller shall cause the members of the Board of Directors (membros do Conselho de Administração) of Renova appointed by the Seller (pursuant to the Renova Shareholders’ Agreement) to deliver their resignation letters (cartas de renúncia) to the management of Renova.

Section 5.6    Nivel 2 Registration. The Seller acknowledges that having Renova’s shares listed for trading on the special corporate governance segment of the BM&FBOVESPA named Nivel 2 provides a liquid market for the Renova shares. Consequently, the Seller hereby expressly undertakes that as from the Signing Date and until the Closing Date, the Seller shall refrain from adopting any measures or vote in any Renova shareholders meeting in a way that could result in Renova’s shares no longer being listed on the Nivel 2 and that it shall, within its powers, actively undertake all measures to maintain such listing.

Section 5.7    Shelf Registration. Buyer shall prepare for filing with the U.S. Securities and Exchange Commission (the “SEC”) prior to the Closing Date, a prospectus supplement (the “Resale Prospectus Supplement”) to the prospectus contained in Buyer’s registration statement on Form S-3 filed with the SEC on September 9, 2013 (the “Shelf Registration”) for an offering pursuant to Rule 415 promulgated pursuant to the Securities Act of 1933, as amended, to give effect to the registration of the shares of common stock of Buyer representing the Exchange Ratio Consideration for resale by Seller. The Resale Prospectus Supplement shall be filed with the SEC within three (3) Trading Days after the date on which the Conditions Precedent Satisfaction Notice sent by Buyer or Seller, whichever occurs later, is received by the other Party, shall be subject to review and reasonable comment by Seller prior to filing, and shall be conducted in accordance with the Registration Rights Agreement, attached hereto as Exhibit 5.7 and that shall be executed and delivered prior to such filing (the “Registration Rights Agreement”).

Section 5.8    NYSE Listing. Buyer shall use reasonable best efforts to cause the shares of common stock of Buyer representing the Exchange Ratio Consideration to be approved for listing on the New York Stock Exchange, subject to official notice of issuance, prior to the Closing Date.

Section 5.9    Commercially Reasonable Efforts. The Parties agree to use commercially reasonable efforts to execute and deliver, or cause to be executed and delivered, such further instruments or documents or take such other action as may be reasonably necessary (or as reasonably requested by another party, including Renova) to consummate the Transaction, including, without limitation, any action required to be taken with the Central Bank of Brazil or any financial institution retained by the Parties. In addition, as from the Closing Date, Buyer and Seller shall practice any acts necessary in order to modify the information on the share ownership structure of Renova within the records of the Nivel 2 of BM&FBOVESPA, including, without limitation, the execution of adhesion terms by Buyer, execution of letters formalizing the exit from the controlling block by Seller and any other document that may be required by BM&FBOVESPA.

Section 5.10    Interim Covenant. During the period prior to the Closing Date, Seller shall not, nor shall it permit any other Person to amend, vary, terminate, cancel, suspend, supplement or enter into, consent to any action under, waive or relinquish any rights under, or allow to expire or fail to fulfill the requirements of or suffer the suspension of, the Renova Shareholders’ Agreement or the BNDESPAR Renova Shareholders’ Agreement, except as expressly contemplated by this Agreement or with the prior written consent of Buyer. Until the Closing Date the Seller shall refrain from voting or approving (or causing its appointed directors to vote and approve) any deliberation regarding a dividend

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distribution or payment of interest on capital (juros sobre capital próprio) of Renova without the prior written consent of Buyer.

Section 5.11    Payment of Dividends. Buyer agrees that it shall not declare or pay any dividend with respect to its shares of common stock during the Pricing Period.

Section 5.12    Acquisition of additional Renova shares. During the period of five (5) years as from the Signing Date, in the event Buyer or any of its Affiliates wishes to acquire, directly or indirectly, beneficial ownership in any additional equity interest in Renova not bound to the Renova Shareholders’ Agreement (including securities convertible into shares, but excluding any newly shares or newly securities convertible into shares issued by Renova and primarily subscribed to by Buyer), Buyer (or its Affiliate, as the case may be) shall first make an offer to BNDESPAR to purchase such number of shares or units owned by BNDESPAR, indicating the respective price, terms and conditions. If BNDESPAR rejects or does not accept such offer within 30 days, then Buyer (or its Affiliate, as the case may be) shall be entitled to purchase the number of shares or units described in the offer from a third party, for a period of 120 days, for the same price, terms and conditions. Should BNDESPAR accept the offer, then Buyer (or its Affiliate, as the case may be) shall complete the purchase and sale as indicated in the offer.

ARTICLE VI
INDEMNIFICATION

Section 6.1    Indemnification obligations of the Seller. Effective as of the date of this Agreement, a payment of Indemnification from the Seller to the Buyer will be due with respect to any and all losses, direct damages, costs and expenses including, without limitation, the reasonable fees and disbursements of counsel (collectively, “Losses”) directly or indirectly based upon, arising out of, or resulting from (“Seller Indemnification Event”):

(i) any inaccuracies or breach of any representation or warranty of the Seller as made in this Agreement and otherwise not specifically identified and disclosed in this Agreement.

(ii) any breach of any agreement, covenant or obligation of the Seller under this Agreement or under any other document required to be delivered under this Agreement.         

Section 6.2    Indemnification obligations of the Buyer. Conversely, a payment of Indemnification from the Buyer to the Seller will be due with respect to any and all Losses arising directly out of, or resulting from (“Buyer Indemnification Event”):

(i) any inaccuracies or breach of any representation or warranty of the Buyer contained in this Agreement.

(ii) any breach of any agreement, covenant or obligation of the Buyer under this Agreement or under any other document required to be delivered under this Agreement.

Section 6.3    Benefits arising from Losses. Any payment of Indemnification shall be net of any benefits, expenses or reductions arising as a result of a Loss (including, e.g., the reduction of income taxes due by virtue of the deduction of the relevant Loss from the entity’s tax basis).

Section 6.4    Direct Claims. The Party entitled to any Indemnification under this Section (“Indemnified Party”) shall notify the Party responsible for paying such Indemnification (“Indemnifying Party”) of any Claim which does not result in a Third-Party Claim (a “Direct Claim”), describing with reasonable detail the Direct Claim, the amount of the Loss, if known, and the method of computation thereof, with a reference to the provision of this Agreement in respect of which such right of Indemnification is claimed or arises. The Indemnifying Party shall then have a period of 30 (thirty) days from the receipt of such notice to (i) cure the breach that gave rise to the Indemnification, if capable of cure, and (ii) respond in writing to the Indemnified Party, either agreeing with the Indemnification or presenting

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any comment or objection in relation thereto. Failure to provide the Indemnified Party with a written reply within the period set forth above shall mean a formal acceptance of the subject matter of the Direct Claim and shall trigger the Indemnification obligation to be effected in favor of the Indemnified Party. If the Parties do not reach an agreement on the existing of an Indemnification Event as a result of such Direct Claim, the matter shall be decided in accordance with the procedures of Section 8.

Section 6.5    Conduct of Third-Party Claims. The Indemnified Party shall notify the Indemnifying Party of any Third-Party Claim that might entitle the Indemnified Party to Indemnification, as a result of a Loss under this Agreement. Such notification (the “Claim Notice”) shall be made on the terms of Section 9.1 within (a) 15 (fifteen) Business Days of the date a Claim brought by a Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (the “Third-Party Claim”) comes to the attention of the Indemnified Party or (b) the period that is up to one-third of the legal timeframe to file defenses or counterclaims against the Third-Party Claim in question (the “Defense”), whichever happens first. The Claim Notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Loss that has been or may be sustained by the Indemnified Party. Such estimated amount shall in no way limit the Indemnified Party’s right to recover any amount of Losses over such estimate.

(a)    The Indemnifying Party may conduct the Defense in any Third-Party Claim, at the Indemnifying Party’s sole cost and expense and by a counsel chosen by the Indemnifying Party. In order to assume the Defense, the Indemnifying Party shall notify the Indemnified Party within 3 (three) Business Days from the date in which the Claim Notice was received informing that it will assume the Defense.

(b)    In case the Indemnifying Party opts not to conduct the Defense, or fails to notify the Indemnified Party within the term set forth in Section 6.5 above, the Indemnified Party shall conduct the Defense, provided that (i) the fees of the attorneys hired to conduct the Defense shall be reasonable and compatible with market practice, (ii) no settlement may be made without the prior written consent of the Indemnifying Party, and (iii) the Indemnified Party will lose its right for Indemnification if it, directly or by its lawyers, lose any deadline for the presentation of any instrument of Defense.

(c)    The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to any Third-Party Claim. The Indemnified Party and the Indemnifying Party also agree to ensure that their representatives shall render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate Defense of any such Third-Party Claim, including the granting of powers of attorneys, the retention, and the provision to the Indemnifying Party, of records and information relevant to such Third-Party Claim, and making its employees available to provide information and explanation of any materials provided hereunder.

(d)    The Indemnifying Party shall be free to settle any Third-Party Claim that requires only the payment of monetary damages without the consent of the Indemnified Party. If any settlement involves damages other than monetary damages or requires an admission of guilt or wrongdoing by the Indemnified Party, then the Indemnifying Party shall not settle such Third-Party Claim without the consent of the Indemnified Party, such consent not to be unreasonably withheld.

(e)    Attorney fees (sucumbências) eventually granted by the court will revert to the benefit of the Party who conducted the Third-Party Claim.

Section 6.6    Payment or Reimbursement. In the event a Claim under this Section shall have been finally determined, the amount equivalent to the Losses set forth in such final decision shall be paid to the Indemnifying Party by the Indemnified Party within 10 (ten) Business Days after (i) such final determination, or (ii) receipt of the notice delivered by the Indemnified Party to the Indemnifying Party of such final determination. The responsibility of payment of any amount of Losses shall be deemed to be finally determined for purposes of this Section when the parties to such action have so determined by mutual agreement or, if disputed, when final decision from the arbitration tribunal in respect thereof has been rendered pursuant to Section 8 with respect to Direct Claims, or a final non-appealable order shall have been entered (decisão transitada em julgado) with respect to Third-Party Claims.

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i.Any payment of Indemnification under this Agreement shall be paid net of any and all Taxes or any other charges imposed by any relevant Governmental Entity. If the Party responsible for the payment of the Indemnification has to withhold any amounts from the Indemnification payments it shall gross up such payment so that the Indemnified Party receives an amount equal to the amount it would have received if no such Tax or charge were/had been due.

Section 6.7    Double Claims. The Indemnified Party shall not be entitled to recover from the Indemnifying Party under this Agreement more than once in respect of the same Loss.

Section 6.8    Subsequent Recovery. If the Indemnifying Party pays an amount as Indemnification in discharge of any Claim under this Agreement and the Indemnified Party subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party a sum which the Indemnifying Party has paid to the Indemnified Party and which would not otherwise have been received by the Indemnified Party, the Indemnifying Party shall be immediately reimbursed by the Indemnified Party of an amount equal to the amount previously paid by the Indemnifying Party to the Indemnified Party and recovered from the third party, less any reasonable cost and expenses incurred in obtaining such recovery and less any taxation attributable to the recovery.

Section 6.9    Limitations on the obligations to indemnify. The limitations set forth in items “a”, “b” and “c” of this Section, as well as the ones set forth in Section 6.10 shall apply to the indemnification obligations of the Indemnifying Party, provided, however, that any indemnification obligation of the Seller arising from a breach or misrepresentation of the representations and warranties of the Seller provided for in Section 4.1(a) (Organization); Section 4.1(b) (Power and Authority); Section 4.1(d) (Ownership of Light Renova Shares); and Section 4.1(i) (Anti-Corruption Practices), as well as the representations and warranties of the Seller with respect to Renova provided for in Section 4.2(b) (Capitalization) and any representation of the Buyer provided in Section 4.3(a)(Organization); Section 4.3(b) (Power and Authority); Section 4.3(h) (Capitalization) (each, a “Fundamental Warranty” and collectively the “Fundamental Warranties”) shall not be subject to any of the limitations and thresholds provided below, including the Floor, Basket Values and Cap.

(a)    Floor. No indemnification is due from a Party to the other for any Claim if the amount of the Loss in connection thereto is lower than the amount in Brazilian Reais equivalent to US$50,000.00 (fifty thousand U.S. dollars), as converted from US$ to BRL according to the PTAX Rate of the Closing Date (“Floor”).  

(b)    Basket. Without prejudice to Section 6.9(a), the Indemnified Party may notify, but may not further pursue any indemnification regarding Losses in connection with this Agreement unless the aggregate amount of all such Losses exceeds an amount equal to the amount in Brazilian Reais equivalent to 0.5% (one half of one percent) of the Purchase Price, as converted from US$ to BRL according to the PTAX Rate of the Closing Date (the “Basket Values”), in which case the Indemnified Party may pursue the amount of the Losses that exceeds the Basket Values and the aggregate amount due as indemnification in respect of any such Losses shall accrue against and be recoverable from the Indemnifying Party.  

(c)    Cap. The aggregate amount of Indemnification due by the Indemnifying Party for all Losses shall not exceed an amount equal to the amount in Brazilian Reais equivalent to 15% (fifteen percent) of the Purchase Price, as converted from US$ to BRL according to the PTAX Rate of the Closing Date (“Cap”).

Section 6.10    Survival of Representations, Warranties, Agreements Etc. Except with respect to breaches by fraud or willful misstatement which such breaches will survive indefinitely, (i) the Fundamental Warranties shall survive the Closing Date until after the last day of expiration of the applicable statute of limitations (including any extensions or waivers); (ii) the representations and warranties of Section 4.2(g) (Tax Matters) and Section 4.2(i) (Environmental Matters) shall survive the Closing Date for five (5) years as of the Closing Date; and (iii) all other representations and warranties provided for in Sections 4.1, 4.2 and 4.3 not specifically mentioned in this Section shall survive the Closing Date for two (2) years as of the Closing Date. All covenants hereunder required to be performed after the Closing Date shall survive indefinitely, if applicable.

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ARTICLE VII
TERMINATION

Section 7.1    Termination by Mutual Consent. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date by mutual written agreement of the Seller and Buyer.

Section 7.2    Termination by Either the Seller or Buyer. Without prejudice to any specific provision of this Agreement allowing a termination, this Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date by action of Seller, on the one hand, or Buyer, on the other hand, if:

(a)    Termination Date. Closing does not occur on or prior to November 30, 2015 (the “Termination Date”). Notwithstanding the foregoing, (i) Buyer shall not have the right to terminate this Agreement pursuant to this Section 7.2(a) if Seller has the right to terminate this Agreement pursuant to Section 7.3. Seller shall not have the right to terminate this Agreement pursuant to this Section 7.2(a) if Buyer has the right to terminate this Agreement pursuant to Section 7.4;

(b)    Final Order. Any Order permanently enjoining or otherwise prohibiting consummation of the Transaction shall become final and non-appealable.

(c)    Termination of the TerraForm/Renova Agreements. The TerraForm/Renova Agreements are terminated, regardless of the cause, and the acquisition of the Operating Project Companies by TerraForm under the TerraForm/Renova Agreements is not consummated.

Section 7.3    Termination by Seller. This Agreement may be terminated and the Transaction may be abandoned by the Seller at any time prior to the Closing Date if there has been a breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions set forth in items (i) and (ii) of Section 2.8(b) would not be satisfied, and such breach or condition is not curable or, if curable, is not cured prior to the Termination Date; provided, however, that Seller is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 2.9(e) not to be capable of being satisfied. In any event, in case the Seller has the right to terminate this Agreement pursuant to this Section, Buyer shall not have any right to indemnification in connection with such termination or with any “indirect damages” or “loss profits” in connection thereto.

Section 7.4    Termination by Buyer. This Agreement may be terminated and the Transaction may be abandoned by Buyer at any time prior to the Closing Date if there has been a breach of any representation, warranty, covenant or agreement made by the Seller in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that the conditions set forth in items (i) and (ii) of Section 2.9(e) would not be satisfied, and such breach or condition is not curable or, if curable, is not cured prior to the Termination Date; provided, however, that Buyer is not then in material breach of this Agreement so as to cause any of the conditions set forth in Section 2.8(b) not to be capable of being satisfied. In any event, in case the Buyer has the right to terminate this Agreement pursuant to this Section, Seller shall not have any right to indemnification in connection with such termination or with any “indirect damages” or “loss profits” in connection thereto.


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ARTICLE VIII
DISPUTE RESOLUTION; ARBITRATION

Section 8.1    Amicable Settlement. In the event of any controversy, claim or dispute between the Parties arising out of or related to this Agreement (“Dispute”), within three (3) days following the date of delivery of a written request by either Party, (i) each Party shall appoint as its representative a senior officer, and (ii) such senior officers shall meet, negotiate and attempt in good faith to resolve the Dispute quickly, informally and inexpensively.

Section 8.2    Arbitration. Any Dispute that is not resolved pursuant to Section 8.1 shall be submitted for arbitration before the Court of Arbitration of the International Chamber of Commerce (“ICC”). The Arbitration shall be held according to procedural rules of the ICC in force upon arbitration proceeding.

Section 8.3    Conduct of Proceedings. The arbitral tribunal shall be composed of three (3) arbitrators (“Arbitral Tribunal”). Each Party shall appoint one arbitrator. If more than one claiming Party is involved, all the claiming Parties shall appoint only one arbitrator, as mutually agreed upon among them; if more than one claimed Party is involved, all claimed Parties shall appoint only one arbitrator, as mutually agreed upon among them. The third arbitrator who will preside the Arbitral Tribunal shall be appointed as mutually agreed upon between the arbitrators appointed by the Parties involved.

(f)    The procedures provided for in this Section 8 will also apply to the events of replacement of arbitrator.

(g)    The arbitration will be held in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, and the Arbitral Tribunal may reasonably designate any specific actions to be taken in other localities.

(h)    The arbitration shall be confidential.

(i)    The arbitration award shall be final and definitive, and therefore, its ratification by the judicial authority is not needed, and the arbitration awards shall not be subject to appeal, except for the applications for correction and clarification to the Arbitral Tribunal as provided for in article 30 of Brazilian Law No. 9,307/96 and any action for annulment under article 32 of Brazilian Law No. 9,307/96.

(j)    Any of the Parties involved in the arbitration may seek precautionary or injunctive relief prior to the composition of Arbitral Tribunal, in which case the central courts sitting in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, shall have exclusive jurisdiction. No precautionary or injunctive relief sought shall affect the existence, validity and effectiveness of the arbitration agreement provided for hereunder, nor shall be deemed as waiver of requirement to submit the dispute hereunder to arbitration. After the composition of the Arbitral Tribunal, any precautionary or injunctive relief sought shall be filed to the Arbitral Tribunal. The precautionary reliefs granted by the competent judicial authority may be reviewed by the Arbitral Tribunal following its composition.

(k)    In any arbitration (or litigation, whenever applicable pursuant to the provisions of this Section 8) to enforce the provisions of this Agreement, and any permitted appeals thereof, the prevailing Party in such action shall be entitled to the recovery of its reasonable legal fees and expenses (including reasonable attorneys’ fees and legal costs), fees of the arbitrator(s), costs and expenses such as expert witness fees, as fixed by the arbitrator(s) or court without necessity of noticed motion.

(l)    All arbitration proceedings shall be conducted in the English language.

(m)    The provisions set forth in this Section 8 shall survive the termination or expiration of this Agreement.


ARTICLE IX

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MISCELLANEOUS

Section 9.1    Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) on the day of delivery if delivered in person, (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized express courier service, or (c) on the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid and, in any event, a copy of the notice shall be sent via electronic mail (e-mail) to the recipients below on the same day of issuance of the notice or communication through “a”, “b” or “c” above. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated by notice given in accordance with this Section 9.1 by the Party to receive such notice:

(b)    If to the Seller, to:

LIGHT ENERGIA S.A.
Av. Marechal Floriano, 168
2º andar, Bloco 1, corredor B
20080-002 - Rio de Janeiro - RJ
Brazil
Attention: João Batista Zolini Carneiro/Fernanda Carvalho de Abreu e Crespo
(e-mail: joao.zolini@light.com.br/fernanda.crespo@light.com.br)

with a copy (which shall not constitute notice) to:

gr_juridico_financeiro_societario@light.com.br

Vieira, Rezende, Barbosa e Guerreiro Advogados
Av. Presidente Wilson, 231, 18º andar
20030-021 - Rio de Janeiro - RJ
Brazil
Attention: Marcelo S. Barbosa
(email: mbarbosa@vrbg.com.br) and

Simpson Thacher & Bartlett LLP
Av. Presidente Juscelino Kubitschek, 1455
12th Floor, Suite 121
São Paulo, SP 04543-011
Brazil
Attention: S. Todd Crider / Grenfel S. Calheiros
(Email: tcrider@stblaw.com / gcalheiros@stblaw.com)

(c)    If to Buyer, to:

SUNEDISON, INC.
13736 Riverport Dr.
Maryland Heights, Missouri
United States of America
Attention: Rik Gadhia
(e-mail: rgadhia@sunedison.com)

with a copy (which shall not constitute notice) to:


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Execution Version – July 15th, 2015


Veirano e Advogados Associados
Av. Presidente Wilson, 231-23rd Floor
20030-021 Rio de Janeiro - RJ
Brazil
Attention: Robson G. Barreto/Carlos Alexandre Lobo
(e-mail: robson.barreto@veirano.com.br/carlos.lobo@veirano.com.br) and

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
Bank of America Tower
New York, NY 10036-6745
Attention: Zachary Wittenberg
(e-mail: zwittenberg@akingump.com)

Section 9.2    Publicity. Notwithstanding anything to the contrary contained herein, from and after the date hereof, no press release or similar public announcement or communication shall be made or caused to be made relating to this Agreement or the Transaction unless specifically approved in advance by each Party hereto, except in the case that such public announcement or communication is required to comply with the requirements of any applicable Law and the rules and regulations of any stock exchange upon which the securities of one of the parties or Renova is listed, including, without limitation, ICVM 358 (“Required Public Disclosure”). To the extent practicable, the Parties shall inform each other prior to making any Required Public Disclosure.

Section 9.3    Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Party. Notwithstanding the previous sentence or this Agreement, Buyer’s rights, interests or obligations hereunder (including, without limitation, the right to receive any of the Light Renova Shares pursuant to this Agreement, but excluding the obligation to deliver Buyer’s Shares), may be assigned or transferred, in whole or in part, by Buyer to one or more of its Affiliates; provided that (i) Seller and the Custodian Agent are duly notified five (5) days in advance of such assignment to an Affiliate; (ii) that no such assignment shall release Buyer from its obligations hereunder to be performed by Buyer on or prior to the Closing Date; and (iii) such Affiliate executed a joinder to this Agreement which includes the representations and warranties set forth in Section 4.3 hereof. Likewise, notwithstanding the initial sentence of this section or this Agreement, Seller’s rights, interests or obligations hereunder may be assigned or transferred, in whole or in part, by Seller to one or more of its Affiliates; provided that (i) Buyer is duly notified five (5) days in advance of such assignment to an Affiliate; (ii) that no such assignment shall release Seller from its obligations hereunder to be performed by Seller on or prior to the Closing Date; and (iii) such Affiliate executed a joinder to this Agreement which includes the representations and warranties set forth in Sections 4.1 and 4.2 hereof. Notwithstanding the preceding sentences of this Section 9.3, upon five (5) business days’ notice to Buyer, Seller may assign or transfer to one or more Persons, without the consent of the Buyer, its right, in whole or in part, to receive on the Closing Date the Exchange Ratio Consideration, provided that no such assignment shall release Seller from its obligations hereunder and provided further that any such assignee shall provide the representations in Section 4.1(k) to the Buyer in connection therewith, provided however that no such assignment shall be made to a Person that is a competitor of Buyer or a Person not reasonably acceptable to Buyer, in which case such assignment shall then require the prior consent of Buyer. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the Parties hereto any rights or remedies under this Agreement.

Section 9.4    Prior Negotiations; Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the Parties with respect to the subject matter of this Agreement.


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Section 9.5    Governing Law. This Agreement shall be interpreted in accordance with, and all questions, discrepancies, disputes or claims concerning the validity, implementation, performance, termination or breach of this Agreement, shall be governed by, the laws of Brazil. The Parties elect the legal venue of Rio de Janeiro, capital city of the State of Rio de Janeiro, for obtaining enforcement of an arbitral award or declaration of its nullity, in accordance with the terms of Brazilian Law No. 9,307/96, upon application by any Party.

Section 9.6    Language. The official version of this Agreement is in the English language, and shall govern over any non-English translation of this Agreement, including, but not limited for purposes of any discussion, construction or arbitration procedure initiated hereunder. Prior to the Closing Date, the Parties shall have agreed on a Portuguese translation that shall be deemed by the Parties to be the official Portuguese version of the Agreement for any future court litigation in Brazil.

Section 9.7    Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including via facsimile or other electronic transmission), it being understood that each Party need not sign the same counterpart.

Section 9.8    Expenses; Taxes. Each Party shall bear its own expenses incurred or to be incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the Transaction or its Termination. Each Party shall be responsible for, bear and pay its own federal, state, local, foreign and other transfer, sale, use, income, gain or similar taxes, if any, applicable to, imposed upon or arising out of the Transaction.

Section 9.9    Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver of the part of any Party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at Law or in equity.

Section 9.10    Confidentiality. Each Party, for itself, and its respective Affiliates’ officers, employees, counsels, accountants and other authorized representatives who are involved in evaluating and negotiating the Transaction, undertakes to keep this Agreement, its provisions and Exhibits and all information and materials, whether written, oral, electronic or otherwise, obtained or received from the other Parties during the negotiation, preparation and performance of this Agreement, strictly confidential (“Confidential Information”). For the avoidance of doubt, Confidential Information shall not include ordinary course business information of a nature that is not customarily kept confidential. The Parties and their respective Affiliates further undertake not to use or disclose any Confidential Information except for the purposes hereof.

Section 9.11    Exceptions to Confidentiality Obligation. Disclosure of information shall not be considered as violation hereof in case:

(a)    A prior written consent to the disclosure is obtained from the Person which owns the Confidential Information;

(b)    The relevant information is or becomes generally available to the public other than as a result of a breach hereof;

(c)    The information is or becomes known or available to the disclosing Person or any of its related parties on a non-confidential basis from a source (other than the Person owning the information or any of

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Execution Version – July 15th, 2015


its related parties) that, to the receiving Person’s best knowledge, after due inquiry, it is not prohibited from disclosing such information as a consequence of an obligation owed to the Person owning the information or any of its related parties;

(d)    The information is developed by the disclosing Person independently and without reference to any confidential information of the Person owning the information;

(e)    The information was already lawfully known to the receiving Person or its related parties as of the date of its disclosure by the other Person; or

(f)    The information is required to be disclosed under any applicable Law or Governmental Entity order, provided that, whenever reasonably practicable and lawful, the relevant Party shall consult with the other Party before disclosure.
    
Section 9.12    Certain Remedies; Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or of any other agreement between them with respect to the Transaction were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to any other applicable remedies at Law or equity, the parties shall be entitled to an injunction or injunctions, without proof of damages, to prevent breaches of this Agreement or of any other agreement between them with respect to the Transaction and to enforce specifically the terms and provisions of this Agreement.

Rio de Janeiro, July 15th, 2015.

[Remainder of page left intentionally blank. Signature Pages Follow]


31

Exhibit 10.7

Execution Version – July 15th, 2015

(Signature page 1/3 of the Securities Purchase Agreement entered into by and between Light Energia S.A and SunEdison, Inc. on July 15th, 2015)

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

SELLER:
LIGHT ENERGIA S.A.
 
 
 
By:
/s/ J. Batista Zellni Carneltro
 
 
Name: J. Batista Zellni Carneltro
 
 
Title: Director de Desenvelmento
 
 
 
 
 
 
 
By:
/s/ Claudio Bernardo Guimaraes
 
 
 Claudio Bernardo Guimaraes
 
 
Title: Director de Financas







(Signature page 2/3 of the Securities Purchase Agreement entered into by and between Light Energia S.A and SunEdison, Inc. on July 15th, 2015)

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

BUYER:
SUNEDISON, INC.
 
 
 
 
 
 
 
 
By:
/s/ Rishikesh Gadia
 
 
 
Name: Rishikesh Gadia
 
 
 
Title: Assistant General Counsel
 
 










(Signature page 3/3 of the Securities Purchase Agreement entered into by and between Light Energia S.A and SunEdison, Inc. on July 15th, 2015)

Witnesses:


1. /s/ Fernanda Carinio


2. /s/ Edwardo Campillo G. da Tilerivia



Exhibit


Exhibit 31.1
Certification
I, Ahmad Chatila, certify that:
1
I have reviewed this quarterly report on Form 10-Q of SunEdison, Inc.;

2
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2015

/s/ Ahmad Chatila
Ahmad Chatila
President and Chief Executive Officer


Exhibit


Exhibit 31.2
Certification
I, Brian Wuebbels, certify that:
1
I have reviewed this quarterly report on Form 10-Q of SunEdison, Inc.;

2
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2015     
/s/ Brian Wuebbels
Brian Wuebbels

Executive Vice President, Chief Administration Officer and Chief Financial Officer


Exhibit


Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of SunEdison, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Ahmad Chatila, President, Chief Executive Officer and Director of the Company, and Brian Wuebbels, Executive Vice President, Chief Administration Officer and Chief Financial Officer of the Company, certify, to the best of our knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 
1
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
2
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2015

By:
/s/ Ahmad Chatila
Name:
Ahmad Chatila
Title:
President and Chief Executive Officer SunEdison, Inc.

Date: November 9, 2015

By:
/s/ Brian Wuebbels
Name:
Brian Wuebbels
Title:
Executive Vice President, Chief Administration Officer and Chief Financial Officer SunEdison, Inc.