(c) Each of the Reporting Persons is engaged in the business of investing. Set forth in Schedule A
hereto are the names, business addresses, present principal occupations and citizenships of the executive officers, directors and control persons, as applicable, of each of the Reporting Persons.
(d) During the last five years, none of the Reporting Persons or any of their executive officers, directors or control persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, or any of
their executive officers, directors or control persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The state of organization for each of the Reporting Persons other than Mr. Khosla is Delaware. Mr. Khosla and the persons set forth in
Schedule A are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On April 21, 2016, the Issuer and certain of its subsidiaries (collectively, the Debtors) commenced chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code. On July 28, 2017, the Bankruptcy Court entered an order
confirming the Second Amended Joint Plan of Reorganization of SunEdison, Inc. and Its Debtor Affiliates, dated July 20, 2017 (as amended and supplemented from time to time and including all exhibits and supplements thereto, the
Plan), and on December 29, 2017 (the Effective Date), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. All previously issued and outstanding equity interests in the Issuer (which
include the Issuers prior common stock, $0.01 par value per share) were automatically cancelled and extinguished as of the Effective Date.
June 8, 2017, the Issuer entered into an Amended and Restated Equity Commitment Agreement (together with all amendments, exhibits and schedules thereto, the Equity Commitment Agreement), by and between the Issuer and the Backstop
Purchasers (as defined therein) party thereto.
In connection with the Equity Commitment Agreement, the Issuer entered into a backstop commitment
agreement (the Backstop Commitment Agreement), with the Backstop Purchasers, pursuant to which the Backstop Purchasers agreed to provide up to a $300.0 million commitment to backstop the Rights Offering (as defined further below).
In accordance with the Plan, the Equity Commitment Agreement, and certain rights offering procedures, the Issuer offered eligible creditors, including the Backstop Purchasers, shares of Common Stock of the reorganized Issuer (among other
consideration) (the Rights Offering).
In connection with the effectiveness of the Plan, Strategic Value Master Fund, Ltd., Strategic Value
Special Situations Master Fund III, L.P., Strategic Value Special Situations Master Fund IV, L.P. and Strategic Value Opportunities Fund, L.P. (collectively, the Funds) (i) received 362,500.83 shares of Common Stock in connection with
their claims against the Debtors, (ii) acquired 10,436,407.50 shares of Common Stock in connection with the Rights Offering and (iii) received 914,315.50 shares of Common Stock as consideration in the form of a premium for their commitment
pursuant to the Backstop Commitment Agreement.
The source of funds for the 10,436,407.50 shares of Common Stock which were acquired pursuant to the
Rights Offering was the working capital, or funds available for investment, of the Funds.
Item 4. Purpose of Transaction.
The Funds (i) received Common Stock in connection with their claims against the Debtors, (ii) acquired Common Stock in connection with the Rights
Offering for investment purposes and in the ordinary course of their investment trading business and to provide working capital to support the Issuers operations upon emergence from bankruptcy and (iii) received Common Stock as
consideration in the form of a premium for their commitment pursuant to the Backstop Commitment Agreement.