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S-3ASR
SUNEDISON, INC. filed this Form S-3ASR on 09/09/2013
Entire Document
 


Table of Contents

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of
securities to be registered
 

Amount

to be

registered(1)(2)

 

Proposed

maximum

offering price
per unit(1)(2)

 

Proposed

maximum

aggregate

offering price(1)(2)

 

Amount of

registration fee(3)

Debt Securities(4)

        $0

Guarantee of Debt Securities(5)

        $0

Common Stock, par value $.01 per share(6)

        $0

Preferred Stock, par value $.01 per share(7)

        $0

Depositary Shares(8)

        $0

Warrants(9)

        $0

Purchase Contracts(10)

        $0

Units(11)

        $0

Subscription Rights(12)

        $0

Total

        $0

 

 

(1) Not specified pursuant to General Instruction II.E of Form S-3. There is being registered hereby such indeterminate number or amount, as the case may be, of the securities of each identified class as may from time to time be issued at indeterminate prices. Securities registered hereby may be offered for U.S. dollars or the equivalent thereof in foreign currencies. Securities registered hereby may be sold separately, together or in units with other securities registered hereby.
(2) The securities being registered hereby may be convertible into or exchangeable or exercisable for other securities of any identified class. In addition to the securities that may be issued directly under this registration statement, there is being registered hereunder such indeterminate aggregate number or amount, as the case may be, of the securities of each identified class as may from time to time be issued upon the conversion, exchange, settlement or exercise of other securities offered hereby. Separate consideration may or may not be received for securities that are issued upon the conversion or exercise of, or in exchange for, other securities offered hereby.
(3) Pursuant to Rules 456(b) and 457(r), the Registrant is deferring the payment of the Registration Fee.
(4) Includes an indeterminate principal amount of debt securities as may be sold from time to time by SunEdison, Inc., including sales upon the exercise of warrants or delivery upon settlement of purchase contracts or units. Also includes such indeterminate principal amount of debt securities as may be issued upon conversion of or exchange for any securities being registered hereunder that provide for conversion or exchange into debt securities. The debt securities may be issued without guarantees, or may be guaranteed by some or all of the subsidiaries of SunEdison, Inc. listed herein (the “Guarantors”).
(5) Includes guarantees by some or all of the Guarantors of some or all of the debt securities that may be sold by SunEdison, Inc. from time to time. No separate registration fee is payable with respect to such guarantees pursuant to Rule 457(n) under the Securities Act.
(6) Includes an indeterminate number of shares of common stock as may be sold from time to time by SunEdison, Inc. at indeterminate prices, including sales upon the exercise of warrants or delivery upon settlement of purchase contracts or units. Also includes such indeterminate number of shares of common stock of SunEdison, Inc. as may be issued upon conversion of or exchange for any securities being registered hereunder that provide for conversion or exchange into common stock.
(7) Includes an indeterminate number of shares of preferred stock as may be sold from time to time by SunEdison, Inc. at indeterminate prices, including sales upon the exercise of warrants or delivery upon settlement of purchase contracts or units. Also includes such indeterminate number of shares of preferred stock of SunEdison, Inc. as may be issued upon conversion of or exchange for any securities being registered hereunder that provide for conversion or exchange into preferred stock.
(8) Includes an indeterminate number of depositary shares evidenced by depositary receipts as may be issued in the event that SunEdison, Inc. elects to offer fractional interests in its debt securities or shares of common stock, preferred stock registered hereby. Includes an indeterminate number of depositary shares as may be issued upon the exercise of warrants or delivery upon settlement of purchase contracts or units. No separate consideration will be received for the depositary shares.
(9) Includes an indeterminate amount and number of warrants as may be sold from time to time, representing rights to purchase debt securities, common stock or preferred stock issued by SunEdison, Inc. Warrants may be sold separately or with debt securities, common stock or preferred stock or other securities registered hereunder.
(10) Includes an indeterminate amount and number of purchase contracts as may be sold by SunEdison, Inc. from time to time, representing rights to purchase their debt securities or other securities registered hereunder. Also includes an indeterminate amount and number of purchase contracts as may be sold by SunEdison, Inc. from time to time, representing rights to purchase its common stock or preferred stock or other securities registered hereunder.
(11) Includes an indeterminate amount and number of units as may be sold from time to time by SunEdison, Inc., representing ownership of securities registered hereunder.
(12) The subscription rights to purchase shares of common stock, preferred stock, depository shares or debt securities will be offered without consideration.