DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following description of the debt securities and terms of the indentures, as defined below, is a summary. It summarizes only those
aspects of the debt securities and those portions of the indentures, which we believe will be most important to your decision to invest in our debt securities. You should keep in mind, however, that it is the indentures, and not this summary, which
define your rights as a debtholder. There may be other provisions in the indentures which are also important to you. You should read the indentures for a full description of the terms of the debt. We will file the forms of indentures with the SEC as
exhibits to our registration statement, of which this prospectus is a part. See Where You Can Find More Information above for information on how to obtain copies of them.
We may issue senior or
subordinated debt securities, which will be direct, general obligations of SunEdison, Inc. that may be secured or unsecured.
debt securities will constitute part of our senior debt, will be issued under the senior debt indenture described below and will rank equally in payment with all of our other senior and unsubordinated debt, whether secured or unsecured.
The subordinated debt securities will constitute part of our subordinated debt, will be issued under the subordinated debt indenture described
below and will be subordinate in right of payment to all of our senior debt, as defined in the indenture with respect to subordinated debt securities. The prospectus supplement for any series of subordinated debt securities or the
information incorporated in this prospectus by reference will indicate the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter. Neither indenture limits our ability to incur additional senior debt,
additional subordinated debt or other indebtedness.
When we refer to debt securities in this prospectus, we mean both the
senior debt securities and the subordinated debt securities.
The debt securities may have the benefit of guarantees (each, a
guarantee) by some or all of our domestic subsidiaries (each, a guarantor and collectively the guarantors), on a senior or subordinated basis. Unless otherwise expressly stated or the context otherwise requires,
as used in this section, the term guaranteed debt securities means debt securities that, as described in the prospectus supplement relating thereto, are guaranteed by the guarantors pursuant to the applicable indenture.
The senior debt securities and subordinated debt securities will be governed by an indenture between us and one or more trustees selected by
us. The indentures will be substantially identical, except for certain provisions including those relating to subordination, which are included only in the indenture related to subordinated debt securities. When we refer to the indenture or the
trustee with respect to any debt securities, we mean the indenture under which those debt securities are issued and the trustee under that indenture.
We may issue additional notes under the 2019 Notes Indenture (the Additional Notes). The Additional Notes will have terms
substantially identical in all material respects to the 2019 Notes. The 2019 Notes and the Additional Notes will be treated as a single class for all purposes under the 2019 Notes Indenture.
Series of Debt Securities
We may issue
multiple debt securities or series of debt securities under either indenture. This section summarizes terms of the securities that apply generally to all debt securities and series of debt securities. The provisions of each indenture allow us not
only to issue debt securities with terms different from those of debt securities previously issued under that indenture, but also to reopen a previously issued series of debt securities