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424B3
SUNEDISON, INC. filed this Form 424B3 on 09/10/2013
Entire Document
 


Table of Contents

The Offering

The following summary contains basic information about this offering. This summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more complete description of the shares of common stock, see “Description of Our Capital Stock” beginning on page 21 the accompanying prospectus.

 

Issuer

SunEdison, Inc., a Delaware corporation.

 

Common stock offered

30,000,000 shares. We have also granted the underwriters a 30-day option to purchase up to 4,500,000 additional shares.

 

Common stock to be outstanding immediately following this offering

261,959,911 shares (or 266,459,911 shares if the underwriters exercise their option to purchase additional shares in full).

 

Use of proceeds

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions, will be approximately $225.0 million (or approximately $258.7 million if the underwriters exercise their option to purchase additional shares in full), based on the assumed public offering price of $7.82 per share (the closing price of our common stock on September 9, 2013). We expect to use the net proceeds from the sale of the shares for general corporate purposes. See “Use of Proceeds.”

 

Trading symbol for our common stock

Our common stock is listed on the NYSE under the symbol “SUNE.”

 

United States federal income tax considerations

For a discussion of certain United States federal income tax consequences of holding and disposing of shares of our common stock, see “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders.”

 

Risk factors

You should carefully consider the information set forth under the caption “Risk Factors” in this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2012, and all of the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding whether to purchase our common stock.

Except as otherwise indicated, all information in this prospectus supplement:

 

    presents our outstanding common stock as of June 30, 2013;

 

    assumes that the underwriters will not exercise their option to purchase up to 4,500,000 additional shares from us;

 

 

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