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SUNEDISON, INC. filed this Form 424B3 on 09/10/2013
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-191053


This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.



Subject to Completion

Preliminary Prospectus Supplement dated September 10, 2013

(to Prospectus dated September 9, 2013)




SunEdison, Inc.

Common Stock

We are offering 30,000,000 shares of our common stock, $.01 par value per share.

Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “SUNE.” The last reported sale price of our common stock on the NYSE on September 9, 2013 was $7.82 per share.

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page S-10 of this prospectus supplement. You should also consider the risk factors described in the documents incorporated by reference into the accompanying prospectus.


     Per Share      Total  

Public offering price

   $         $     

Underwriting discounts (1)

   $         $     

Proceeds, before expenses, to us

   $                        $                    


(1) We refer you to “Underwriting” beginning on page S-25 of this prospectus supplement for additional information regarding underwriting compensation.

The underwriters may also exercise their option to purchase up to 4,500,000 additional shares from us at the initial public offering price, less the underwriting discount, for a period of 30 days after the date of this prospectus supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about                     , 2013.



Joint Book-Running Managers


Deutsche Bank Securities   Goldman, Sachs & Co.



The date of this prospectus supplement is                     , 2013.