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SUNEDISON, INC. filed this Form 424B3 on 09/10/2013
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Any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and in the other documents incorporated by reference in the accompanying prospectus, 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. In particular, you should read and consider the risk factors associated with demand for our products and services, our supply chain and supply channels, our operations, our indebtedness and the capital and financial markets included in Item 1.A. under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012. If any of the following risks actually occurs, our business, financial condition and results of operations would suffer. In that event, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements.”

Risks Related to this Offering and Ownership of Our Common Stock

There are risks associated with our previously-announced proposed IPO of our Semiconductor Materials business.

On August 22, 3013, we announced that our board of directors had unanimously approved a plan to divest a minority ownership of SSI, a newly formed, wholly-owned subsidiary of SunEdison, Inc. created to own our Semiconductor Materials business through the proposed IPO. On September 9, 2013, SSI filed a registration statement on Form S-1 with the SEC to register shares of common stock to be sold by SSI. The completion of the proposed IPO is subject to numerous conditions, including market conditions, and may not occur on favorable terms or at all. We have not yet determined the number of shares of SSI common stock that will be sold in the proposed IPO or the valuation of such shares. Therefore, the amount of cash payments we expect to receive from SSI in connection with the proposed IPO and related transactions is uncertain.

In connection with the proposed IPO:


    our stock price could fluctuate significantly in response to developments relating to the proposed IPO or other action or market speculation regarding the proposed IPO;


    we may encounter difficulties in hiring, retaining and motivating key personnel during this process or as a result of uncertainties generated by this process or any developments or actions relating to it;


    we will incur substantial increases in general and administrative expense associated with the need to retain and compensate third-party consultants and advisors (including legal counsel); and


    although we have not made any determination regarding whether we will dispose of our remaining interests in SSI following the proposed IPO, to the extent that further dispositions result in our owning less than a controlling financial interest in SSI, our financial results may no longer be consolidated with SSI’s financial results and we may be required to report SSI’s operating results as discontinued operations, which may materially and adversely affect our consolidated results of operations.

We may not complete the proposed IPO, in which event we will have incurred significant expenses that we will be unable to recover, and for which we will not receive any benefit. If the proposed IPO is completed, SSI would be a new publicly-traded company. We cannot make any assurances that the proposed IPO, if completed, will produce any increase for our shareholders in the market value of their holdings in SunEdison.