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424B3
SUNEDISON, INC. filed this Form 424B3 on 09/10/2013
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Following completion of the proposed IPO, conflicts of interest between SSI and us could be resolved in a manner unfavorable to us.

Following completion of the proposed IPO, various conflicts of interest between SSI and us could arise. One of our officers, Brian Wuebbels, is a director of SSI. Furthermore, certain of our officers and directors may own stock in SSI. A person’s service as either a director or officer of both companies, or ownership interests of our directors or officers in SSI common stock, could create or appear to create potential conflicts of interest when those directors and officers are faced with decisions that could have different implications for SunEdison and SSI. These decisions could, for example, relate to:

 

    corporate opportunities;

 

    our financing and dividend policy;

 

    compensation and benefit programs and other human resources policy decisions;

 

    termination of, changes to or determinations under our agreements with SSI entered into in connection with the proposed IPO; and

 

    determinations with respect to our tax returns.

Potential conflicts of interest could also arise in connection with any new commercial arrangements with SSI in the future. For example, the terms of various agreements between SSI and us, including the license agreement, supply agreement and transition services agreement, have not yet been finalized. Our directors and officers who have interests in both SSI and us may also face conflicts of interest with regard to the allocation of their time between SSI and us.

We may not achieve some or all of the expected benefits of the proposed IPO.

We may not be able to achieve the full strategic and financial benefits expected to result from the proposed IPO, or such benefits may be delayed. These expected benefits include the following:

 

    improving strategic and operational flexibility and increasing management focus on our Solar Energy business;

 

    allowing us to adopt the capital structure, investment policy and dividend policy best suited to the financial profile and needs of our Solar Energy business, without competing for capital with our Semiconductor Materials business; and

 

    improving the alignment of management and employee incentives with performance and growth objectives of our Solar Energy business.

If we are unable to achieve the strategic and financial benefits expected to result from the proposed IPO, our business, financial condition and results of operations could be materially adversely affected.

Under generally accepted accounting principles in the United States, subsequent to the closing of the proposed IPO, we will continue to consolidate SSI in our consolidated financial statements. Since the board of directors of SSI will owe fiduciary duties to the stockholders of SSI, their actions may not always be in our best interests. Accordingly, their actions may lead to outcomes that cause our consolidated financial statements, after consolidating SSI’s financial statements, to make it difficult to obtain needed financing or to do so on unfavorable terms.

Under generally accepted accounting principles in the United States (“U.S. GAAP”), subsequent to the closing of the proposed IPO, we will continue to consolidate the financial statements of SSI into our own. The

 

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