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SUNEDISON, INC. filed this Form 424B5 on 09/13/2013
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Table of Contents


The following description of the warrants and terms of the warrant agreement is a summary. It summarizes only those aspects of the warrants and those portions of the warrant agreement which we believe will be most important to your decision to invest in our warrants. You should keep in mind, however, that it is the warrant agreement and the warrant certificate relating to the warrants, and not this summary, which defines your rights as a warrantholder. There may be other provisions in the warrant agreement and the warrant certificate relating to the warrants which are also important to you. You should read these documents for a full description of the terms of the warrants.


We may issue warrants to purchase debt or equity securities. We may issue warrants independently or together with any offered securities. The warrants may be attached to or separate from those offered securities. We will issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.

The prospectus supplement relating to any warrants that we may offer will contain the specific terms of the warrants. These terms may include, but are not limited to, the following:


    the title of the warrants;


    the designation, amount and terms of the securities for which the warrants are exercisable;


    the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security;


    the price or prices at which the warrants will be issued;


    the aggregate number of warrants;


    any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;


    the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;


    the terms of any mandatory or optional redemption provisions relating to the warrants;


    the terms of any right we have to accelerate the exercise of the warrants upon the occurrence of certain events;


    if the warrants will be sold with any other securities, the date, if any, on and after which those warrants and any other securities will be transferable;


    the identity of the warrant agent;


    if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;


    if applicable, a discussion of the material United States federal income tax considerations applicable to the exercise of the warrants;


    any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;


    the date on which the right to exercise the warrants will commence, and the date on which the right will expire;


    the maximum or minimum number of warrants which may be exercised at any time; and


    information with respect to book-entry procedures, if any.