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SUNEDISON, INC. filed this Form 424B5 on 09/13/2013
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This section describes the general terms of the subscription rights to purchase common stock or other securities that we may offer to stockholders using this prospectus. The following description is only a summary and does not purport to be complete. You must look at the applicable forms of subscription agent agreement and subscription certificate for a full understanding of all terms of any series of subscription rights. The forms of the subscription agent agreement and the subscription certificate will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

Subscription rights may be issued independently or together with any other security and may or may not be transferable. As part of the rights offering, we may enter into a standby underwriting or other arrangement under which the underwriters or any other person would purchase any securities that are not purchased in such rights offering. If we issue subscription rights, they may be governed by a separate subscription agent agreement that we will sign with a bank or trust company, as rights agent, that will be named in the applicable prospectus supplement. The rights agent will act solely as our agent and will not assume any obligation to any holders of rights certificates or beneficial owners of rights.

In general, a right entitles the holder to purchase for cash a specific number of shares of common stock or other securities at a specified exercise price. The rights are normally issued to stockholders as of a specific record date, may be exercised only for a limited period of time and become void following the expiration of such period. If we determine to issue subscription rights, we will accompany this prospectus with a prospectus supplement that will describe, among other things:


    the record date for stockholders entitled to receive the rights;


    the number of shares of common stock or other securities that may be purchased upon exercise of each right;


    the exercise price of the rights;


    whether the rights are transferable;


    the period during which the rights may be exercised and when they will expire;


    the steps required to exercise the rights;


    the price, if any, for the subscription rights;


    the number of subscription rights issued;


    the terms of the shares of common stock or shares of preferred stock or depositary shares;


    the extent to which the subscription rights are transferable;


    if applicable, the material terms of any standby underwriting or other arrangement entered into by us in connection with the offering of subscription rights;


    the other terms of the subscription rights, including the terms, procedures and limitations relating to the exercise of the subscription rights;


    whether the rights include “oversubscription rights” so that the holder may purchase more securities if other holders do not purchase their full allotments;


    whether we intend to sell the shares of common stock or other securities that are not purchased in the rights offering to an underwriter or other purchaser under a contractual “standby” commitment or other arrangement; and


    any applicable United States federal income tax considerations.