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SUNEDISON, INC. filed this Form 424B5 on 09/13/2013
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completion of the proposed IPO and the application of the net proceeds therefrom may result in an increase in the total assets and liabilities of SSI. This in turn will cause the total assets and liabilities on our balance sheet to appear larger than they would otherwise and our statement of operations to reflect larger revenues and expenses than would be the case absent consolidation. However, since the operations of SSI are also impacted by the board of directors of SSI, who will owe fiduciary duties to the stockholders of SSI, their actions could lead to outcomes that have a material negative impact on their operations or financial condition. Upon consolidation, this would impact our results of operations and financial condition, thereby potentially impacting our ability to obtain needed financing for our operations or our ability to do so on favorable terms.

We may not be able to successfully complete the refinancing of our existing revolving credit facility.

We are currently seeking to refinance our existing revolving credit facility with a new revolving credit facility. Borrowings under the new revolving credit facility are expected to be available to support letters of credit and to fund capital expenditures, permitted acquisitions and general corporate purposes. The new revolving credit facility is expected to mature on the earlier of the fifth anniversary of its effective date or 91 days prior to the maturity of our second-lien credit agreement. We are currently seeking commitments from prospective lenders for the new revolving credit facility. This offering is not conditioned upon the completion of this refinancing and, accordingly, we can provide no assurances that we will complete the refinancing or whether the final terms will be as outlined herein. In lieu of completing the refinancing, we may instead undertake to amend and extend our existing revolving credit facility. Our existing revolving credit facility matures in March of 2014, so if we are unable to complete the refinancing or otherwise amend and extend the existing facility, we would still need to refinance the existing facility in some other manner prior to its maturity. We cannot assure you that we will be able to refinance the existing revolving credit facility on commercially reasonable terms or at all.

Our actual operating results may differ significantly from our forward-looking statements and investors are cautioned not to place undue reliance on such statements.

From time to time, we present in press releases, furnished reports on Form 8-K and otherwise, forward-looking statements regarding our future performance and market conditions. These statements represent management’s estimates as of their date and are qualified by, and subject to, the assumptions and the other information contained or referred to in such presentations. We have also included forward-looking statements in this prospectus supplement regarding certain key business metrics for the years ending December 31, 2013 and 2014. Projections and other forward-looking statements are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. Projections and other forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions of the forward-looking statements furnished by us will not prove to be accurate or will vary significantly from actual results. Accordingly, our projections and other forward-looking statements are only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the projections and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data is projected. In light of the foregoing, investors are urged not to rely upon, or otherwise consider, our projections or other forward-looking statements, including those set forth in this prospectus supplement or in the investor presentation referred to above, in making an investment decision in respect of our common stock.