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SUNEDISON, INC. filed this Form 424B5 on 09/13/2013
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Report on Form 8-K (including any exhibits included with such items), unless otherwise indicated therein) after the date of this prospectus and prior to the termination of the offerings under this prospectus. The information contained in any such document will be considered part of this prospectus from the date the document is filed with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Our Commission File Number is 001-13828.

Our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, are available free of charge on our website at as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning us at the office of our Corporate Secretary, c/o SunEdison, Inc., 501 Pearl Drive (City of O’Fallon), St. Peters, Missouri 63376, (636) 474-5000.

Except for the documents incorporated by reference as noted above, we do not intend to incorporate into this prospectus any of the information included on our website.


This prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Such forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, statements regarding:


    demand and/or pricing of our products or the pricing environment in the future;


    our expectation that we will generate sufficient taxable income to realize the benefits of our net deferred tax assets;


    the appropriateness of our tax positions and the timing of our tax audits;


    the timing of our various manufacturing ramps or the cessation or continuation of production at certain facilities;


    the anticipated growth of our business in 2013 and beyond;


    the effects of economic factors on our market capitalization;


    our expectation that we will have the financial resources and liquidity needed to meet our business requirements throughout 2013 and beyond;


    future amendments or termination of our agreements with our long-term solar wafer customers and payments associated with such contracts;


    our estimates of penalties associated with termination of or purchase shortfalls under certain of our long-term supply contracts with our vendors;


    the nature and extent of tax rebate programs or feed-in-tariffs in the future;


    our expectations regarding indemnification payments related to tax credits;


    the ultimate impact our legal proceedings may have on us;