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8-K
SUNEDISON, INC. filed this Form 8-K on 09/18/2013
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Deutsche Bank Securities Inc.

Goldman, Sachs & Co.

As Representatives of the

    Several Underwriters

September 18, 2013

Page 2

 

  2. the Company’s base prospectus (and all documents specifically incorporated by reference therein) dated September 9, 2013 (the “Base Prospectus”), as supplemented by the Company’s preliminary prospectus supplement dated September 10, 2013 relating to the offering and sale of the Securities (the “Preliminary Prospectus”), and the information included in Schedule II to the Underwriting Agreement (collectively, the “Time of Sale Information”);

 

  3. the Company’s Base Prospectus, as supplemented by the final prospectus supplement, dated September 12, 2013, relating to the offering and sale of the Securities (together with the Base Prospectus, the “Prospectus”);

 

  4. an executed copy of the Underwriting Agreement;

 

  5. the Amended and Restated Certificate of Incorporation of the Company, as certified by the Secretary of State of the State of Delaware on September         , 2013 (the “Company Certificate of Incorporation”);

 

  6. the Amended and Restated By-laws of the Company, as currently in effect (the “Company By-laws”);

 

  7. a certified copy of (1) resolutions dated September 8, 2013 of the Board of Directors of the Company; and (2) the resolutions dated September 12, 2013 of the Pricing Committee of the Board of Directors;

 

  8. a certificate dated September         , 2013 from the Secretary of State of the State of Delaware as to the good standing of the Company together with a facsimile bringdown thereof dated September         , 2013 (the “Company Good Standing Certificate”);

 

  9. a certificate dated September         , 2013 from the Secretary of State of Missouri as to the Company’s ability to transact business in the State of Missouri together with a facsimile bringdown thereof dated September         , 2013 (the “Company Missouri Certificate”)

 

  10. copies of all certificates and other documents delivered today at the closing of the purchase and sale of the Securities under the Underwriting Agreement;