SunEdison and TerraForm Power sign agreement to acquire Vivint Solar for $2.2 Billion

SunEdison and Vivint Solar have signed a definitive merger agreement pursuant to which SunEdison will acquire Vivint Solar for approximately US$2.2 billion.

The payment will be composed of a combination of cash, shares of SunEdison common stock and SunEdison convertible notes. Vivint Solar stockholders will receive US$16.50 per share, consisting of US$9.89 per share in cash, $3.31 per share in SunEdison stock, and US$3.30 per share in SunEdison convertible notes.

SunEdison has entered into a definitive purchase agreement with a subsidiary of TerraForm Power which, concurrently with the completion of SunEdison's acquisition of Vivint Solar, will acquire Vivint Solar's rooftop solar portfolio, consisting of 523 MW expected to be installed by year-end 2015, for US$922 million in cash.

The 523 MW of residential solar projects are expected to provide a 10 year average unlevered CAFD of US$81 million, and provide a ten-year average levered cash-on-cash yield of 9.5 percent.

In addition, TerraForm Power will acquire future completed residential and small commercial projects from SunEdison's expanded residential and small commercial (RSC) business unit. The addition of residential and small commercial projects and cash available for distribution (CAFD) to TerraForm Poweris expected to provide greater visibility and predictability to CAFD growth and dividend per share accretion at TerraForm Power.

The Vivint Solar management team will join SunEdison. SunEdison's existing RSC development business and the Vivint Solar team will be merged. The transaction expands SunEdison's strong RSC platform and is intended to accelerate SunEdison's existing business in the United States, United Kingdom and Australia.

To support the merger transaction, SunEdison has entered into a commitment letter with Goldman Sachs Bank USA for a US$500 million secured term loan facility to be provided to a wholly-owned, indirect subsidiary of SunEdison which will hold certain development assets of the expanded SunEdison RSC platform after the merger with Vivint Solar. TerraForm Power has entered into a debt commitment letter with Goldman Sachs Bank USA for a US$960 million unsecured bridge facility.

Concurrent with the deal's announcement, SunEdison initiated 2016 annual guidance of 4,200 MW to 4,500 MW, a 50 percent increase from its prior outlook of 2,800 MW to 3,000 MW.

Throughout this month we have reported on several news about SunEdison:

• SunEdison and Advanced Microgrid Solutions partner for 50 MW energy storage project
• SunEdison inaugurates solar plant in Madhya Pradesh
• SunEdison and Gamesa partner to develop 1 GW of wind projects
• SunEdison closes financing of a 185-Megawatt wind energy project in Maine