SunEdison announces pricing of Initial Public Offering of TerraForm Power, Inc.

TerraForm Power, a subsidiary of SunEdison, has priced an underwritten initial public offering of 20,065,000 shares of its Class A common stock at a price to the public of US$25.00 per share.

The shares began trading on the NASDAQ Global Select Market on July 18, 2014 under the ticker symbol "TERP." In connection with this offering, TerraForm Power has granted the underwriters a 30-day option to purchase up to an additional 3,009,750 shares of Class A common stock at the initial public offering price. TerraForm Power will also receive gross proceeds of US$65.0 million from the sale of shares of Class A common stock in connection with two concurrent private placement transactions at a price per share equal to the initial public offering price.

Goldman Sachs & Co., Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Macquarie Capital (USA) Inc. are serving as joint bookrunners in the offering.

Additionally, Santander Investment Securities Inc. is serving as lead manager in the offering and FBR Capital Markets & Co. is serving as a co-manager in the offering.

TerraForm Power intends to use US$371.2 million of the net proceeds of this offering and the gross proceeds of US$65.0 million from the private placement transactions to acquire newly-issued Class A units of TerraForm Power, LLC (Terra LLC).

Terra LLC will use such proceeds, together with the proceeds from a new term loan facility, to repay all outstanding indebtedness (including accrued interest) under its bridge facility, to pay fees and expenses related to to the new term loan and new revolving credit facility, to repay approximately US$47.0 million of project-level indebtedness and for general corporate purposes, which may include future acquisitions of solar assets from SunEdison or from unaffiliated third parties.

In addition, Terra LLC will also use approximately US$86.0 million of the net proceeds to pay for the acquisition of, and milestone payments relating to, certain projects included in TerraForm Power's initial portfolio from third parties. TerraForm Power intends to use US$92.8 million of the net proceeds, plus any proceeds resulting from the underwriters' exercise of their option to purchase additional shares of Class A common stock, to purchase Class B units of Terra LLC and shares of Class B common stock held by SunEdison or its affiliates at a price equal to the initial public offering price less the underwriting discounts and commissions and structuring fee, which securities will immediately be cancelled contemporaneously with Terra LLC issuing Class A units to TerraForm Power.