SunEdison modify agreement to acquire Vivint Solar

SunEdison and Vivint Solar have reached an agreement to amend and modify the terms of the definitive merger agreement previously announced on July 20, 2015.

In conjunction therewith, SunEdisonalso has announced that 313 Acquisition, the vehicle controlled by private equity funds managed by Blackstone, has entered into a commitment to provide a $250 million credit facility to fund the ongoing growth of SunEdison.

Vivint Solar transaction modifications:

• $2.00/share reduction in cash consideration;
• $0.75/share increase in stock consideration; and
• At Vivint Solar's option, and with the consent of the Blackstone-sponsored vehicle, public stockholders of Vivint Solar may be paid all cash consideration; if such option is exercised, Blackstone-sponsored vehicle will accept stock and convertible notes of SunEdison in lieu of a substantial portion of the cash it would have otherwise been entitled to receive in the merger.

The merger is anticipated to close in the first quarter of 2016.

Ahmad Chatila, SunEdison's chief executive officer, stated:

"SunEdison is very pleased to reach an agreement with Vivint Solar and 313 Acquisition to modify the merger agreement. Given the recent market volatility, we believe the modified agreement is in the best interest of all parties. We look forward to growing our residential and small commercial business with Greg Butterfield and his exceptional team. In addition, we are also delighted to add the Blackstone team as a key new stakeholder and partner."

Greg Butterfield, Vivint Solar's chief executive officer, commented:

"We are excited to join the SunEdison team. We look forward to continuing to strengthen our leading platform in the residential and small commercial space."

Peter Wallace, Vivint Solar's board chairman and Blackstone's senior managing director, added:

"We believe the combined SunEdison and Vivint Solar platform will be well positioned to be the leader in the growing renewable energy space, and we are pleased to see the transaction move forward. Blackstone looks forward to SunEdison's future success."