SunEdison, Inc. (OTCMKTS:SDSNQ) Files An 8-K Entry into a Material Definitive Agreement

SunEdison, Inc. (OTCMKTS:SDSNQ) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

Agreements with TerraForm Power

On March6, 2017, TerraForm Power, Inc. (TerraForm Power) entered
into a Merger and Sponsorship Transaction Agreement (the
Transaction Agreement) with Orion US Holdings 1 L.P., a Delaware
limited partnership (Sponsor), and BRE TERP Holdings Inc., a
Delaware corporation and a wholly-owned subsidiary of Sponsor
(TERP Merger Sub), providing for the merger of TERP Merger Sub
with and into TerraForm Power (the TERP Merger), with TerraForm
Power as the surviving corporation in the TERP Merger in which
Sponsor will hold a 51% interest (the TERP Merger and the other
transactions contemplated by the Transaction Agreement, the TERP
Transactions). All capitalized terms used but not defined herein
are as defined in the Transaction Agreement.

In connection with the TERP Merger, SunEdison, Inc. (the Company)
executed and delivered a voting and support agreement (the TERP
Voting and Support Agreement) by and among the Company, Sponsor,
BRE TERP Holdings Inc., SunEdison Holdings Corporation, SUNE ML1,
LLC and TerraForm Power, to which it agreed to vote or cause to
be voted any shares of TerraForm Power (each, a TERP Share and,
collectively, the TERP Shares) held by it or any of its
controlled affiliates in favor of the TERP Merger and to take
certain other actions to support the consummation of the
Transactions. The Voting and Support Agreement is incorporated by
reference to Exhibit 2.3 of TerraForm Powers Current Report on
Form 8-K, dated March7, 2017.

On March6, 2017, the Company also entered into a Settlement
Agreement (the TERP Settlement Agreement) by and among the
Company, TerraForm Power, TerraForm Power, LLC (TERP LLC),
TerraForm Power Operating, LLC, and the other parties named
therein to which the Company will exchange, effective as of
immediately prior to the record time for the Special Dividend,
all of the ClassB Units of TERP LLC held by it or any of its
controlled affiliates for 48,202,310 ClassA Shares (the TERP
Exchange). As a result of and following completion of the TERP
Exchange, all of the issued and outstanding shares of ClassB
common stock, par value $0.01 per share, of TerraForm Power will
be redeemed and retired. TerraForm Power will also authorize and
issue to the Company a number of additional ClassA Shares such
that, immediately prior to the effective time of the TERP Merger,
the Company will hold an aggregate number of ClassA Shares equal
to 36.9% of TerraForm Powers outstanding ClassA Shares (on a
fully diluted basis). The TERP Settlement Agreement also provides
for reciprocal releases of claims among the Company and certain
of its subsidiaries, on the one hand, and TerraForm Power and
certain of its subsidiaries upon the Settlement Effective Time.
All capitalized terms used but not defined herein are as defined
in the TERP Settlement Agreement.

In addition, also as part of the settlement, the Company agreed
to deliver the outstanding incentive distribution rights of TERP
LLC (the IDRs) held by the Company or certain of its affiliates
to Brookfield Asset Management Inc. (Brookfield). In connection
therewith, concurrently with the execution and delivery of the
Transaction Agreement, TerraForm Power, TERP LLC, BRE Delaware,
Inc. (the Brookfield IDR Holder) and the Company and certain of
its affiliates have entered into an Incentive Distribution Rights
Transfer Agreement (the IDR Transfer Agreement), to which certain
affiliates of the Company will transfer all of the IDRs to
Brookfield IDR Holder immediately after the effective time of the
TERP Merger on the terms and conditions set forth in the IDR
Transfer Agreement.

Closing of the TERP Merger is subject to certain additional
conditions, including the adoption of the Transaction Agreement
by each of the holders of (i)a majority of the total voting power
of the outstanding TERP Shares entitled to vote on the TERP
Merger (including TERP Shares held by the Company, Sponsor and
their respective affiliates) and (ii)a majority of the total
voting power of the outstanding TERP Shares entitled to vote on
the TERP Merger (excluding TERP Shares held by the Company,
Sponsor and their respective affiliates), the expiration or early
termination of the waiting period applicable to consummation of
the TERP Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the entry by the United
States Bankruptcy Court for the Southern District of New York
(the Bankruptcy Court) of orders authorizing and approving the
entry by the Company (and if, applicable, the Companys debtor
affiliates) into the TERP Settlement Agreement, the TERP Voting
and Support Agreement and certain other agreements entered into
in connection with the TERP Merger or the other Transactions to
which the Company or any other debtor will be a party, certain
other regulatory approvals and other customary closing
conditions.

Agreements with TerraForm Global

On March6, 2017, TerraForm Global, Inc. (TerraForm Global),
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Sponsor and BRE GLBL Holdings Inc., a Delaware
corporation and wholly owned subsidiary of Sponsor (GLBL Merger
Sub), providing for the merger of GLBL Merger Sub with and into
TerraForm Global (the GLBL Merger), with TerraForm Global
surviving as a wholly owned subsidiary of Sponsor. All
capitalized terms used but not defined herein are as defined in
the Merger Agreement.

In connection with the GLBL Merger, the Company and certain of
its affiliates executed and delivered a voting and support
agreement with Brookfield and TerraForm Global (the GLBL Voting
and Support Agreement) to which it agreed to vote or cause to be
voted any shares of TerraForm Global (each, a GLBL Share and,
collectively, the GLBL Shares) held by it or any of its
controlled affiliates in favor of the GLBL Merger and to take
certain other actions to support the consummation of the GLBL
Merger and the other transactions contemplated by the Merger
Agreement. The Voting and Support Agreement is incorporated by
reference to Exhibit 2.3 of TerraForm Globals Current Report on
Form 8-K, dated March7, 2017.

The Company also entered into a settlement agreement with
TerraForm Global, TerraForm Global LLC (GLBL LLC) and TerraForm
Global Operating, LLC (the GLBL Settlement Agreement) to which
the Company and TerraForm Global released all intercompany claims
in connection with the Companys bankruptcy (with certain
exceptions). In consideration for such release, the Company will
exchange, effective as of immediately prior to the effective time
of the GLBL Merger, all of the ClassB Units of GLBL LLC held by
it or any of its controlled affiliates for a number of ClassA
Shares equal to 25% of the issued and outstanding ClassA Shares
(on a fully diluted basis) measured as of immediately prior to
the effective time of the GLBL Merger (the GLBL Exchange). As a
result of and following completion of the GLBL Exchange, all of
the issued and outstanding shares of ClassB common stock, par
value $0.01 per share, of the Company will be redeemed and
retired and all issued and outstanding IDRs (as defined in the
Merger Agreement) will be cancelled.

Closing of the GLBL Merger is subject to certain other
conditions, including the adoption of the Merger Agreement by
each of the holders of (i)a majority of the total voting power of
the outstanding GLBL Shares entitled to vote on the GLBL Merger
(including GLBL Shares held by the Company, Sponsor and their
respective affiliates) and (ii)a majority of the total voting
power of the outstanding GLBL Shares entitled to vote on the GLBL
Merger (excluding GLBL Shares held by the Company, Sponsor and
their respective affiliates), the expiration or early termination
of the waiting period applicable to consummation of the GLBL
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, receipt of certain regulatory approvals, and
the entry by the Bankruptcy Court of orders authorizing and
approving the entry by the Company (and if, applicable, the
Companys debtor affiliates) into the GLBL Settlement Agreement,
the GLBL Voting and Support Agreement and certain other agreement
entered into in connection with the GLBL Merger or the other
transactions contemplated by the Merger Agreement to which the
Company or any other debtor will be a party.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit10.1 Settlement Agreement, dated as of March6, 2017, by and among
TerraForm Power, Inc., TerraForm Power, LLC, TerraForm Power
Operating, LLC, SunEdison Inc. and the other parties named
therein.
Exhibit10.2 Settlement Agreement, dated as of March6, 2017, by and among
TerraForm Global, Inc. a Delaware corporation, TerraForm
Global LLC a Delaware limited liability company, TerraForm
Global Operating, LLC a Delaware limited liability company
and SunEdison, Inc.


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