TerraForm Global, Inc. (NASDAQ:GLBL) Files An 8-K Entry into a Material Definitive Agreement

On May 26, 2017, TerraForm Global, Inc. (the Company), TerraForm
Global, LLC, TerraForm Global Brazil Holding B.V. and TERP GLBL
Brasil I Participacoes Ltda. (collectively, the TerraForm Global
Parties) entered into a Settlement Agreement and Mutual Release
(the Settlement Agreement) with Renova Energia, S.A. (Renova and,
together with the TerraForm Global Parties, the Parties). The
Settlement Agreement resolves all disputes among the Parties that
are the subject of an ongoing arbitration proceeding among the
Parties in the Center for Arbitration and Mediation of the
Chamber of Commerce Brazil-Canada (the Arbitration).

to the Settlement Agreement, the TerraForm Global Parties have
agreed to make a one-time settlement payment in the aggregate
amount of US $15.0 million, in exchange for and contingent on the
withdrawal with prejudice of all claims and counterclaims made in
the Arbitration and termination of the Arbitration. In addition,
792,495 shares of Class A common stock of the Company issued to
Renova and currently held in escrow to the acquisition agreements
for the Salvador wind power plant acquired by a subsidiary of the
Company will be returned to the Company. None of the Parties has
admitted to any wrongdoing or liability with respect to the
claims asserted in the Arbitration. Subject to the satisfaction
of certain conditions set forth in the Settlement Agreement
(including the purchase of Renovas shares of Class A common stock
of the Company by Orion US Holdings 1 L.P. described below), the
Parties have granted each other full releases with respect to any
claims arising in connection with the previously completed
acquisitions by subsidiaries of the Company of the Salvador and
Bahia wind power plants from Renova and all related transactions
and any other disputes that could arise in the future among the
Parties concerning or related in any way to such transactions and
events, which are the subject of the Arbitration.

Concurrently with the execution of the Settlement Agreement, the
Company and Orion US Holdings 1 L.P. (Parent), an affiliate of
Brookfield Asset Management Inc., entered into a letter agreement
(the Letter Agreement), to which Parent has agreed that upon the
later to occur of (i) the effective time as described in the
Settlement Agreement and (ii) the closing of the share purchase
contemplated by the PSA (as defined and described below), the
condition to the obligations of Parent and BRE GLBL Holdings,
Inc., a Delaware corporation and a wholly-owned subsidiary of
Parent (Merger Sub) to effect the merger set forth in Section
7.2(c) (Litigation Settlement) of the Agreement and Plan of
Merger, dated as of March 6, 2017, by and among the Company,
Parent and Merger Sub, solely with respect to Renovas claims in
the Arbitration, shall have been satisfied and the aggregate
payment made by the Company and its subsidiaries (net of any
amounts funded directly or indirectly by insurance proceeds)
under the Settlement Agreement in connection with the settlement
of Renovas claims in the Arbitration will be deemed to be zero.

The foregoing descriptions of the Settlement Agreement and the
Letter Agreement do not purport to be complete and are qualified
in their entirety by reference to the Settlement Agreement and
the Letter Agreement, copies of which are filed as Exhibits 10.1
and 10.2 to this Current Report on Form 8-K, respectively, and
incorporated herein by reference.

Item 8.01. Other Events.

Also concurrently with the execution of the Settlement Agreement,
Renova and Parent entered into a Purchase Sale Agreement (the
PSA), with respect to all of the shares of Class A common stock
of the Company owned by Renova (excluding the shares to be
released from escrow to the Company as described above). to the
terms of the PSA, Parent has agreed to purchase 19,535,004 shares
of Class A common stock of the Company from Renova for a purchase
price in cash of US $4.75 per share,

or US $92,791,269 in the aggregate. The consummation of the share
purchase contemplated by the PSA is subject to customary
conditions to closing and is conditioned upon the satisfaction of
certain conditions set forth in the Settlement Agreement
described above, including the effectiveness of the mutual
releases and release of the shares in escrow.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits