Settlement Discussions with SunEdison, Inc.

As previously disclosed, TerraForm Global, Inc. (the Company) has
been engaged in settlement discussions with SunEdison, Inc.
(SunEdison) to resolve, among other matters, intercompany claims
in connection with the Chapter 11 bankruptcy case of SunEdison
and certain of its affiliates (the SunEdison Bankruptcy). On
January 20, 2017, the Company and TerraForm Global, LLC (GLBL
LLC), a subsidiary of the Company, entered into a memorandum of
understanding (the MOU) with SunEdison, TerraForm Power, Inc.
(TerraForm Power and, together with the Company, the Yieldcos)
and TerraForm Power, LLC (TERP LLC), a subsidiary of TerraForm
Power. The MOU outlines potential settlements of claims (i)
between SunEdison and its affiliated debtors and non-debtors
(excluding GLBL and TERP) and their respective employees,
officers, directors, agents and representatives in their
capacities as such (the SunEdison Parties) on the one hand, and
the Company (for itself and on behalf of GLBL LLC and TerraForm
Global Operating, LLC) (collectively, GLBL), and GLBLs employees,
officers, directors, agents and representatives in their
capacities as such, on the other hand (the GLBL Intercompany
Claims); and (ii) between the SunEdison Parties, on the one hand,
and TerraForm Power (for itself and on behalf of TERP LLC and
TerraForm Power Operating, LLC) (collectively, TERP) and TERPs
employees, officers, directors, agents and representatives in
their capacities as such, on the other hand (the TERP
Intercompany Claims and, together with the GLBL Intercompany
Claims, the Intercompany Claims), in each case in connection with
the SunEdison Bankruptcy and including, in each case, any
avoidance actions and preference claims the SunEdison Parties may
have. The MOU has been approved by the respective boards of
directors of the Company, SunEdison and TerraForm Power. The
Companys board of directors approved the MOU upon the
recommendation of its independent members who do not also serve
on the board of directors of TerraForm Power. The settlements of
the Intercompany Claims are subject to the approval of the
bankruptcy court in the SunEdison Bankruptcy (the Bankruptcy
Court).

Under the MOU, the Yieldcos, GLBL LLC, TERP LLC and SunEdison
will work in good faith toward agreeing to the terms of two
separate settlement agreements, one for each Yieldco, as promptly
as practicable on or before January 27, 2017. The Company expects
that SunEdison will condition its motion for Bankruptcy Court
approval of each settlement upon Bankruptcy Court approval of the
other settlement agreement. In addition, GLBL and SunEdison will
work to document a transaction for the sale of GLBL in parallel
with a separate effort by TERP and SunEdison to document a
transaction for the sale of TERP (each an MA Transaction), with
each MA Transaction requiring approval by the applicable Yieldco
and SunEdison, provided such obligation to work toward the MA
Transaction terminates if the Yieldcos and SunEdison have not
executed and delivered settlement agreements on or before January
27, 2017.

The MOU contains certain non-binding proposed settlement terms
(the Proposed Settlement Terms) to resolve the complex legal
relationship between the applicable Yieldco and SunEdison arising
out of SunEdisons sponsorship of such Yieldco, including, among
other things, an allocation of the total consideration paid in
connection with an MA Transaction and, with certain exceptions,
the full mutual release of all GLBL Intercompany Claims. At the
closing of the GLBL MA Transaction, in exchange for its Class B
common stock of the Company, Class B units of GLBL LLC, incentive
distribution rights and all other interests in GLBL, SunEdison
would receive consideration equal to 25.0% of the total
consideration paid to all stockholders of the Company, reflecting
the settlement of GLBL Intercompany Claims, cancelation of
incentive distribution rights and other factors considered by the
board of directors of the Company. The remaining consideration
would be distributed to holders of shares of the Class A common
stock of the Company (including SunEdison, solely in its capacity
as a holder of Class A common stock of the Company immediately
prior to the closing of such MA Transaction). At the

closing of the TERP MA Transaction, in exchange for its Class B
common stock of TerraForm Power, Class B units of TERP LLC,
incentive distribution rights and all other interests in TERP,
SunEdison would receive consideration equal to 36.9% of the total
consideration paid to all TerraForm Power stockholders,
reflecting the TERP Intercompany Claims, incentive distribution
rights and other factors considered by the board of directors of
TerraForm Power. The remaining consideration would be distributed
to holders of shares of the Class A common stock of TerraForm
Power.

The Proposed Settlement Terms are not legally binding on any
party to the MOU and are subject to a number of conditions and
contingencies, including each of the Yieldcos and SunEdison
entering into final settlement agreements before January 27,
2017, each of the Yieldcos entering into an MA Transaction (and
all documents with respect thereto) jointly approved by the
applicable Yieldco and SunEdison by April 1, 2017 and approval of
each settlement agreement by the Bankruptcy Court by April 1,
2017, which date may be extended until April 15, 2017 if approval
of the settlement agreements is a contested matter that SunEdison
is prosecuting in good faith. The settlement agreements will
automatically terminate if approval of the Bankruptcy Court is
not obtained and will be terminable if the applicable jointly
approved MA Transaction terminates prior to closing or if other
customary milestones are not met or termination rights are
triggered. There is no assurance that the Yieldcos and SunEdison
will enter into settlement agreements, and there is no assurance
as to the final terms or timing of any such settlement.

Exclusivity with Brookfield Asset Management Inc.

As previously disclosed, the Company has been exploring and
evaluating potential strategic alternatives to maximize
stockholder value, including a merger or sale of its entire
business or other business combinations or sponsorship
arrangements. On January 20, 2017, the Company and GLBL LLC
entered into an exclusivity agreement (the Exclusivity Agreement)
with Brookfield Asset Management Inc. (Brookfield), which is
subject to customary terms and conditions. Under the Exclusivity
Agreement, subject to early termination under certain
circumstances, the Company has agreed to negotiate exclusively
with Brookfield in connection with a possible negotiated business
combination transaction between the Company and Brookfield until
the earlier of the execution of a definitive agreement for such
transaction and 11:59 p.m. New York City time on March 6, 2017.

Prior to entering into the Exclusivity Agreement, the Company
received a bid letter from Brookfield, which was subsequently
revised (as revised, the Bid Letter). In the Bid Letter,
Brookfield proposed four possible transactions:

The Bid Letter included certain dollar amounts for each of the
four proposals, which are described below. The amounts included
in the Bid Letter and described below are presented on a fully
diluted and converted per-share basis. However, any aggregate
amounts payable to SunEdison, on the one hand, and the holders of
the Companys Class A common stock, on the other hand, will
reflect the terms of final

settlement agreement, if any, between the Company and SunEdison.
The terms of any such final settlement agreement may cause any
amounts payable in an MA Transaction to differ materially from
those described below.

None of the four proposals is subject to any financing condition.
In the Whole Company Transaction, Brookfield would acquire all
outstanding shares of the Company for $4.15 per share in cash,
subject to adjustment in respect of certain specified
contingencies. All shares of the Class B common stock of the
Company (the Class B Shares) and Class B units of GLBL LLC held
by SunEdison would be exchanged for shares of the Class A common
stock of the Company (the Class A Shares) immediately prior to
consummation of the transaction and, as so exchanged, would
receive the same consideration per share as all other holders of
Class A Shares, subject to the final settlement agreement to be
entered into between SunEdison and the Company.

For the Whole GLBL with TERP Transaction, Brookfield indicated it
would be willing to offer additional incremental consideration of
$0.20 per share in cash, payable on the closing of a transaction
for either (i) 50% of TerraForm Power or (ii) at least 50.1% of
TerraForm Power in a sponsorship transaction, such that the total
consideration to be paid to stockholders of the Company would be
$4.35 per share in cash. Payment of the initial $4.15 per share
in cash for all outstanding shares of the Company would not be
conditioned upon the closing of a transaction for either (i) 50%
of TerraForm Power or (ii) at least 50.1% of TerraForm Power in a
sponsorship transaction.

In the Sponsorship Transaction, Brookfield would replace
SunEdison as the Companys sponsor and controlling stockholder,
and would invest cash in the Company in exchange for a number of
newly issued Class A Shares that, after taking into account the
issuance of new Class A Shares and the exchange of SunEdisons
interests into Class A Shares, would equal 50.1% of the total
number of shares outstanding in the Company following
consummation of the transaction. However, Brookfield indicated
that in the event it is advantageous to the Company, Brookfield
would be prepared to consider acquiring more Class A Shares in a
Sponsorship Transaction. All Class B Shares and Class B units of
GLBL LLC held by SunEdison would be exchanged for Class A Shares
immediately prior to consummation of the transaction. The cash
consideration would be based on a pre-transaction equity value of
the Company, which would represent a pre-transaction value per
share of $4.15 and would be subject to adjustment in respect of
the same specified contingencies as the Whole Company
Transaction. The cash consideration would then be distributed to
all stockholders of the Company (other than Brookfield) on a pro
rata basis, subject to the final settlement agreement to be
entered into between SunEdison and the Company.

In a Double Sponsorship Transaction, Brookfield would be willing
to offer incremental aggregate consideration based on a
pre-transaction equity value of the Company, which would
represent a pre-transaction value per share of $4.25.

Brookfields proposals are subject to certain conditions,
including the satisfactory completion of confirmatory due
diligence and the negotiation of mutually acceptable definitive
transaction documentation which addresses, among other things,
the treatment of potential liabilities previously disclosed by
the Company, a voting and support agreement with SunEdison, and
the negotiation of a comprehensive settlement agreement between
the Company and SunEdison that releases the Company from claims
by SunEdison and is acceptable to Brookfield. Consummation of any
of the above transactions would be subject to customary closing
conditions, including approval of the settlement agreement and
SunEdisons action to support the transaction by the Bankruptcy
Court. There is no assurance that the Company and Brookfield will
enter into a definitive agreement for a potential transaction and
there is no assurance as to the form, terms or timing of any
transaction even if an agreement is reached between the parties.
The final form and terms of any such transaction, including any

consideration ultimately received by the Companys stockholders in
such transaction, and any conditions to closing, may be
materially different from the terms under Brookfields proposals
described above.

Cautionary Note Regarding Forward-Looking Statements.

Except for historical information in this Form 8-K, this Form 8-K
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements can
be identified by the fact that they do not relate strictly to
historical or current facts. These statements involve estimates,
expectations, projections, goals, assumptions, known and unknown
risks, and uncertainties and typically include words or
variations of words such as expect, anticipate, believe, intend,
plan, seek, estimate, predict, project, goal, guidance, outlook,
objective, forecast, target, potential, continue, would, will,
should, could, or may or other comparable terms and phrases.

They include, without limitation, statements relating to the
Yieldcos and SunEdison entering into settlement agreements; the
Yieldcos and SunEdison documenting or entering into an MA
Transaction; the proposed terms and timing of any settlement
agreement (including the proposed allocation of the total
consideration received from an MA Transaction for the respective
Yieldco and the mutual release of claims of SunEdison and the
Yieldcos); the contingencies relating to approval of any
settlement of claims between the Yieldcos and SunEdison,
including approval by the bankruptcy court in the SunEdison
Bankruptcy; proposals for a sale of the Company to Brookfield;
and the form, terms and timing of a transaction, if any, between
the Company (or the Company and TerraForm Power) and Brookfield,
including the proposed consideration to be received from such
transaction. These forward-looking statements are based on
current expectations as of the date of this Form 8-K and are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such statements, including but not limited to: whether
and when the Yieldcos and SunEdison are able to reach definitive
settlement agreements, the terms of any such settlement
agreements, whether the Bankruptcy Court would approve the terms
of any such settlement agreement, whether any interested party in
the SunEdison Bankruptcy would contest the terms of any such
settlement agreement, whether and when the Company (or the
Company and TerraForm Power) and Brookfield are able to reach an
agreement for a sale of the Company (or the Company and TerraForm
Power); the terms of any such agreement; whether any such
agreement would be approved by the necessary parties, as well as
additional factors we have described in other filings with the
Securities and Exchange Commission.

The risks included above are not exhaustive. Other factors that
could adversely affect our business and prospects are described
in the filings made by us with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly
update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as otherwise
required by law.