On January 5, 2017, TerraForm Power Operating, LLC (TerraForm
Power Operating), SunEdison Yieldco UK Holdco 2, LLC (the
Seller), a wholly owned subsidiary of TerraForm Power Operating,
and Vortex Solar UK Limited (Vortex), a company registered in
England and Wales entered into a sale and purchase agreement (the
SPA) to sell a portfolio of 24 operating solar projects in the
United Kingdom representing 365 MW (the UK Portfolio) to Vortex
(the Transaction).

TerraForm Power Operating expects to receive approximately $208
million of proceeds from the Transaction (comprising
consideration payable and debt being repaid on behalf of the UK
Portfolio to TerraForm Power Operating), net of transaction
expenses and distributions, and subject to certain adjustments.
In addition, the Transaction would remove $370 million in
non-recourse project debt at the UK Portfolio level (the Existing
Debt) from TerraForm Power, Inc.s (TerraForm Power) balance
sheet.

The closing of the Transaction is subject to certain conditions,
including: (i) satisfaction of certain customary conditions
precedent, including the satisfaction of certain obligations of
the UK Portfolio under the Existing Debt, receipt of antitrust
approval and the performance of the respective obligations of
each of the parties to the SPA; and (ii) the satisfaction of
certain conditions precedent relating to the chapter 11
proceedings of SunEdison, Inc. (the SunEdison Bankruptcy) and the
outcome of the previously announced settlement discussions
between TerraForm Power and SunEdison, Inc. (SunEdison). Vortexs
payment obligations following satisfaction of these conditions
are supported by parent equity commitment letters, as well as an
obligation to fund an escrow at a credit-worthy U.K.-based bank.

Either party may terminate the SPA if the Transaction has not
closed by July 31, 2017. In addition, in the event that by April
15, 2017, either (i) TerraForm Power has not entered into a
definitive transaction meeting certain criteria in connection
with the previously announced strategic alternatives process or
(ii) certain conditions precedent relating to the SunEdison
Bankruptcy and the outcome of the previously announced settlement
discussions between TerraForm Power and SunEdison have not been
satisfied, and Vortex has not waived the outstanding conditions
precedent, either the Seller or Vortex may terminate the SPA by
notice to the other.

In connection with the Transaction, to the SPA the Seller has
given certain warranties to Vortex relating to the condition of
the UK Portfolio, which are subject to customary limitations.

The Sellers obligations under the SPA are guaranteed by TerraForm
Power Operating, however those obligations are subject to market
standard limitations on liability and de minimus thresholds.

In connection with the Transaction, TerraForm Power Operating has
entered into an agreement to indemnify Vortex for certain
liabilities and expenses arising out of the SunEdison Bankruptcy
(the Indemnification Agreement). TerraForm Power Operating and
the Seller also expect to provide a market standard tax indemnity
to Vortex at the closing of the Transaction.

Completion of the Transaction is expected to take place in the
first or second quarter of 2017.

Item 7.01 Regulation FD Disclosure.

On January 6, 2017, TerraForm Power issued a press release
announcing the entry into the SPA. A copy of the press release is
furnished herewith as Exhibit 99.1 to this Report.

In accordance with General Instruction B.2 of Form 8-K, the press
release is deemed to be furnished and shall not be deemed filed
for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
section, nor shall such information and Exhibit be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except as shall be expressly set forth for specific
reference in such filing or document.

Cautionary Note Regarding Forward-Looking Statements. Except for
historical information contained in this Form 8-K and the press
release attached as an exhibit hereto, this Form 8-K and the
press release contain forward-looking statements which involve
certain risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by these
statements. Please refer to the cautionary note in the press
release regarding these forward-looking statements.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits