Attached files
| file | filename |
|---|---|
| 8-K - 8-K - TerraForm Power NY Holdings, Inc. | terp8-kbondholderproposala.htm |
1
TerraForm Power Consent Solicitation Proposal
Company Proposal (8/17/16)
Fee
Change of
Control
Record Date
Other
Interest Rate
�ƒ50bps upfront payment for 90-day extension
�ƒNo withholding tax applicable to fee
�ƒChange of control threshold remains 50%; ratings downgrade requirement eliminated
�ƒIf third party acquires between 35-50%, then company may offer to repurchase the bonds at 101
– If company does not commence such an offer within 3 months of 35-50% acquisition, then interest rate
increases by 100bps
�ƒ50bps permanent increase
– Call premiums adjusted accordingly per the attached schedule
�ƒSpecial interest rate payable during the 90-day extension period equal to then-current rate plus 300bps
(regardless of whether reporting covenants have then been complied with by the Company or the Company
has then publicly announced a board approved M&A transaction with an offer to repurchase bonds at 101 or
greater)
– No impact to call premiums
�ƒLegal costs reimbursed pursuant to Amended and Restated Reimbursement Agreement, dated August 10,
2016, between Dechert LLP and the Company
�ƒCompliance with reporting covenants is tolled if the Company publicly announces a board-approved binding
M&A transaction with an offer to repurchase bonds at 101 or greater; provided that such tolling shall cease in
the event that such M&A transaction has not been consummated within 6 months of such announcement. If
the M&A transaction has been consummated within 6 months of such announcement, (a) historical
compliance with reporting covenant will be waived and (b) the Company will be required to comply with the
reporting covenants on a going-forward basis, beginning for quarterly reports with the first full quarter that is
at least three months after consummation of such M&A transaction and for annual reports with the first full
fiscal year after consummation of such M&A transaction
�ƒRecord date moved to the date that is three business days prior to commencement of consent solicitation
Exhibit 99.1
2
Call Premiums Schedule
Call Prices
Old Premium
Bond Series Call Date Old Coupon Old Call Price as % of Coupon New Coupon New Call Price
2023 Bond 2018 5.875 104.406 75% 6.375 104.781
2023 Bond 2019 5.875 102.938 50% 6.375 103.188
2023 Bond 2020 5.875 101.469 25% 6.375 101.594
2025 Bond 2020 6.125 103.063 50% 6.625 103.313
2025 Bond 2021 6.125 102.042 33% 6.625 102.2087
2025 Bond 2022 6.125 101.021 17% 6.625 101.1043
Equity Claw
Bond Series Old Claw Price New Claw Price
2023 Bond 105.875 106.375
2025 Bond 106.125 106.625
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