CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814

(Address of principal executive offices, including zip code)

 

(240) 762-7700

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

---

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

---

On December 28, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 6, 2017 (the “Merger Agreement”), by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), Orion US Holdings 1 L.P. (“Parent”), a Delaware limited partnership and entity formed by affiliates of Brookfield Asset Management Inc., a corporation existing under the laws of the Province of Ontario (“Brookfield”), and BRE GLBL Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Parent.

 

Item 1.02

Termination of a Material Definitive Agreement.

On December 28, 2017, in connection with the consummation of the Merger, TerraForm Global Operating, LLC (“Global Operating LLC”) terminated the Credit and Guaranty Agreement (as amended, the “Credit Agreement”), dated as of August 5, 2015, by and among TerraForm Global Operating, LLC (“Global LLC”) and other credit parties party thereto, Goldman Sachs Bank USA, as a lender and as administrative agent and the other lenders party thereto. In connection with the termination, Global Operating LLC paid and discharged all of the outstanding obligations under the Credit Agreement and the other credit documents, other than any obligation which by the terms of the applicable credit document survives the termination and certain obligations under certain hedge agreements, and all guarantees and collateral under the credit documents were released.

 

At the effective time of the Merger, holders of shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Shares”) issued and outstanding immediately prior to the effective time of the Merger were entitled to receive $5.10 in cash (the “Per Share Merger Consideration”) for each Class A Share owned by such holder immediately prior to the effective time of the Merger.

At the effective time of the Merger, any vesting conditions applicable to each Company restricted stock award outstanding immediately prior to the effective time of the Merger under the Company’s 2014 Long-Term Incentive Plan (the “Company Stock Plan”) were automatically and without any required action on the part of the holder deemed to be satisfied in full.

At the effective time of the Merger, any vesting conditions applicable to each Company restricted stock unit (a “Company RSU”) outstanding immediately prior to the effective time of the Merger under the Company Stock Plan were automatically and without any required action on the part of the holder deemed to be satisfied in full, and each Company RSU was canceled and only entitled the holder of such Company RSU to receive the Per Share Merger Consideration, subject to relevant tax withholdings.

 

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2017 and is incorporated herein by reference.

 

 

In connection with the Merger, at the effective time thereof, holders of Class A Shares immediately prior to such time ceased to have any rights as stockholders in the Company (other than their right to receive the merger consideration pursuant to the Merger Agreement).

 

As a result of the consummation of the Merger, and upon the effectiveness of the Merger, a change of control of the Company occurred and the Company became a wholly-owned subsidiary of Parent.

 

Prior to the consummation of the Merger, SunEdison, Inc. (“SunEdison”) was the indirect holder of 100% of the shares of Class B common stock, par value $0.01 per share (the “Class B Shares”), of the Company and held approximately 98.2% of the combined total voting power of the holders of the Company’s Class A common stock and Class B common stock. As contemplated by the Merger Agreement and in satisfaction of its obligations under a Settlement Agreement (the “Settlement Agreement”) among SunEdison, the Company and certain of their respective affiliates, which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2017, SunEdison exchanged, effective immediately prior to the effective time of the Merger, all of the Class B Units (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of TerraForm Global, LLC, dated and effective as of August 5, 2015, as amended from time to time (the “Global LLC Operating Agreement”)) held by SunEdison or any of its controlled affiliates in Global LLC for Class A Shares representing 25% of the Class A Shares (on a fully-diluted basis, excluding any treasury shares) immediately following such exchange and, as a result of such exchange, all Class B Shares of the Company were automatically cancelled. In addition, immediately prior to the effective time of the Merger, all outstanding IDRs (as defined in the Global LLC Operating Agreement) were, at the Company’s instructions, transferred to Parent.

(d) Exhibits

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 6, 2017, by and among TerraForm Global, Inc., Orion US Holdings 1 L.P. and BRE GLBL Holdings Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on March 7, 2017).
99.1		Press Release, dated as of December 28, 2017.

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	TERRAFORM GLOBAL, INC.
	By:	/s/ Jennifer Mazin
		Name: Jennifer Mazin
		Title:   Senior Vice President and Secretary

Date:  December 28, 2017