Filed Pursuant to Rule 424(b)(3)
Registration No. 333-202757
Prospectus Supplement No. 1
(to prospectus dated April 9, 2015)
17,506,667 Shares
TerraForm Power, Inc.
Class A Common Stock
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 9, 2015, covering resales by selling stockholders of our Class A common stock, par value $0.01 per share, with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2015, and our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2015.
This prospectus supplement updates and supplements the information in the prospectus and is not complete without, and may not be delivered or utilized except in combination with, the prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the prospectus and if there is any inconsistency between the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.
See “Risk Factors” beginning on page 7 of the prospectus to read factors you should consider before buying shares of our Class A common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
Prospectus Supplement Dated May 7, 2015.
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
|
46-4780940 |
(State or other jurisdiction of
incorporation or organization) |
|
(I. R. S. Employer
Identification No.) |
7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland |
|
20814 |
(Address of principal executive offices) |
|
(Zip Code) |
Large accelerated filer |
|
o |
|
Accelerated filer |
|
o |
Non-accelerated filer |
|
x (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
o |
Page | ||
Item 1. |
||
Item 2. |
||
Item 3. |
||
Item 4. |
||
Item 1. |
||
Item 1A. |
||
Item 2. |
||
Item 3. |
||
Item 4. |
||
Item 5. |
||
Item 6 |
||
|
Three Months Ended March 31, | ||||||
2015 |
2014 | ||||||
Operating revenues, net |
$ |
70,515 |
|
$ |
11,880 |
| |
Operating costs and expenses: |
|||||||
Cost of operations |
16,820 |
|
460 |
| |||
Cost of operations - affiliate |
3,643 |
|
352 |
| |||
General and administrative |
9,939 |
|
98 |
| |||
General and administrative - affiliate |
6,027 |
|
1,590 |
| |||
Acquisition and related costs |
13,722 |
|
— |
| |||
Acquisition and related costs - affiliate |
436 |
|
— |
| |||
Depreciation, accretion and amortization |
31,891 |
|
3,241 |
| |||
Total operating costs and expenses |
82,478 |
|
5,741 |
| |||
Operating (loss) income |
(11,963 |
) |
6,139 |
| |||
Other expenses: |
|||||||
Interest expense, net |
36,855 |
|
7,082 |
| |||
Loss on extinguishment of debt, net |
20,038 |
|
— |
| |||
Loss on foreign currency exchange, net |
14,369 |
|
595 |
| |||
Other, net |
480 |
|
— |
| |||
Total other expenses, net |
71,742 |
|
7,677 |
| |||
Loss before income tax benefit |
(83,705 |
) |
(1,538 |
) | |||
Income tax benefit |
(45 |
) |
(457 |
) | |||
Net loss |
(83,660 |
) |
(1,081 |
) | |||
Less: Predecessor loss prior to initial public offering on July 23, 2014 |
— |
|
(720 |
) | |||
Less: Net loss attributable to redeemable non-controlling interests |
(169 |
) |
— |
| |||
Less: Net loss attributable to non-controlling interests |
(55,375 |
) |
(361 |
) | |||
Net loss attributable to TerraForm Power, Inc. Class A common stockholders |
$ |
(28,116 |
) |
$ |
— |
| |
Weighted average number of shares: |
|||||||
Class A common stock - Basic and diluted |
49,694 |
|
|||||
Loss per share: |
|||||||
Class A common stock - Basic and diluted |
$ |
(0.57 |
) |
|
Three Months Ended March 31, | |||||||
2015 |
2014 | |||||||
Net loss |
$ |
(83,660 |
) |
$ |
(1,081 |
) | ||
Other comprehensive loss, net of tax: |
||||||||
Foreign currency translation adjustments: |
||||||||
Net unrealized losses arising during the period |
(3,275 |
) |
— |
| ||||
Hedging activities: |
||||||||
Net unrealized losses arising during the period |
(2,248 |
) |
— |
| ||||
Reclassification of net losses into earnings |
2,857 |
|
— |
| ||||
Other comprehensive loss, net of tax |
(2,666 |
) |
— |
| ||||
Total comprehensive loss |
(86,326 |
) |
(1,081 |
) | ||||
Less: Predecessor comprehensive loss prior to initial public offering on July 23, 2014 |
— |
|
(3,391 |
) | ||||
Less: comprehensive loss attributable to non-controlling interests |
||||||||
Net loss attributable to non-controlling interests |
(55,375 |
) |
(361 |
) | ||||
Foreign currency translation adjustments |
(1,862 |
) |
— |
| ||||
Hedging activities |
168 |
|
— |
| ||||
Comprehensive loss attributable to non-controlling interests |
(57,069 |
) |
(361 |
) | ||||
Comprehensive loss attributable to TerraForm Power, Inc. Class A stockholders |
$ |
(29,257 |
) |
$ |
2,671 |
|
ASSETS |
March 31, 2015 |
December 31, 2014 | |||||
Current assets: |
|||||||
Cash and cash equivalents |
$ |
153,423 |
|
$ |
468,554 |
| |
Restricted cash, including consolidated variable interest entities of $25,022 and $39,898 in 2015 and 2014, respectively |
78,076 |
|
70,545 |
| |||
Accounts receivable, including consolidated variable interest entities of $25,650 and $16,921 in 2015 and 2014, respectively |
58,258 |
|
31,986 |
| |||
Due from SunEdison and affiliates, net |
18,155 |
|
— |
| |||
Prepaid expenses and other current assets |
29,274 |
|
22,620 |
| |||
Total current assets |
337,186 |
|
593,705 |
| |||
Property and equipment, net, including consolidated variable interest entities of $1,539,607 and $1,466,223 in 2015 and 2014, respectively |
3,429,630 |
|
2,554,904 |
| |||
Intangible assets, net, including consolidated variable interest entities of $234,954 and $259,004 in 2015 and 2014, respectively |
454,928 |
|
361,673 |
| |||
Deferred financing costs, net |
51,359 |
|
42,113 |
| |||
Deferred income taxes |
87 |
|
4,606 |
| |||
Other assets |
92,428 |
|
29,419 |
| |||
Total assets |
$ |
4,365,618 |
|
$ |
3,586,420 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
March 31, 2015 |
December 31, 2014 | |||||
Current liabilities: |
|||||||
Current portion of long-term debt and financing lease obligations, including consolidated variable interest entities of $20,986 and $20,907 in 2015 and 2014, respectively |
$ |
229,517 |
|
$ |
84,104 |
| |
Accounts payable, accrued expenses and other current liabilities, including consolidated variable interest entities of $27,060 and $27,284 in 2015 and 2014, respectively |
81,146 |
|
82,605 |
| |||
Deferred revenue, including consolidated variable interest entities of $14,140 and $12,941 in 2015 and 2014, respectively |
23,242 |
|
21,989 |
| |||
Due to SunEdison and affiliates, net |
— |
|
153,052 |
| |||
Total current liabilities |
333,905 |
|
341,750 |
| |||
Other liabilities: |
|||||||
Long-term debt and financing lease obligations, less current portion, including consolidated variable interest entities of $621,336 and $620,853 in 2015 and 2014, respectively |
1,965,161 |
|
1,568,517 |
| |||
Deferred revenue, including consolidated variable interest entities of $57,413 and $51,943 in 2015 and 2014, respectively |
57,413 |
|
52,081 |
| |||
Deferred income taxes |
5,983 |
|
7,702 |
| |||
Asset retirement obligations, including consolidated variable interest entities of $43,151 and $32,181 in 2015 and 2014, respectively |
117,966 |
|
76,111 |
| |||
Other long-term liabilities |
3,976 |
|
— |
| |||
Total liabilities |
2,484,404 |
|
2,046,161 |
| |||
Redeemable non-controlling interests |
25,204 |
|
24,338 |
| |||
Stockholders' equity: |
|||||||
Preferred stock, $0.01 par value, 50,000 shares authorized, none issued and outstanding in 2015 and 2014 |
— |
|
— |
| |||
Class A common stock, $0.01 par value per share, 850,000 shares authorized, 55,952 and 42,218 issued and outstanding in 2015 and 2014, respectively. |
535 |
|
387 |
| |||
Class B common stock, $0.01 par value per share, 140,000 shares authorized, 62,727 and 64,526 issued and outstanding in 2015 and 2014, respectively. |
627 |
|
645 |
| |||
Class B1 common stock, $0.01 par value per share: 260,000 shares authorized, 5,840 issued and outstanding in 2015 and 2014 |
58 |
|
58 |
| |||
Additional paid-in capital |
758,518 |
|
497,556 |
| |||
Accumulated deficit |
(53,733 |
) |
(25,617 |
) | |||
Accumulated other comprehensive loss |
(2,609 |
) |
(1,637 |
) | |||
Total TerraForm Power stockholders' equity |
703,396 |
|
471,392 |
| |||
Non-controlling interests |
1,152,614 |
|
1,044,529 |
| |||
Total stockholders' equity |
1,856,010 |
|
1,515,921 |
| |||
Total liabilities, non-controlling interests and stockholders' equity |
$ |
4,365,618 |
|
$ |
3,586,420 |
|
Controlling Interest |
Non-controlling Interests |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock |
Class A Common Stock |
Class B Common Stock |
Class B1 Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Total |
Capital |
Total |
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2015 |
— |
|
$ |
— |
|
42,218 |
|
$ |
387 |
|
64,526 |
|
$ |
645 |
|
5,840 |
|
$ |
58 |
|
$ |
497,556 |
|
$ |
(25,617 |
) |
$ |
(1,637 |
) |
$ |
471,392 |
|
$ |
1,092,809 |
|
$ |
(44,451 |
) |
$ |
(3,829 |
) |
$ |
1,044,529 |
|
$ |
1,515,921 |
| ||||||||||||||||
Issuance of Class A common stock related to the public offering, net of issuance costs |
— |
|
— |
|
13,800 |
|
138 |
|
(1,799 |
) |
(18 |
) |
— |
|
— |
|
342,072 |
|
— |
|
— |
|
342,192 |
|
— |
|
— |
|
— |
|
— |
|
342,192 |
| |||||||||||||||||||||||||||||
Stock-based compensation |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,144 |
|
— |
|
— |
|
5,144 |
|
— |
|
— |
|
— |
|
— |
|
5,144 |
| |||||||||||||||||||||||||||||
Net loss (1) |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(28,116 |
) |
— |
|
(28,116 |
) |
— |
|
(55,375 |
) |
— |
|
(55,375 |
) |
(83,491 |
) | |||||||||||||||||||||||||||||
Forfeitures of restricted stock |
— |
|
— |
|
(66 |
) |
(1 |
) |
— |
|
— |
|
— |
|
— |
|
1 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
| |||||||||||||||||||||||||||||
Vesting of restricted stock |
— |
|
— |
|
— |
|
11 |
|
— |
|
— |
|
— |
|
— |
|
(11 |
) |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
| |||||||||||||||||||||||||||||
Dividends |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(15,125 |
) |
— |
|
— |
|
(15,125 |
) |
— |
|
— |
|
— |
|
— |
|
(15,125 |
) | |||||||||||||||||||||||||||||
Consolidation of non-controlling interests in acquired projects |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
114,442 |
|
— |
|
— |
|
114,442 |
|
114,442 |
| |||||||||||||||||||||||||||||
Repurchase of non-controlling interest |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(54,694 |
) |
— |
|
— |
|
(54,694 |
) |
(54,694 |
) | |||||||||||||||||||||||||||||
Contributions from SunEdison |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
22,872 |
|
— |
|
— |
|
22,872 |
|
30,148 |
|
— |
|
— |
|
30,148 |
|
53,020 |
| |||||||||||||||||||||||||||||
Other comprehensive loss |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(972 |
) |
(972 |
) |
— |
|
— |
|
(1,694 |
) |
(1,694 |
) |
(2,666 |
) | |||||||||||||||||||||||||||||
Sale of membership interests in projects |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
10,096 |
|
— |
|
— |
|
10,096 |
|
10,096 |
| |||||||||||||||||||||||||||||
Distributions to non-controlling interests |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(28,829 |
) |
— |
|
— |
|
(28,829 |
) |
(28,829 |
) | |||||||||||||||||||||||||||||
Equity Reallocation |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(93,991 |
) |
— |
|
— |
|
(93,991 |
) |
93,991 |
|
— |
|
— |
|
93,991 |
|
— |
| |||||||||||||||||||||||||||||
Balance at March 31, 2015 |
— |
|
$ |
— |
|
55,952 |
|
$ |
535 |
|
62,727 |
|
$ |
627 |
|
5,840 |
|
$ |
58 |
|
$ |
758,518 |
|
$ |
(53,733 |
) |
$ |
(2,609 |
) |
$ |
703,396 |
|
$ |
1,257,963 |
|
$ |
(99,826 |
) |
$ |
(5,523 |
) |
$ |
1,152,614 |
|
$ |
1,856,010 |
|
Three Months Ended March 31, | |||||||
2015 |
2014 | ||||||
Cash flows from operating activities: |
|||||||
Net loss |
$ |
(83,660 |
) |
$ |
(1,081 |
) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|||||||
Non-cash incentive revenue |
(647 |
) |
(127 |
) | |||
Non-cash interest expense |
317 |
|
81 |
| |||
Stock compensation expense |
5,144 |
|
— |
| |||
Depreciation, accretion and amortization |
31,891 |
|
3,241 |
| |||
Amortization of intangible assets |
(336 |
) |
— |
| |||
Amortization of deferred financing costs and debt discounts |
7,709 |
|
488 |
| |||
Recognition of deferred revenue |
(73 |
) |
(64 |
) | |||
Loss on extinguishment of debt |
20,038 |
|
— |
| |||
Unrealized loss on derivatives |
4,302 |
|
— |
| |||
Unrealized loss on foreign currency exchange |
14,369 |
|
595 |
| |||
Deferred taxes |
— |
|
(451 |
) | |||
Other, net |
881 |
|
(348 |
) | |||
Changes in assets and liabilities: |
|||||||
Accounts receivable |
(20,985 |
) |
(7,507 |
) | |||
Prepaid expenses and other current assets |
4,420 |
|
(7,470 |
) | |||
Accounts payable, accrued interest, and other current liabilities |
417 |
|
18,112 |
| |||
Deferred revenue |
6,658 |
|
1,577 |
| |||
Due to SunEdison and affiliates |
(390 |
) |
(27,657 |
) | |||
Restricted cash from operating activities |
(664 |
) |
— |
| |||
Net cash used in operating activities |
(10,609 |
) |
(20,611 |
) | |||
Cash flows from investing activities: |
|||||||
Cash paid to third parties for renewable energy facility construction |
(82,758 |
) |
(103,047 |
) | |||
Other investments |
(10,000 |
) |
— |
| |||
Acquisitions of renewable energy facilities from third parties, net of cash acquired |
(810,720 |
) |
(14,211 |
) | |||
Due to SunEdison and affiliates |
(15,079 |
) |
— |
| |||
Change in restricted cash |
494 |
|
19,855 |
| |||
Net cash used in investing activities |
$ |
(918,063 |
) |
$ |
(97,403 |
) |
Three Months Ended March 31, | |||||||
2015 |
2014 | ||||||
Cash flows from financing activities: |
|||||||
Proceeds from issuance of Class A common stock |
$ |
342,192 |
|
$ |
— |
| |
Change in restricted cash for principal debt service |
— |
|
538 |
| |||
Proceeds from Senior Notes |
793,712 |
|
— |
| |||
Repayment of term loan |
(573,500 |
) |
— |
| |||
Borrowings of long-term debt |
275,987 |
|
314,169 |
| |||
Principal payments on long-term debt |
(2,910 |
) |
(568 |
) | |||
Due to SunEdison and affiliates, net |
(148,998 |
) |
4,514 |
| |||
Contributions from non-controlling interests |
10,497 |
|
545 |
| |||
Distributions to non-controlling interests |
(12,884 |
) |
— |
| |||
Repurchase of non-controlling interest |
(54,694 |
) |
— |
| |||
Distributions to SunEdison and affiliates |
(16,659 |
) |
— |
| |||
Net SunEdison investment |
53,020 |
|
35,529 |
| |||
Payment of dividends |
(15,125 |
) |
— |
| |||
Debt prepayment premium |
(6,429 |
) |
— |
| |||
Payment of deferred financing costs |
(30,667 |
) |
(15,267 |
) | |||
Net cash provided by financing activities |
613,542 |
|
339,460 |
| |||
Net decrease in cash and cash equivalents |
(315,130 |
) |
221,446 |
| |||
Effect of exchange rate changes on cash and cash equivalents |
(1 |
) |
— |
| |||
Cash and cash equivalents at beginning of period |
468,554 |
|
1,044 |
| |||
Cash and cash equivalents at end of period |
$ |
153,423 |
|
$ |
222,490 |
| |
Supplemental Disclosures: |
|||||||
Cash paid for interest, net of amounts capitalized of $641 and $1,961, respectively |
$ |
12,497 |
|
$ |
— |
| |
Cash paid for income taxes |
$ |
— |
|
$ |
— |
| |
Schedule of non-cash activities: |
|||||||
Additions of asset retirement obligation (ARO) assets and liabilities |
$ |
23,815 |
|
$ |
— |
| |
ARO assets and obligations from acquisitions |
$ |
17,705 |
|
$ |
— |
| |
Principal payments on long-term debt from solar renewable energy certificates |
$ |
330 |
|
$ |
— |
| |
Long-term debt assumed in connection with acquisitions |
$ |
59,816 |
|
$ |
— |
|
(In thousands) Balance Sheet Caption |
December 31, 2014 As Reported |
Acquired Call Rights Projects |
December 31, 2014 Recast | |||||||||
Cash and cash equivalents |
$ |
468,393 |
|
$ |
161 |
|
$ |
468,554 |
| |||
Due from SunEdison and affiliates, net |
19,640 |
|
(19,640 |
) |
— |
| ||||||
Prepaid expenses and other current assets |
21,840 |
|
780 |
|
22,620 |
| ||||||
Property and equipment, net |
2,327,803 |
|
227,101 |
|
2,554,904 |
| ||||||
Change in total assets |
|
$ |
208,402 |
|
| |||||||
Current portion of long-term debt |
$ |
80,133 |
|
$ |
3,971 |
|
$ |
84,104 |
| |||
Accounts payable, accrued expenses and other current liabilities |
81,781 |
|
824 |
|
82,605 |
| ||||||
Due to SunEdison and affiliates, net |
— |
|
153,052 |
|
153,052 |
| ||||||
Long-term debt and financing lease obligations, less current portion |
1,517,962 |
|
50,555 |
|
1,568,517 |
| ||||||
Change in total liabilities |
|
$ |
208,402 |
|
|
(In thousands) Cash Flows Caption |
December 31, 2014 As Reported |
Acquired Call Rights Projects |
December 31, 2014 Recast | |||||||||
Changes in assets and liabilities: |
||||||||||||
VAT receivable, prepaid expenses and other current assets |
$ |
23,730 |
|
$ |
(819 |
) |
$ |
22,911 |
| |||
Accounts payable, accrued interest, and other current liabilities |
3,371 |
|
865 |
|
4,236 |
| ||||||
Cash flows from investing activities: |
||||||||||||
Cash paid to SunEdison and third parties for solar generation facility construction |
(816,682 |
) |
(236,189 |
) |
(1,052,871 |
) | ||||||
Deposit for acquisition of Call Right Projects |
(34,000 |
) |
34,000 |
|
— |
| ||||||
Cash flows from financing activities: |
||||||||||||
Borrowings of long-term debt |
399,806 |
|
62,111 |
|
461,917 |
| ||||||
Principal payments on long-term debt |
(341,336 |
) |
1,766 |
|
(339,570 |
) | ||||||
Net increase in cash and cash equivalents |
467,513 |
|
427 |
|
467,940 |
| ||||||
Effect of exchange rate changes on cash and cash equivalents |
(164 |
) |
(266 |
) |
(430 |
) | ||||||
Cash and cash equivalents at end of period |
468,393 |
|
161 |
|
468,554 |
|
Three Months Ended March 31, | |||||||
(In thousands, unaudited) |
2015 |
2014 | |||||
Total operating revenues, net |
$ |
39,851 |
|
$ |
58,281 |
| |
Net loss |
6,987 |
|
21,987 |
|
2015 Preliminary |
2014 Preliminary |
2014 Final |
Total Allocation | ||||||||||||||||||||
(In thousands) |
First Wind |
Mt. Signal |
Capital Dynamics |
Other |
Other |
||||||||||||||||||
Property and equipment |
$ |
803,103 |
|
$ |
649,005 |
|
$ |
216,771 |
|
$ |
102,788 |
|
$ |
150,934 |
|
$ |
1,922,601 |
| |||||
Accounts receivable |
9,378 |
|
11,617 |
|
2,309 |
|
7,100 |
|
2,380 |
|
32,784 |
| |||||||||||
Restricted cash |
6,630 |
|
22,165 |
|
15 |
|
5,564 |
|
9,156 |
|
43,530 |
| |||||||||||
Deferred income taxes |
— |
|
— |
|
21,118 |
|
— |
|
— |
|
21,118 |
| |||||||||||
Other assets |
68,671 |
|
12,621 |
|
1,490 |
|
1,455 |
|
3,896 |
|
88,133 |
| |||||||||||
Intangible assets |
125,671 |
|
117,925 |
|
71,859 |
|
21,656 |
|
105,361 |
|
442,472 |
| |||||||||||
Total assets acquired |
1,013,453 |
|
813,333 |
|
313,562 |
|
138,563 |
|
271,727 |
|
2,550,638 |
| |||||||||||
Long-term debt |
59,816 |
|
413,464 |
|
— |
|
65,084 |
|
72,930 |
|
611,294 |
| |||||||||||
Accounts payable, accrued expenses and other current liabilities |
9,934 |
|
24,813 |
|
1,194 |
|
3,499 |
|
1,286 |
|
40,726 |
| |||||||||||
Asset retirement obligations |
12,403 |
|
4,656 |
|
13,073 |
|
6,622 |
|
10,752 |
|
47,506 |
| |||||||||||
Deferred income taxes |
— |
|
— |
|
25,191 |
|
990 |
|
— |
|
26,181 |
| |||||||||||
Total liabilities assumed |
82,153 |
|
442,933 |
|
39,458 |
|
76,195 |
|
84,968 |
|
725,707 |
| |||||||||||
Non-controlling interest |
120,864 |
|
78,745 |
|
16,600 |
|
2,850 |
|
1,400 |
|
220,459 |
| |||||||||||
Purchase price, net of cash acquired |
$ |
810,436 |
|
$ |
291,655 |
|
$ |
257,504 |
|
$ |
59,518 |
|
$ |
185,359 |
|
$ |
1,604,472 |
|
(in thousands) |
As of March 31, 2015 | |||
Current assets |
$ |
19,424 |
| |
Property, plant and equipment |
274,685 |
| ||
Non-current assets |
24,912 |
| ||
Total assets acquired |
319,021 |
| ||
Long-term debt |
174,467 |
| ||
Other liabilities |
71,592 |
| ||
Total liabilities assumed |
246,059 |
| ||
Net assets acquired |
$ |
72,962 |
| |
Cash Paid |
$ |
89,621 |
| |
Adjustments to equity reflected as distribution to non-controlling interests |
16,659 |
|
|
March 31, 2015 |
December 31, 2014 | ||||||
(In thousands) |
|
| ||||||
Renewable energy facilities |
$ |
3,404,264 |
|
$ |
2,220,401 |
| ||
Less accumulated depreciation - renewable energy facilities |
(74,957 |
) |
(50,080 |
) | ||||
Property and equipment, net |
3,329,307 |
|
2,170,321 |
| ||||
Construction in progress - renewable energy facilities |
100,323 |
|
384,583 |
| ||||
Total property and equipment |
$ |
3,429,630 |
|
$ |
2,554,904 |
|
(In thousands, except weighted average amortization period) |
Weighted Average Amortization Period |
Gross Carrying Amount |
Accumulated Amortization |
Accumulated Currency Translation Adjustment |
Net Book Value | |||||||||||||
Energy revenue contracts |
20 years |
$ |
463,636 |
|
$ |
(5,329 |
) |
$ |
(3,379 |
) |
$ |
454,928 |
|
(In thousands, except weighted average amortization period) |
Weighted Average Amortization Period |
Gross Carrying Amount |
Accumulated Amortization |
Accumulated Currency Translation Adjustment |
Net Book Value | |||||||||||||
Energy revenue contracts |
21 years |
$ |
371,765 |
|
$ |
(6,169 |
) |
$ |
(3,923 |
) |
$ |
361,673 |
|
(In thousands) |
March 31, 2015 |
December 31, 2014 | ||||||
Current assets |
$ |
64,973 |
|
$ |
69,955 |
| ||
Noncurrent assets |
1,803,709 |
|
1,756,276 |
| ||||
Total assets |
$ |
1,868,682 |
|
$ |
1,826,231 |
| ||
Current liabilities |
$ |
57,898 |
|
$ |
64,324 |
| ||
Noncurrent liabilities |
729,644 |
|
707,989 |
| ||||
Total liabilities |
$ |
787,542 |
|
$ |
772,313 |
|
(in thousands, except rates) Description: |
March 31, 2015 |
December 31, 2014 |
Interest Type |
Current Interest Rate % |
Financing Type | |||||||||
Corporate-level long-term debt: |
||||||||||||||
Term Loan, due 2019 |
$ |
— |
|
$ |
573,500 |
|
Variable |
5.3 (1) |
Term debt | |||||
Senior Notes, due 2023 |
800,000 |
|
— |
|
Fixed |
5.9 |
Senior notes | |||||||
Revolver |
150,000 |
|
— |
|
Variable |
2.7 |
Revolving loan | |||||||
Project-level long-term debt: |
||||||||||||||
Permanent financing |
882,865 |
|
886,149 |
|
(2) |
6.1 (3) |
Term debt / Senior notes | |||||||
Construction financing |
212,072 |
|
97,518 |
|
Variable |
2.9 (3) |
Construction debt | |||||||
Financing lease obligations |
154,716 |
|
93,981 |
|
Imputed |
5.1 (3) |
Financing lease obligations | |||||||
Total Principal long-term debt and financing lease obligations |
$ |
2,199,653 |
|
$ |
1,651,148 |
|
5.9 (3) |
|||||||
Less current maturities |
(229,517 |
) |
(84,104 |
) |
||||||||||
Net unamortized (discount) premium |
(4,975 |
) |
1,473 |
|
||||||||||
Long-term debt and financing lease obligations, less current portion |
$ |
1,965,161 |
|
$ |
1,568,517 |
|
(In thousands) |
Remainder of 2015 (1) |
2016 (2) |
2017 |
2018 |
2019 |
Thereafter |
Total | ||||||||||||||||||||
Maturities of long-term debt as of March 31, 2015 |
$ |
227,879 |
|
$ |
264,521 |
|
$ |
37,902 |
|
$ |
39,337 |
|
$ |
50,104 |
|
$ |
1,579,910 |
|
$ |
2,199,653 |
|
Three Months Ended March 31, | ||||||||
(In thousands, except effective tax rate) |
2015 |
2014 | ||||||
Loss before income tax benefit |
$ |
(83,705 |
) |
$ |
(1,538 |
) | ||
Income tax benefit |
(45 |
) |
(457 |
) | ||||
Effective tax rate |
0.1 |
% |
29.7 |
% |
Fair Value of Derivative Instruments |
||||||||||||||||||||||||||||
Hedging Contracts |
Derivatives Not Designated as Hedges |
|||||||||||||||||||||||||||
(In thousands) |
Interest Rate Swaps |
Interest Rate Swaps |
Foreign Currency Contracts |
Commodity Contracts |
Gross Amounts of Assets/Liabilities Recognized |
Gross Amounts Offset in Consolidated Balance Sheet |
Net Amounts in Consolidated Balance Sheet | |||||||||||||||||||||
As of March 31, 2015 |
||||||||||||||||||||||||||||
Prepaid expenses and other current assets |
$ |
— |
|
$ |
— |
|
$ |
2,669 |
|
$ |
8,482 |
|
$ |
11,151 |
|
$ |
(1,155 |
) |
$ |
9,996 |
| |||||||
Other assets |
— |
|
— |
|
1,861 |
|
31,970 |
|
33,831 |
|
(781 |
) |
33,050 |
| ||||||||||||||
Total assets |
$ |
— |
|
$ |
— |
|
$ |
4,530 |
|
$ |
40,452 |
|
$ |
44,982 |
|
$ |
(1,936 |
) |
$ |
43,046 |
| |||||||
Accounts payable and other current liabilities |
$ |
845 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
845 |
|
$ |
— |
|
$ |
845 |
| |||||||
Other long-term liabilities |
470 |
|
1,381 |
|
3,711 |
|
— |
|
5,562 |
|
(1,936 |
) |
3,626 |
| ||||||||||||||
Total liabilities |
$ |
1,315 |
|
$ |
1,381 |
|
$ |
3,711 |
|
$ |
— |
|
$ |
6,407 |
|
$ |
(1,936 |
) |
$ |
4,471 |
| |||||||
As of December 31, 2014 |
||||||||||||||||||||||||||||
Prepaid expenses and other current assets |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
| |||||||
Other assets |
— |
|
— |
|
1,811 |
|
— |
|
1,811 |
|
— |
|
1,811 |
| ||||||||||||||
Total assets |
$ |
— |
|
$ |
— |
|
$ |
1,811 |
|
$ |
— |
|
$ |
1,811 |
|
$ |
— |
|
$ |
1,811 |
| |||||||
Accounts payable and other current liabilities |
$ |
1,925 |
|
$ |
1,279 |
|
$ |
685 |
|
$ |
— |
|
$ |
3,889 |
|
$ |
— |
|
$ |
3,889 |
| |||||||
Other long-term liabilities |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
| ||||||||||||||
Total liabilities |
$ |
1,925 |
|
$ |
1,279 |
|
$ |
685 |
|
$ |
— |
|
$ |
3,889 |
|
$ |
— |
|
$ |
3,889 |
|
Notional Amount as of | ||||||||
(In thousands) |
March 31, 2015 |
December 31, 2014 | ||||||
Derivatives designated as hedges: |
||||||||
Interest rate swaps (USD) |
$ |
50,150 |
|
$ |
349,213 |
| ||
Derivatives not designated as hedges: |
||||||||
Interest rate swaps (USD) |
16,857 |
|
16,861 |
| ||||
Foreign currency contracts (GBP) |
56,348 |
|
58,710 |
| ||||
Foreign currency contracts (CAD) |
25,097 |
|
25,415 |
| ||||
Commodity contracts (MWhs) |
2,248 |
|
— |
|
Three Months Ended March 31, | ||||||||||
(In thousands) |
Location of Loss Recognized in Income |
2015 |
2014 | |||||||
Interest rate swaps |
Interest expense, net |
$ |
236 |
|
$ |
— |
| |||
Foreign currency contracts |
Loss on foreign currency exchange, net |
97 |
|
— |
| |||||
Commodity contracts |
Operating revenues, net |
4,259 |
|
— |
|
Three Months Ended March 31, | |||||||||||||||||||||||
Loss Recognized in Other Comprehensive Income (Effective Portion) |
Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) |
Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) |
Amount of Loss Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ||||||||||||||||||||
(In thousands) |
2015 |
2014 |
2015 |
2014 |
2015 |
2014 | |||||||||||||||||
Interest rate swaps |
$ |
2,248 |
|
$ |
— |
|
Interest expense, net |
$ |
2,857 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
As of March 31, 2015 |
As of December 31, 2014 | |||||||||||||||
(In thousands) |
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value | ||||||||||||
Long-term debt, including current portion |
$ |
2,194,678 |
|
$ |
2,249,970 |
|
$ |
1,652,621 |
|
$ |
1,659,883 |
|
(In thousands) |
As of March 31, 2015 |
As of December 31, 2014 | |||||||||||||||||||||||||||||
Assets |
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total | |||||||||||||||||||||||
Foreign currency contracts |
$ |
— |
|
$ |
2,594 |
|
$ |
— |
|
$ |
2,594 |
|
$ |
— |
|
$ |
1,811 |
|
$ |
— |
|
$ |
1,811 |
| |||||||
Commodity contracts |
— |
|
$ |
40,452 |
|
$ |
— |
|
40,452 |
|
— |
|
— |
|
— |
|
— |
| |||||||||||||
Total derivative assets |
$ |
— |
|
$ |
43,046 |
|
$ |
— |
|
$ |
43,046 |
|
$ |
— |
|
$ |
1,811 |
|
$ |
— |
|
$ |
1,811 |
| |||||||
Liabilities |
|||||||||||||||||||||||||||||||
Interest rate swaps |
$ |
— |
|
$ |
2,696 |
|
$ |
— |
|
$ |
2,696 |
|
$ |
— |
|
$ |
3,204 |
|
$ |
— |
|
$ |
3,204 |
| |||||||
Foreign currency contracts |
— |
|
1,775 |
|
— |
|
1,775 |
|
— |
|
685 |
|
— |
|
685 |
| |||||||||||||||
Total derivative liabilities |
$ |
— |
|
$ |
4,471 |
|
$ |
— |
|
$ |
4,471 |
|
$ |
— |
|
$ |
3,889 |
|
$ |
— |
|
$ |
3,889 |
|
Shares: |
Number Outstanding |
Shareholder(s) | |||
Class A common stock |
55,951,690 |
|
* | ||
Class B common stock |
62,726,654 |
|
SunEdison | ||
Class B1 common stock |
5,840,000 |
|
Riverstone | ||
Total Shares |
124,518,344 |
|
Number of RSAs Outstanding |
Weighted Average Grant Date Fair Value Per Share | ||||||
Balance at January 1, 2015 |
4,876,567 |
|
$ |
1.12 |
| ||
Granted |
— |
|
— |
| |||
Forfeited |
(132,588 |
) |
0.68 |
| |||
Modified |
66,294 |
|
35.05 |
| |||
Balance at March 31, 2015 |
4,810,273 |
|
$ |
1.60 |
|
Number of RSUs Outstanding |
Weighted Average Grant Date Fair Value Per Share | ||||||
Balance at January 1, 2015 |
825,943 |
|
$ |
27.37 |
| ||
Granted |
1,104,200 |
|
34.01 |
| |||
Balance at March 31, 2015 |
1,930,143 |
|
$ |
31.17 |
|
Number of Options Outstanding |
Weighted Average Exercise Price Per Share |
Aggregate Intrinsic Value (in thousands) | |||||||||
Balance at January 1, 2015 |
150,000 |
|
$ |
29.31 |
|
||||||
Granted |
— |
|
— |
|
|||||||
Balance at March 31, 2015 |
150,000 |
|
$ |
29.31 |
|
$ |
1,080 |
| |||
Options exercisable at March 31, 2015 |
18,750 |
|
$ |
29.31 |
|
$ |
135 |
|
Weighted average number of shares (in thousands): |
Three Months Ended March 31, 2015 | ||
Class A common stock - Basic and diluted |
49,694 |
|
Three Months Ended March 31, 2015 |
|||||||||
(In thousands, except per share amounts) |
Basic |
Diluted (1) |
|||||||
EPS Numerator: |
|||||||||
Net loss attributable to Class A Common stock shareholders |
$ |
(28,116 |
) |
$ |
(28,116 |
) |
|||
EPS Denominator: |
|||||||||
Weighted-average shares outstanding |
49,694 |
|
49,694 |
|
|||||
Loss per share |
$ |
(0.57 |
) |
$ |
(0.57 |
) |
(in thousands) |
March 31, 2015 |
December 31, 2014 | ||||||
Non-controlling interests in Terra LLC (1): |
||||||||
SunEdison |
$ |
788,568 |
|
$ |
722,342 |
| ||
Riverstone |
73,418 |
|
65,376 |
| ||||
Total non-controlling interests in Terra LLC |
861,986 |
|
787,718 |
| ||||
Total non-controlling interests in renewable energy facilities |
290,628 |
|
256,811 |
| ||||
Total non-controlling interests |
$ |
1,152,614 |
|
$ |
1,044,529 |
|
Redeemable Non-controlling Interests | ||||||||||||
Capital |
Accumulated Deficit |
Total | ||||||||||
Balance at January 1, 2015 |
$ |
24,338 |
|
$ |
— |
|
$ |
24,338 |
| |||
Consolidation of redeemable non-controlling interests in acquired projects |
1,348 |
|
— |
|
1,348 |
| ||||||
Sale of membership interests in projects |
403 |
|
— |
|
403 |
| ||||||
Distributions |
(716 |
) |
— |
|
(716 |
) | ||||||
Net loss |
— |
|
(169 |
) |
(169 |
) | ||||||
Balance at March 31, 2015 |
$ |
25,373 |
|
$ |
(169 |
) |
$ |
25,204 |
|
• |
Terra LLC has made cash distributions to the holders of its Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units in an amount equal to the Minimum Quarterly Distribution; and |
• |
Terra LLC has distributed cash to holders of Class A units and holders of Class B1 units in an amount necessary to eliminate any arrearages in payment of the Minimum Quarterly Distribution; |
• |
first, to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, until each holder receives a total of $0.3386 per unit for that quarter (the “First Target Distribution”) (150.0% of the Minimum Quarterly Distribution); |
• |
second, 85.0% to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, and 15.0% to the holders of the IDRs, until each holder of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units receives a total of $0.3950 per unit for that quarter (the “Second Target Distribution”) (175.0% of the Minimum Quarterly Distribution); |
• |
third, 75.0% to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, and 25.0% to the holders of the IDRs, until each holder of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units receives a total of $0.4514 per unit for that quarter (the “Third Target Distribution”) (200.0% of the Minimum Quarterly Distribution); and |
• |
thereafter, 50.0% to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, and 50.0% to the holders of the IDRs. |
Three Months Ended |
Three Months Ended | |||||||||||||||||||||||||
March 31, 2015 |
March 31, 2014 | |||||||||||||||||||||||||
(In thousands) |
Solar |
Wind (1) |
Corporate |
Total |
Solar |
Wind |
Corporate |
Total | ||||||||||||||||||
Operating revenues, net |
$ |
48,370 |
|
$ |
22,145 |
|
$ |
— |
|
$ |
70,515 |
|
$ |
11,880 |
|
$ |
— |
|
$ |
— |
|
$ |
11,880 |
| ||
Depreciation, accretion and amortization |
25,755 |
|
6,136 |
|
— |
|
31,891 |
|
3,241 |
|
— |
|
— |
|
3,241 |
| ||||||||||
Other operating costs and expenses |
15,007 |
|
13,013 |
|
22,567 |
|
50,587 |
|
910 |
|
— |
|
1,590 |
|
2,500 |
| ||||||||||
Interest expense, net |
16,338 |
|
757 |
|
19,760 |
|
36,855 |
|
6,555 |
|
— |
|
527 |
|
7,082 |
| ||||||||||
Other non-operating expenses |
426 |
|
8,435 |
|
26,026 |
|
34,887 |
|
595 |
|
— |
|
— |
|
595 |
| ||||||||||
Income tax benefit (2) |
— |
|
— |
|
(45 |
) |
(45 |
) |
— |
|
— |
|
(457 |
) |
(457 |
) | ||||||||||
Net loss |
$ |
(9,156 |
) |
$ |
(6,196 |
) |
$ |
(68,308 |
) |
$ |
(83,660 |
) |
$ |
579 |
|
$ |
— |
|
$ |
(1,660 |
) |
$ |
(1,081 |
) | ||
Balance Sheet |
||||||||||||||||||||||||||
Total assets (3) |
$ |
3,198,075 |
|
$ |
995,889 |
|
$ |
171,654 |
|
$ |
4,365,618 |
|
$ |
3,072,250 |
|
$ |
— |
|
$ |
514,170 |
|
$ |
3,586,420 |
|
(In thousands) |
Foreign Currency Translation Adjustments |
Hedging Activities |
Accumulated Other Comprehensive Loss | |||||||||
Accumulated other comprehensive loss attributable to TerraForm Power, Inc. Class A Stockholders, December 31, 2014 |
$ |
(1,149 |
) |
$ |
(488 |
) |
$ |
(1,637 |
) | |||
Net unrealized losses arising during the period |
(3,275 |
) |
(2,248 |
) |
(5,523 |
) | ||||||
Reclassification of net losses to net income: |
||||||||||||
Interest expense, net |
— |
|
2,857 |
|
2,857 |
| ||||||
Other comprehensive (loss) income |
$ |
(3,275 |
) |
$ |
609 |
|
$ |
(2,666 |
) | |||
Accumulated other comprehensive (loss) income |
(4,424 |
) |
121 |
|
(4,303 |
) | ||||||
Other comprehensive (loss) income attributable to non-controlling interests |
(1,862 |
) |
168 |
|
(1,694 |
) | ||||||
Accumulated other comprehensive loss attributable to TerraForm Power, Inc. Class A Stockholders, March 31, 2015 |
$ |
(2,562 |
) |
$ |
(47 |
) |
$ |
(2,609 |
) |
(In thousands) |
Before Tax |
Tax Effect |
Net of Tax | |||||||||
Foreign currency translation adjustments: |
||||||||||||
Net unrealized losses arising during the period |
$ |
(3,275 |
) |
$ |
— |
|
$ |
(3,275 |
) | |||
Hedging activities: |
||||||||||||
Net unrealized losses arising during the period |
(2,248 |
) |
— |
|
(2,248 |
) | ||||||
Reclassification of net losses into earnings |
2,857 |
|
— |
|
2,857 |
| ||||||
Net change |
609 |
|
— |
|
609 |
| ||||||
Other comprehensive loss |
$ |
(2,666 |
) |
$ |
— |
|
$ |
(2,666 |
) | |||
Less: other comprehensive loss attributable to non-controlling interests, net of tax |
(1,694 |
) | ||||||||||
Other comprehensive loss attributable to TerraForm Power, Inc. Class A stockholders |
$ |
(972 |
) |
Weighted Average Remaining Duration of PPA (Years) | |||||||||
Nameplate Capacity (MW) (1) |
Number of Sites |
||||||||
Description |
|||||||||
Portfolio as of December 31, 2014 (5) |
986.2 |
|
396 |
|
19 |
| |||
First Quarter 2015 Activity: |
|||||||||
Acquisition of First Wind facilities |
521.1 |
|
16 |
|
10 |
| |||
Acquisition of U.K. Call Rights |
152.0 |
|
10 |
|
15 |
| |||
Additions to DG 2014 Portfolio 1 |
6.2 |
|
5 |
|
16 |
| |||
Additions to DG 2015 Portfolio 2 |
8.8 |
|
3 |
|
20 |
| |||
Changes to existing facilities (2) |
0.2 |
|
N/A |
|
N/A |
| |||
Total Portfolio as of March 31, 2015 (3) |
1,674.5 |
|
430 |
|
16 |
| |||
Second Quarter 2015 Activity (4): |
|||||||||
Additions of U.K. Call Rights |
23.5 |
|
2 |
|
15 |
| |||
Additions to DG 2015 Portfolio 2 |
3.2 |
|
1 |
|
20 |
| |||
Acquisition of Moose Power facilities |
1.7 |
|
3 |
|
19 |
| |||
Total Portfolio as of May 1, 2015 (5) |
1,703.0 |
|
436 |
|
16 |
|
Facility Type / Location |
Nameplate Capacity (MW) (1) |
Number of Sites |
Weighted Average Remaining Duration of PPA (Years) (2) | ||||||
Distributed Generation: |
|||||||||
Solar: |
|||||||||
U.S. |
298.7 |
|
379 |
|
18 |
| |||
Canada |
5.5 |
|
10 |
|
18 |
| |||
Total Distributed Generation |
304.2 |
|
389 |
|
18 |
| |||
Utility-scale: |
|||||||||
Solar: |
|||||||||
U.S. |
425.8 |
|
10 |
|
22 |
| |||
Canada |
33.9 |
|
2 |
|
20 |
| |||
U.K. |
337.4 |
|
23 |
|
14 |
| |||
Chile |
101.6 |
|
1 |
|
19 |
| |||
Wind: |
|||||||||
U.S. |
500.0 |
|
12 |
|
10 |
| |||
Total Utility-scale |
1,398.8 |
|
48 |
|
15 |
| |||
Total Renewable Energy Facilities |
1,703.0 |
|
437 |
|
16 |
|
Facility Type / Location |
Nameplate Capacity (MW) (1) |
Number of Sites | ||||
Distributed Generation: |
||||||
Solar: |
||||||
U.S. |
280.1 |
|
214 |
| ||
Canada |
12.0 |
|
25 |
| ||
Total Distributed Generation |
292.1 |
|
239 |
| ||
Utility-scale: |
||||||
Solar: |
||||||
U.S. |
1,868.8 |
|
30 |
| ||
Canada |
3.0 |
|
18 |
| ||
U.K. |
58.8 |
|
4 |
| ||
Chile |
135.7 |
|
2 |
| ||
Wind: |
||||||
U.S. |
1,204.0 |
|
8 |
| ||
Total Utility-scale |
3,270.4 |
|
62 |
| ||
Total Renewable Energy Facilities |
3,562.4 |
|
301 |
|
Three Months Ended March 31, | ||||||||
(In thousands) |
2015 |
2014 | ||||||
Net (loss) income |
$ |
(83,660 |
) |
$ |
(1,081 |
) | ||
Interest expense, net (a) |
36,855 |
|
7,082 |
| ||||
Income tax benefit |
(45 |
) |
(457 |
) | ||||
Depreciation, accretion and amortization (b) |
31,555 |
|
3,241 |
| ||||
General and administrative - affiliate (c) |
6,027 |
|
1,590 |
| ||||
Stock-based compensation |
5,144 |
|
— |
| ||||
Acquisition and related costs, including affiliate (d) |
14,158 |
|
— |
| ||||
Other non-operating general and administrative expenses related to financing transactions (e) |
823 |
|
— |
| ||||
Unrealized loss on derivatives (f) |
4,302 |
|
— |
| ||||
Loss on extinguishment of debt, net (g) |
20,038 |
|
— |
| ||||
Non-recurring facility-level non-controlling interest member transaction fees (h) |
2,753 |
|
— |
| ||||
Loss on foreign currency exchange, net (i) |
14,369 |
|
595 |
| ||||
Adjusted EBITDA |
$ |
52,319 |
|
|
$ |
10,970 |
|
(a) |
In connection with the amended Interest Payment Agreement between SunEdison and the Company, SunEdison will pay a portion of each scheduled interest payment on the Senior Notes, beginning with the first scheduled interest payment on August 1, 2015 and continuing through the scheduled interest payment on August 1, 2017, up to a maximum aggregate amount of $48.0 million, taking into account amounts paid under the original Interest Payment Agreement since the completion of our IPO. During the three months ended March 31, 2015, the Company received an equity contribution of $4.0 million from SunEdison pursuant to the Interest Payment Agreement. |
(b) |
Includes $336 of net amortization of intangible assets related to above market rate and below market rate energy revenue contracts included within operating revenues for the three months ended March 31, 2015. |
(c) |
Represents the non-cash allocation of SunEdison's corporate overhead. In conjunction with the closing of the IPO on July 23, 2014, we entered into the Management Services Agreement with SunEdison, pursuant to which SunEdison provides or arranges for other service providers to provide management and administrative services to us. Cash payments to SunEdison for these services during the three months ended March 31, 2015 totaled $0.7 million. The cash fees payable to SunEdison will be capped at $4.0 million in 2015, $7.0 million in 2016, and $9.0 million in 2017. The amount of general and administrative expenses in excess of the fees paid to SunEdison in each year will be treated as an addback in the reconciliation of net income (loss) to Adjusted EBITDA. |
(d) |
Represents transaction related costs, including affiliate acquisition costs, associated with the acquisitions completed during the three months ended March 31, 2015. There were no such costs during the same period in the prior years. |
(e) |
Represents non-operating fees and expenses related to our debt and equity financing transactions. |
(f) |
Represents the change in the fair value of commodity contracts not designated as hedges. |
(g) |
We recognized a net loss on extinguishment of debt of $20.0 million for the three months ended March 31, 2015 due primarily to the early termination of the Term Loan and its related interest rate swap, the exchange of the previous revolver to the Revolver and prepayment of premium paid in conjunction with the payoff of First Wind indebtedness at the acquisition date. There was no such loss during the same period in the prior year. |
(h) |
Represents non-recurring plant-level professional fees attributable to tax equity transactions entered into during the three months ended March 31, 2015. |
(i) |
We incurred a net loss on foreign currency exchange of $14.4 million and $595 for the three months ended March 31, 2015 and 2014, respectively. The loss during the three months ended March 31, 2015 was primarily driven by unrealized losses on the remeasurement of intercompany loans which are denominated in British pounds. |
Three Months Ended March 31, | ||||||||
(In thousands) |
2015 |
2014 | ||||||
Adjustments to reconcile net cash used in operating activities to cash available for distribution: |
||||||||
Net cash used in operating activities |
$ |
(10,609 |
) |
$ |
(20,611 |
) | ||
Changes in assets and liabilities |
10,544 |
|
22,945 |
| ||||
Deposits into/withdrawals from restricted cash accounts |
2,685 |
|
568 |
| ||||
Cash distributions to non-controlling interests |
(9,349 |
) |
— |
| ||||
Scheduled project-level and other debt service and repayments |
(1,246 |
) |
(538 |
) | ||||
Contributions received pursuant to agreements with SunEdison |
6,153 |
|
— |
| ||||
Other: |
||||||||
Acquisition and related costs, including affiliates |
14,158 |
|
— |
| ||||
Change in accrued interest |
8,718 |
|
7,082 |
| ||||
General and administrative - affiliate (a) |
6,694 |
|
1,590 |
| ||||
Non-recurring facility-level non-controlling interest member transaction fees |
2,753 |
|
— |
| ||||
First Wind economic ownership adjustment (b) |
7,211 |
|
— |
| ||||
Other |
1,488 |
|
(384 |
) | ||||
Estimated cash available for distribution |
$ |
39,200 |
|
$ |
10,652 |
|
(a) |
Represents the non-cash allocation of SunEdison's corporate overhead. In conjunction with the closing of the IPO on July 23, 2014, we entered into the Management Services Agreement with SunEdison, pursuant to which SunEdison provides or arranges for other service providers to provide management and administrative services to us. Cash payments to SunEdison for these services during the three months ended March 31, 2015 totaled $0.7 million. The cash fees payable to SunEdison will be capped at $4.0 million in 2015, $7.0 million in 2016, and $9.0 million in 2017. The amount of general and administrative expenses in excess of the fees paid to SunEdison in each year will be treated as an addback in the reconciliation of net cash used in operating activities to estimated cash available for distribution. |
(b) |
Per the terms of the First Wind acquisition, TerraForm received economic ownership of the First Wind operating assets effective January 1, 2015. This amount represents the CAFD that accrued to TerraForm Power from January 1, 2015 through January 29, 2015, the day of close of the acquisition |
|
Three Months Ended March 31, | |||||||
(In thousands) |
2015 |
2014 | ||||||
Operating revenues, net |
$ |
70,515 |
|
$ |
11,880 |
| ||
Operating costs and expenses: |
||||||||
Cost of operations |
16,820 |
|
460 |
| ||||
Cost of operations - affiliate |
3,643 |
|
352 |
| ||||
General and administrative |
9,939 |
|
98 |
| ||||
General and administrative - affiliate |
6,027 |
|
1,590 |
| ||||
Acquisition and related costs |
13,722 |
|
— |
| ||||
Acquisition and related costs - affiliate |
436 |
|
— |
| ||||
Depreciation, accretion and amortization |
31,891 |
|
3,241 |
| ||||
Total operating costs and expenses |
82,478 |
|
5,741 |
| ||||
Operating (loss) income |
(11,963 |
) |
6,139 |
| ||||
Other expenses: |
||||||||
Interest expense, net |
36,855 |
|
7,082 |
| ||||
Loss on extinguishment of debt, net |
20,038 |
|
— |
| ||||
Loss on foreign currency exchange, net |
14,369 |
|
595 |
| ||||
Other, net |
480 |
|
— |
| ||||
Total other expenses, net |
71,742 |
|
7,677 |
| ||||
Loss before income tax benefit |
(83,705 |
) |
(1,538 |
) | ||||
Income tax benefit |
(45 |
) |
(457 |
) | ||||
Net loss |
(83,660 |
) |
(1,081 |
) | ||||
Less: Predecessor loss prior to initial public offering on July 23, 2014 |
— |
|
(720 |
) | ||||
Less: Net loss attributable to redeemable non-controlling interests |
(169 |
) |
— |
| ||||
Less: Net loss attributable to non-controlling interests |
(55,375 |
) |
(361 |
) | ||||
Net loss attributable to TerraForm Power, Inc. Class A common stockholders |
$ |
(28,116 |
) |
$ |
— |
|
|
Three Months Ended March 31, |
|||||||||||
Operating Revenues, net (in thousands, other than MW data) |
2015 |
2014 |
Change | |||||||||
Energy: |
||||||||||||
Solar |
$ |
35,708 |
|
$ |
10,174 |
|
$ |
25,534 |
| |||
Wind |
15,196 |
|
— |
|
15,196 |
| ||||||
Incentives including affiliates: |
||||||||||||
Solar |
12,662 |
|
1,706 |
|
10,956 |
| ||||||
Wind |
6,949 |
|
— |
|
6,949 |
| ||||||
Total operating revenues, net |
$ |
70,515 |
|
$ |
11,880 |
|
$ |
58,635 |
| |||
MWh Sold |
601,821 |
|
58,116 |
|
||||||||
Nameplate Megawatt Capacity (MW) (1) |
1,674.5 |
|
162.6 |
|
(In thousands) |
Solar |
Wind |
Total | |||||||||
Increase in energy revenues from projects achieving commercial operations |
$ |
2,831 |
|
$ |
— |
|
$ |
2,831 |
| |||
Increase in energy revenues from acquisitions of operating renewable energy facilities from third parties |
17,355 |
|
15,196 |
|
32,551 |
| ||||||
Increase in energy revenues from acquisitions of Call Right Projects from SunEdison |
1,451 |
|
— |
|
1,451 |
| ||||||
Amortization of acquired PPA intangible assets |
336 |
|
336 |
| ||||||||
Existing renewable energy facility energy revenue |
3,561 |
|
— |
|
3,561 |
| ||||||
$ |
25,534 |
|
$ |
15,196 |
|
$ |
40,730 |
|
(In thousands) |
Solar |
Wind |
Total | |||||||||
Increase in incentive revenues from projects achieving commercial operations |
$ |
2,887 |
|
$ |
— |
|
$ |
2,887 |
| |||
Increase in incentive revenues from acquisitions of operating renewable energy facilities from third parties |
7,712 |
|
6,949 |
|
14,661 |
| ||||||
Increase in incentive revenues from acquisitions of Call Right Projects from SunEdison |
844 |
|
— |
|
844 |
| ||||||
Existing renewable energy facility incentive revenue |
(487 |
) |
— |
|
(487 |
) | ||||||
$ |
10,956 |
|
$ |
6,949 |
|
$ |
17,905 |
|
Three Months Ended March 31, |
||||||||||||
Cost of operations (in thousands) |
2015 |
2014 |
Change | |||||||||
Cost of operations: |
||||||||||||
Solar |
$ |
6,972 |
|
$ |
460 |
|
$ |
6,512 |
| |||
Wind |
9,848 |
|
— |
|
9,848 |
| ||||||
Cost of operations - affiliate: |
||||||||||||
Solar |
3,643 |
|
352 |
|
3,291 |
| ||||||
Wind |
— |
|
— |
|
— |
| ||||||
Total cost of operations |
$ |
20,463 |
|
$ |
812 |
|
$ |
19,651 |
|
(In thousands) |
Solar |
Wind |
Total | |||||||||
Increase in cost of operations relating to projects achieving commercial operations |
$ |
1,505 |
|
$ |
— |
|
$ |
1,505 |
| |||
Increase in cost of operations relating to acquisitions of operating renewable energy facilities from third parties |
3,572 |
|
9,848 |
|
13,420 |
| ||||||
Increase in cost of operations relating to acquisitions of Call Right Projects from SunEdison |
686 |
|
— |
|
686 |
| ||||||
Existing renewable energy facility cost of operations |
749 |
|
— |
|
749 |
| ||||||
$ |
6,512 |
|
$ |
9,848 |
|
$ |
16,360 |
|
(In thousands) |
Solar |
Wind |
Total | |||||||||
Increase in cost of operations - affiliate relating to projects achieving commercial operations |
$ |
1,126 |
|
$ |
— |
|
$ |
1,126 |
| |||
Increase in cost of operations from acquisitions - affiliate of operating renewable energy facilities relating to third parties |
1,674 |
|
— |
|
1,674 |
| ||||||
Increase in cost of operations - affiliate relating to acquisitions of Call Right Projects from SunEdison |
383 |
|
— |
|
383 |
| ||||||
Existing renewable energy facility cost of operations - affiliate |
108 |
|
— |
|
108 |
| ||||||
$ |
3,291 |
|
$ |
— |
|
$ |
3,291 |
|
Three months ended March 31, |
||||||||||||
General and administrative (in thousands) |
2015 |
2014 |
Change | |||||||||
General and administrative: |
||||||||||||
Project-level |
$ |
3,807 |
|
$ |
98 |
|
$ |
3,709 |
| |||
Corporate |
6,132 |
|
— |
|
6,132 |
| ||||||
General and administrative - affiliate: |
||||||||||||
Corporate |
6,027 |
|
1,590 |
|
4,437 |
| ||||||
Total general and administrative |
$ |
15,966 |
|
$ |
1,688 |
|
$ |
14,278 |
|
(In thousands) |
General and administrative |
General and administrative - affiliate | ||||||
Increase due to stock-based compensation expense |
$ |
5,144 |
|
$ |
— |
| ||
Increases project-level costs related to owning more renewable energy facilities |
3,709 |
|
— |
| ||||
Increased corporate costs related to being a public company |
988 |
|
4,437 |
| ||||
Total change |
$ |
9,841 |
|
$ |
4,437 |
|
(In thousands) |
Solar |
Wind |
Total | |||||||||
Increases in depreciation, accretion and amortization relating to projects achieving commercial operations |
$ |
5,802 |
|
$ |
— |
|
$ |
5,802 |
| |||
Increases in depreciation, accretion and amortization relating to acquisitions of operating renewable energy facilities from third parties |
14,816 |
|
6,136 |
|
20,952 |
| ||||||
Increases in depreciation, accretion and amortization relating to acquisitions of Call Right Projects from SunEdison |
1,424 |
|
— |
|
1,424 |
| ||||||
Increases in depreciation, accretion and amortization relating to existing renewable energy facility revenue |
472 |
|
— |
|
472 |
| ||||||
$ |
22,514 |
|
$ |
6,136 |
|
$ |
28,650 |
|
|
Three Months Ended March 31, |
|||||||||||
(in thousands) |
2015 |
2014 |
Change | |||||||||
Corporate-level |
$ |
20,422 |
|
$ |
527 |
|
$ |
19,895 |
| |||
Project-level: |
||||||||||||
Solar |
16,089 |
|
6,555 |
|
9,534 |
| ||||||
Wind |
344 |
|
— |
|
344 |
| ||||||
Total interest expense, net |
$ |
36,855 |
|
$ |
7,082 |
|
$ |
29,773 |
|
Loss on Extinguishment of Debt |
Three Months Ended March 31, 2015 | |||
Term Loan extinguishment and related fees |
$ |
12,320 |
| |
Revolver |
1,306 |
| ||
First Wind |
6,412 |
| ||
Total net loss on extinguishment of debt |
$ |
20,038 |
|
(In thousands) |
Remainder of 2015 (1) |
2016 (2) |
2017 |
2018 |
2019 |
Thereafter |
Total | |||||||||||||||||||||
Maturities of long-term debt as of March 31, 2015 |
$ |
227,879 |
|
$ |
264,521 |
|
$ |
37,902 |
|
$ |
39,337 |
|
$ |
50,104 |
|
$ |
1,579,910 |
|
$ |
2,199,653 |
|
• |
Terra LLC has made cash distributions to the holders of its Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units in an amount equal to the Minimum Quarterly Distribution; and |
• |
Terra LLC has distributed cash to holders of Class A units and holders of Class B1 units in an amount necessary to eliminate any arrearages in payment of the Minimum Quarterly Distribution; |
• |
first, to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, until each holder receives a total of $0.3386 per unit for that quarter (the “First Target Distribution”) (150.0% of the Minimum Quarterly Distribution); |
• |
second, 85.0% to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, and 15.0% to the holders of the IDRs, until each holder of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units receives a total of $0.3950 per unit for that quarter (the “Second Target Distribution”) (175.0% of the Minimum Quarterly Distribution); |
• |
third, 75.0% to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, and 25.0% to the holders of the IDRs, until each holder of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units receives a total of $0.4514 per unit for that quarter (the “Third Target Distribution”) (200.0% of the Minimum Quarterly Distribution); and |
• |
thereafter, 50.0% to all holders of Class A units, Class B1 units and, subject to the Distribution Forbearance Provisions, Class B units, pro rata, and 50.0% to the holders of the IDRs. |
(In thousands) |
Three Months Ended March 31, |
|||||||||||
2015 |
2014 |
Change | ||||||||||
Net cash used in operating activities |
$ |
(10,609 |
) |
$ |
(20,611 |
) |
$ |
10,002 |
| |||
Net cash used in investing activities |
(918,063 |
) |
(97,403 |
) |
(820,660 |
) | ||||||
Net cash provided by financing activities |
613,542 |
|
339,460 |
|
274,082 |
|
TERRAFORM POWER, INC. | ||||||
By: |
/s/ ALEJANDRO HERNANDEZ | |||||
Date: |
May 7, 2015 |
Name: |
Alejandro ("Alex") Hernandez | |||
Title: |
Executive Vice President and Chief Financial Officer (Principal financial officer) |
Exhibit
Number |
|
Description |
31.1 |
|
Certification by the Chief Executive Officer of TerraForm Power, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 |
|
Certification by the Chief Financial Officer of TerraForm Power, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 |
|
Certification by the Chief Executive Officer and the Chief Financial Officer of TerraForm Power, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
XBRL Instance Document | |
101.SCH |
XBRL Taxonomy Extension Schema Document | |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
1 | I have reviewed this quarterly report on Form 10-Q of TerraForm Power, Inc.; |
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4 | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision; to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
By: | /s/ Carlos Domenech |
Name: | Carlos Domenech Zornoza |
Title: | President and Chief Executive Officer (Principal Executive Officer) |
1 | I have reviewed this quarterly report on Form 10-Q of TerraForm Power, Inc.; |
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4 | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision; to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
By: | /s/ Alejandro Hernandez |
Name: | Alejandro ("Alex") Hernandez |
Title: | Executive Vice President and Chief Financial Officer (Principal financial Officer) |
1 | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2 | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | /s/ Carlos Domenech Zornoza |
Name: | Carlos Domenech Zornoza |
Title: | President and Chief Executive Officer |
By: | /s/ Alejandro Hernandez |
Name: | Alejandro ("Alex") Hernandez |
Title: | Executive Vice President and Chief Financial Officer |
Delaware | 46-4780940 | |
(State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Number | Description |
4.1 | Second Amendment, dated as of May 1, 2015, to the Amended and Restated Operating Agreement of Terra LLC. |
10.1 | Joinder Agreement, dated as of May 1, 2015, by and among JPMorgan Chase Bank, N.A., Santander Bank, N.A., TerraForm Power Operating, LLC ("Borrower"), TerraForm Power, LLC, Certain Subsidairies of Borrower, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A. and Keybank National Association. |
99.1 | Press release of TerraForm Power, Inc., dated May 4, 2015, announcing additional Revolving Credit Facility commitments. |
TerraForm Power, Inc. | |||
By: | /s/ Sebastian Deschler | ||
Sebastian Deschler | |||
Senior Vice President, General Counsel and Secretary | |||
Dated: May 6, 2015 |
Exhibit Number | Description |
4.1 | Second Amendment, dated as of May 1, 2015, to the Amended and Restated Operating Agreement of Terra LLC. |
10.1 | Joinder Agreement, dated as of May 1, 2015, by and among JPMorgan Chase Bank, N.A., Santander Bank, N.A., TerraForm Power Operating, LLC ("Borrower"), TerraForm Power, LLC, Certain Subsidairies of Borrower, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A. and Keybank National Association. |
99.1 | Press release of TerraForm Power, Inc., dated May 4, 2015, announcing additional Revolving Credit Facility commitments. |
1. | Definition of "CAFD Forbearance Threshold". The definition of "CAFD Forbearance Threshold" in the LLC Agreement is replaced in its entirety with the following: |
2. | Section 4.1(c). Section 4.1(c) in the LLC Agreement is replaced in its entirety with the following: |
3. | Benefit of Agreement. This Amendment is solely for the benefit of the Members, and no other Person shall have any rights under, or because of the existence of, this Amendment. |
4. | Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles. |
5. | Captions. The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment. |
6. | Reference to the LLC Agreement. Any and all notices, requests, certificates and other documents or instruments executed and delivered concurrently with or after the execution and delivery of this Amendment may refer to the LLC Agreement without making specific reference to this Amendment, but all such references shall be deemed to include this Amendment, unless the context shall otherwise require. |
7. | Effectiveness of the LLC Agreement. Except as expressly provided herein, nothing in this Amendment shall be deemed to waive or modify any of the provisions of the LLC Agreement. In the event of any conflict between the LLC Agreement and this Amendment, this Amendment shall prevail. |
8. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same instrument. Any counterpart may be delivered by facsimile transmission or by electronic communication in portable document format (.pdf). |
1. |
Approval of Credit Documents. Each New Revolving Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and it is experienced in making loans of such type; (ii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it is a Lender under the Credit Agreement and will perform in accordance with its |
2. |
Commitment. Each New Revolving Loan Lender hereby severally agrees to commit to provide its respective New Revolving Loan Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below, on May 1, 2015. |
3. |
Fees. Borrower agrees to pay JPMorgan Chase Bank, N.A. a non-refundable closing fee in an amount equal to $1,031,250.00 on May 1, 2015. For the avoidance of doubt, Santander Bank, N.A. shall not be entitled to a closing fee. |
4. |
New Lenders. Each New Revolving Loan Lender acknowledges and agrees that upon its execution of this Agreement that such New Revolving Loan Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. |
5. |
Titles and Roles. Borrower hereby appoints JPMorgan as a Bookrunner in accordance with the terms of the Credit Agreement and the other Credit Documents. Borrower hereby appoints Santander as a Documentation Agent in accordance with the terms of the Credit Agreement and the other Credit Documents. Borrower hereby agrees each of JPMorgan and Santander constitutes an Agent under the Credit Agreement and the other Credit Documents and shall have all rights, but no obligations, corresponding to such roles, including the rights set forth in Section 9.3 of the Credit Agreement. |
6. |
Credit Agreement Governs. This Agreement is a Credit Document. Loans under the New Revolving Loan Commitments hereunder are “New Revolving Loans” made pursuant to (and as defined in) Section 2.24 of the Credit Agreement and, pursuant to Section 2.24 of the Credit Agreement, the terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. All obligations in respect of the New Revolving Loan Commitments and the New Revolving Loans are and shall be “Obligations” pursuant to and as defined in the Credit Agreement, and are and shall be secured pursuant to the Collateral Documents. |
7. |
Borrower’s Certifications. By its execution of this Agreement, the undersigned officer and Borrower hereby certify that: |
a. |
The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not |
b. |
No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute a Default or an Event of Default; and |
c. |
Borrower has performed in all material respects all agreements and satisfied all conditions which Section 2.24 of the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. |
8. |
Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that: |
a. |
Borrower shall make any payments required pursuant to Section 2.18(c) of the Credit Agreement in connection with the New Revolving Loan Commitments; and |
b. |
Borrower shall deliver or cause to be delivered any legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement. |
9. |
Conditions to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of the conditions set forth on Schedule B annexed hereto. |
10. |
Eligible Assignee. By its execution of this Agreement: |
a. |
each New Revolving Loan Lender represents and warrants that it is an Eligible Assignee; and |
b. |
the Swing Line Lender and each Issuing Bank confirms and approves each New Revolving Loan Lender as an Eligible Assignee. |
11. |
Notice. For purposes of the Credit Agreement, the initial notice address of each New Revolving Loan Lender shall be as set forth below its signature below. |
12. |
Non-US Lenders. For each New Revolving Loan Lender that is a Non-US Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Revolving Loan Lender may be required to deliver to Administrative Agent pursuant to Section 2.20(c) of the Credit Agreement. |
13. |
Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record the New Revolving Loans made by New Revolving Loan Lenders, if any, in the Register. |
14. |
Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. |
15. |
Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. |
16. |
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. |
17. |
Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. |
18. |
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. |
Name of Lender |
Type of Commitment |
Amount |
JPMorgan Chase Bank, N.A. |
New Revolving Loan Commitment |
$75,000,000.00 |
Santander Bank, N.A. |
New Revolving Loan Commitment |
$25,000,000.00 |
Total: $100,000,000.00 |
1. |
No Event of Default or Default. No event shall have occurred and be continuing or would result from the effectiveness of this Agreement that would constitute an Event of Default or a Default. |
2. |
Funding Conditions. Both before and after giving effect to the New Revolving Loan Commitments each of the applicable conditions set forth in Section 3.2 of the Credit Agreement shall be satisfied. |
3. |
Pro Forma Compliance; Leverage Ratio. Borrower shall be in pro forma compliance with the covenants set forth in Section 6.7(a) and Section 6.7(b) of the Credit Agreement as of the last day of the most recently ended Fiscal Quarter after giving effect to the New Revolving Loan Commitments. |
4. |
Payments. In addition to any fees payable hereunder, the Borrower shall have made any payments required pursuant to Section 2.18(c) of the Credit Agreement in connection with the New Revolving Loan Commitments. |
5. |
Customary Closing Conditions. Borrower shall have delivered or caused to have been delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with this Agreement. |