News Releases

Baker Botts Represents Lazard as Financial Advisor to the Conflicts Committee of TerraForm Power in TerraForm’s and SunEdison’s $2.2 Billion Acquisition of Vivint Solar

News Release

Deal Description: July 20, 2015 - SunEdison, Inc. (NYSE: SUNE), Vivint Solar, Inc. (NYSE: VSLR) and TerraForm Power, Inc. (Nasdaq: TERP) today announced that SunEdison and Vivint Solar have signed a definitive merger agreement pursuant to which SunEdison will acquire Vivint Solar for approximately $2.2 billion, payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes.

In connection with SunEdison's proposed acquisition of Vivint Solar, SunEdison has entered into a definitive purchase agreement with a subsidiary of TerraForm Power which, concurrently with the completion of SunEdison's acquisition of Vivint Solar, will acquire Vivint Solar's rooftop solar portfolio from SunEdison, consisting of 523 megawatts (MW) expected to be installed by year-end 2015, for $922 million in cash. The 523 MW of residential solar projects are expected to provide a 10 year average unlevered CAFD of $81 million, and provide a ten-year average levered cash-on-cash yield of 9.5 percent.

Baker Botts represented Lazard who served as financial advisor to the Conflicts Committee of TerraForm Power.

Baker Botts Lawyers/Office Involved: William S. Lamb (Partner, New York); Stephen Massad (Partner, Houston); Brendan Dignan (Senior Associate, New York)

For more information, please see TerraForm’s press release by clicking here.


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