SunEdison Terminates Agreement to Acquire Stake in Renova

SunEdison has terminated the securities purchase agreement with Light S.A. to acquire an approximate 16% stake in Renova for US$250 million.

Also terminated is an agreement among SunEdison and TerraForm Global and Brazil’s Renova Energia S.A. which provided for the acquisition of certain development-stage projects that were intended for a subsequent sale by SunEdison to TerraForm Global as call rights projects under the sponsor support agreement.

The previously announced fifty-fifty joint venture between Renova and SunEdison to develop, own, and operate 1 gigawatt of utility scale solar photovoltaic projects to supply the Brazilian Regulated Electricity Market remains. “While it is disappointing that the agreement was terminated, we remain committed to Brazil,” said Brian Wuebbels, SunEdison’s chief financial officer and TerraForm Global’s chief executive officer.

“In addition, Renova remains a valued partner and we look forward to continuing our relationship with them on our solar development joint venture.”

On July 15, 2015, SunEdison entered into a securities purchase agreement with Light Energia S.A. in which SunEdison agreed to acquire all of Light Energia’s approximately 16% ownership interest in Renova for US$250 million. The purchase price was payable in shares of SunEdison common stock. On December 1, 2015, SunEdison terminated this agreement as a result of certain conditions precedent to closing not being satisfied.

TerraForm Global entered into the Backlog Agreement to acquire certain development-stage projects from Renova between 2016 and 2020 provided significant conditions and contingencies were met. TerraForm Global subsequently assigned its rights and obligations under the Backlog Agreement to SunEdison.

The Backlog Agreement covered 12 wind and hydro-electric projects in Brazil, which represented an aggregate capacity of approximately 2.7 gigawatts. These projects were in various stages of planning and development, and this former commitment was subject to significant conditions, along with satisfactory due diligence, regulatory approvals and certain third party consents, and each project was to also meet certain technical and operational requirements.

If the significant conditions and other contingencies described above were met and all 12 projects were acquired, the aggregate consideration for these projects was projected at approximatelyUS $4 billion. The projects were intended for a subsequent sale by SunEdison to TerraForm Global, Inc. as call rights projects. On December 1, 2015, the Backlog Agreement was terminated, and TerraForm Global’s call rights list has been decreased by 2.7 gigawatts of projects as a result.

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