On Tuesday, November 8, 2016, in a filing with the Securities and Exchange Commission, Terraform Power, Inc. disclosed in a presentation attached to the filing (the “Presentation”) that it had circulated a draft settlement agreement to SunEdison, Inc. (“SunEdison”) to propose a resolution of its outstanding claims against SunEdison. Since September 2016, TERP and SunEdison have been engaged in a collaborative process to explore strategic alternatives for TERP (as well as Terraform Global, Inc.) including a merger, sale, sponsorship or other transaction and that process continues. SunEdison is committed to continue to work in good faith with TERP as both entities explore strategic alternatives and will continue to do so during the pendency of any settlement negotiations.
In furtherance of these settlement negotiations, SunEdison is currently in the process of reviewing and analyzing all pertinent information, including information it has requested from TERP as well as TERP’s settlement proposal outlined in the Presentation. However, to enhance transparency around the settlement process, SunEdison would like to provide its views on TERP’s settlement proposal, which have been conveyed to TERP previously and that the parties continue to negotiate. In particular, SunEdison believes that:
- The Presentation does not adequately account for SunEdison’s defenses to TERP’s claims against SunEdison;
- The Presentation does not account at all for the substantial affirmative claims held by SunEdison against TERP (including, without limitation, the value of any of the claims outlined in the recent motion filed by the Official Creditors’ Committee); and
- The premise set forth in the Presentation that SunEdison’s interests in TERP be treated “ratably” with TERP’s other equity interests does not adequately account for SunEdison’s contractual rights and interests and this issue will be addressed in the settlement negotiations.
Overall, SunEdison is focused on maximizing the value of the estate for its creditors, and will continue to do everything it can in furtherance of that objective. SunEdison is also pleased that TERP recognizes the benefits of a consensus between TERP and SunEdison as it explores strategic alternatives.