TerraForm Global (GLBL) Commences Senior Notes-Related Consent Solicitation
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TerraForm Global, Inc. (Nasdaq: GLBL) announced that its subsidiary TerraForm Global Operating, LLC (“TerraForm Global”) has launched the solicitation of consents (the “Consent Solicitation”) from holders of record as of 5:00 p.m., New York City time, on August 25, 2016 (the “Record Date”) of its 9.75% Senior Notes due 2022 (the “Notes”) to obtain waivers (the “Proposed Waiver”) relating to certain reporting covenants under the indenture dated as of August 5, 2015 (as supplemented, the “Indenture”), among TerraForm Global, as issuer, the Guarantors party thereto and U.S. Bank National Association, as trustee, and to effectuate certain amendments to the Indenture (the “Proposed Amendments” and, together with the Proposed Waiver, the “Proposed Waiver and Amendments”).
The Proposed Waiver would waive (i) any and all Defaults or Events of Default (as such terms are defined in the Indenture) existing as of the Waiver Effectiveness Date (as described below and in the Consent Solicitation Statement), and the consequences thereof, with respect to any failure to comply with the Indenture, the Notes or the Note Guarantees (as defined in the Indenture) that may have occurred, directly or indirectly, as a result of, arising from, relating to or in connection with a failure to comply with the covenants set forth in Section 4.03 of the Indenture other than those under Section 4.03(a)(3) thereof relating to current reports on Form 8-K (such covenants, other than those under Section 4.03(a)(3) thereof, being referred to herein as the “Annual and Quarterly Reporting Covenants”) and (ii) compliance with the Annual and Quarterly Reporting Covenants, in each case from the Waiver Effectiveness Date until 5:00 p.m., New York City time, on December 6, 2016 (such time and date, the “Waiver Expiration Date”), if TerraForm Global has not, by the Waiver Effectiveness Date, filed with the Securities and Exchange Commission (the “SEC”) or made publicly available all annual and quarterly reports that would have been required to be so filed or made publicly available pursuant to the Annual and Quarterly Reporting Covenants and cured each Default or Event of Default in connection therewith.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on September 1, 2016, unless extended or earlier terminated by TerraForm Global in its sole discretion (the “Consent Date”).
TerraForm Global’s obligation to accept consents, pay the Consent Fee (as defined below) and effect the Proposed Amendments is conditioned on, among other things, there being validly delivered and unrevoked consents from the Holders of not less than a majority in aggregate principal amount of the Notes and the Proposed Waiver having become effective under the Indenture, simultaneously with payment of such Consent Fee and effectuation of such Proposed Amendments (the “Requisite Consents”). TerraForm Global is offering each Holder that consents (a “Consenting Holder”) to the Proposed Waiver and Amendments a consent fee (the “Consent Fee”) of $5.00 per $1,000 principal amount of the Notes held by such Holder as to which TerraForm Global receives and accepts consents. If the Requisite Consents are received by the Consent Date, TerraForm Global will be deemed to have accepted the consents if, as and when it pays the Consent Fee in respect thereof, at which time the Proposed Waiver and Amendments will become effective. The date and time at which the Proposed Waiver will become effective is referred to as the Waiver Effectiveness Date.
In addition, under the Proposed Waiver, in the event that (x) TerraForm Global, Inc. (the “Company”) publicly announces at any time an M&A Transaction that has been approved by the Board of Directors of the Company and (y) such M&A Transaction includes an offer by TerraForm Global (or one of its affiliates) or a potential acquiror (or one of its affiliates) to each Holder (as defined in the Indenture) of the Notes to repurchase all of that Holder’s Notes at a purchase price in cash at least equal to 101% of the aggregate principal amount of such Notes repurchased, plus accrued and unpaid interest, if any, on such Notes repurchased to the date of repurchase (such an offer, a “Repurchase Offer”), compliance with the Annual and Quarterly Reporting Covenants will be suspended beginning on the date of such public announcement and the Proposed Waiver will continue in full force and effect regardless of the Waiver Expiration Date; provided that such suspension of compliance with the Annual and Quarterly Reporting Covenants shall cease on the date that is six months following the date of such public announcement if such M&A Transaction (or any other M&A Transaction meeting the requirements of the preceding clause (y) relating to a Repurchase Offer) has not been consummated within such six months; provided, further, that if such M&A Transaction (including such other M&A Transaction meeting the requirements of the preceding clause (y) relating to a Repurchase Offer) has been consummated within such six months (it being understood that such M&A Transaction shall have met the requirement of the preceding clause (y) relating to a Repurchase Offer), (x) any and all Defaults or Events of Default existing as of the consummation of such M&A Transaction, and the consequences thereof, with respect to any failure to comply with the Indenture, the Notes or the Note Guarantees that may have occurred, directly or indirectly, as a result of, arising from, relating to or in connection with a failure to comply with the Annual and Quarterly Reporting Covenants will be waived and (y) compliance with the Annual and Quarterly Reporting Covenants will be waived with respect to any fiscal quarter or fiscal year (other than (i) the first full fiscal quarter that begins after the consummation of such M&A Transaction and any subsequent fiscal quarter thereafter and (ii) the first full fiscal year that begins after the consummation of such M&A Transaction and any subsequent fiscal year thereafter) (it being understood that, with respect to each such fiscal period in (i) and (ii) of this clause (y), compliance with the Annual and Quarterly Reporting Covenants shall again apply).
Copies of the Consent Solicitation Statement and the Letter of Consent may be obtained by holders of the Notes from the Tabulation Agent for the Consent Solicitation, Global Bondholder Services Corporation, at (866) 794-2200.
Citigroup Global Markets Inc. is the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Citigroup Global Markets Inc., at (800) 558-3745 and (212) 723-6106.
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