TerraForm Power (TERP) Says Steering Committee to Vote for Revised Consent Solicitation

August 18, 2016 8:36 AM EDT

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TerraForm Power (NASDAQ: TERP) disclosed the following on Thursday:

Item 7.01. Regulation FD Disclosure.

As previously disclosed, TerraForm Power Operating, LLC (“Operating LLC”), a subsidiary of TerraForm Power, Inc. (the “Company”), commenced a consent solicitation (the “Consent Solicitation”) on June 24, 2016 to holders (collectively, the “Holders”) of its 5.875% Senior Notes due 2023 (the “2023 Notes”) and its 6.125% Senior Notes due 2025 (the “2025 Notes,” and together with the 2023 Notes, the “Notes”).

The Company and its advisors have been engaged in confidential discussions regarding potential revisions to the Consent Solicitation with a steering committee (the “Steering Committee”) of Holders representing approximately 40% of the outstanding principal amount of the 2023 Notes and 25% of the outstanding principal amount of the 2025 Notes and with the Steering Committee’s legal advisor. The members of the Steering Committee have informed us that they are part of a wider committee of Holders beneficially owning in aggregate a majority in outstanding principal amount of each series of Notes. In connection with these discussions and pursuant to certain confidentiality agreements, the Company agreed to publicly disclose the latest draft of any proposal regarding potential revisions to the Consent Solicitation, which such draft is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (the “Proposal”).

The members of the Steering Committee have communicated to us their intent to vote for a revised consent solicitation that reflects the Proposal, subject to agreement on definitive documentation, and their intent to recommend the Proposal to the wider committee of Holders. Upon indications of support from an appropriate number of the remaining Holders, Operating LLC plans to amend and restate the Consent Solicitation to reflect the Proposal.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Form 8-K is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.



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