Form 8-K TERRAFORM GLOBAL, INC. For: Aug 26
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 26, 2016
______________________________________________________________
TerraForm Global, Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________________
Delaware | 001-37528 | 47-1919173 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814
(Address of principal executive offices, including zip code)
(240) 762-7700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On August 26, 2016, TerraForm Global, Inc. issued a press release announcing that TerraForm Global Operating, LLC ("TerraForm Global"), its subsidiary, has launched a solicitation of consents (the "Consent Solicitation") from holders of record as of 5:00 p.m., New York City time, on August 25, 2016 of its 9.75% Senior Notes due 2022 (the "Notes") to obtain waivers relating to certain reporting covenants under the indenture dated 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.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on this Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | Press Release, dated August 26, 2016, titled "TerraForm Global Operating, LLC Announces Launch of Consent Solicitation Related to Senior Notes" |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TERRAFORM GLOBAL, INC. | ||||||
By: | /s/ Rebecca Cranna | |||||
Date: | August 26, 2016 | Name: | Rebecca Cranna | |||
Title | Executive Vice President and Chief Financial Officer | |||||
Exhibit Index
Exhibit No. | Description |
99.1 | Press release, dated August 26, 2016, titled "TerraForm Global Operating, LLC Announces Launch of Consent Solicitation Related to Senior Notes" |
Exhibit 99.1
TerraForm Global Operating, LLC Launches Consent Solicitation Related to Senior Notes
Bethesda, MD, August 26, 2016 (GLOBENEWSWIRE) – TerraForm Global, Inc. (Nasdaq: GLBL) (the “Company”),
a global owner and operator of clean energy power plants, today 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
Exhibit 99.1
2
“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.
None of TerraForm Global, the Tabulation Agent, the Solicitation Agent, the Trustee or any of their respective
affiliates makes any recommendation as to whether holders of the Notes should deliver their consent to the
Proposed Waiver pursuant to the Consent Solicitation, and no one has been authorized by any of them to make
such a recommendation. Each holder of the Notes must make its own decision as to whether to give its consent.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A
SOLICITATION OF CONSENTS IN ANY JURISDICTION.
THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE CONSENT SOLICITATION
STATEMENT AND THE LETTER OF CONSENT THAT THE TABULATION AGENT WILL DISTRIBUTE TO
HOLDERS OF THE NOTES. HOLDERS OF THE NOTES SHOULD CAREFULLY READ THE CONSENT
SOLICITATION STATEMENT AND LETTER OF CONSENT PRIOR TO MAKING ANY DECISION WITH RESPECT
TO THE CONSENT SOLICITATION, BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION,
INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.
About TerraForm Global
TerraForm Global is a renewable energy company that is changing how energy is generated, distributed and
owned. TerraForm Global creates value for its investors by owning and operating clean energy power plants in high-
growth emerging markets. For more information about TerraForm Global, please visit: www.terraformglobal.com.
Contacts:
Investors:
Brett Prior
TerraForm Global
[email protected]
Exhibit 99.1
3
Media:
Meaghan Repko / Joseph Sala / Nicholas Leasure
Joele Frank, Wilkinson Brimmer Katcher
[email protected]
(212) 355-4449
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