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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TerraForm Power Inc | NASDAQ:TERP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.35 | 19.77 | 19.35 | 0 | 01:00:00 |
Delaware
|
4911
|
46-4780940
|
(State or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
☐
|
Emerging Growth Company
|
☐
|
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered
|
Proposed
Maximum Offering
Price per Share(1)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration
Fee(2)
|
||||||||||||
Class A Common Stock, $0.01 par value per share
|
34,273,879
|
$
|
11.65
|
|
$
|
399,290,690
|
|
$
|
49,712
|
|
(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sale prices of the Registrant’s Class A common stock on
December 21, 2017, as reported on the NASDAQ Global Select Market.
|
(2)
|
Previously paid.
|
Page
|
|
1
|
|
5
|
|
6
|
|
12
|
|
32
|
|
33
|
|
34
|
|
35
|
|
36
|
|
37
|
|
39
|
|
44
|
|
47
|
|
49
|
|
49
|
|
50
|
|
50
|
•
|
Margin Enhancements:
|
•
|
Organic Growth:
|
•
|
Value-oriented acquisitions
|
Shares of Class A common stock offered by the selling stockholders
|
Up to 34,373,879 shares of our Class A common stock.
|
Use of proceeds
|
The selling stockholders will receive all of the proceeds from the sale of any shares of Class A common stock sold by them pursuant to this prospectus. We will not receive any proceeds from such sales. See “Use of Proceeds.”
|
Voting rights
|
Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. See “Description of Capital Stock.”
|
Dividend Policy
|
Our goal is to deliver a total return of approximately 12% to shareholders. We expect this total return to be comprised of an attractive yield, supported by a payout ratio of 80-85% of CAFD plus dividend per share growth of 5- See “Dividend Policy.”
|
Risk Factors
|
We are subject to a number of risks that you should carefully consider before deciding to invest in our Class A common stock. These risks are discussed more fully in “Risk Factors.”
|
NASDAQ Global Select Market symbol
|
Our Class A common stock is listed on the NASDAQ Global Select Market under the symbol “TERP.”
|
Year Ended December 31,
|
||||||||||||
Selected Consolidated Statements of Operations
(In thousands, except per share data)
|
2016
|
2015
|
2014
|
|||||||||
Operating revenues, net
|
$
|
654,556
|
$
|
469,506
|
$
|
127,156
|
||||||
Operating costs and expenses:
|
||||||||||||
Cost of operations
|
113,302
|
70,468
|
10,630
|
|||||||||
Cost of operations - affiliate
|
26,683
|
19,915
|
8,063
|
|||||||||
General and administrative expenses
|
89,995
|
55,811
|
20,984
|
|||||||||
General and administrative expenses - affiliate
|
14,666
|
55,330
|
19,144
|
|||||||||
Acquisition and related costs
|
2,743
|
49,932
|
10,177
|
|||||||||
Acquisition and related costs - affiliate
|
—
|
5,846
|
5,049
|
|||||||||
Loss on prepaid warranty - affiliate
|
—
|
45,380
|
—
|
|||||||||
Goodwill impairment
|
55,874
|
—
|
—
|
|||||||||
Impairment of renewable energy facilities
|
18,951
|
—
|
—
|
|||||||||
Depreciation, accretion and amortization expense
|
243,365
|
161,310
|
41,280
|
|||||||||
Formation and offering related fees and expenses
|
—
|
—
|
3,570
|
|||||||||
Formation and offering related fees and expenses - affiliate
|
—
|
—
|
1,870
|
|||||||||
Total operating costs and expenses
|
565,579
|
463,992
|
120,767
|
|||||||||
Operating income
|
88,977
|
5,514
|
6,389
|
|||||||||
Other expenses (income):
|
||||||||||||
Interest expense, net
|
310,336
|
167,805
|
86,191
|
|||||||||
Loss (gain) on extinguishment of debt, net
|
1,079
|
16,156
|
(7,635
|
)
|
||||||||
Loss on foreign currency exchange, net
|
13,021
|
19,488
|
14,007
|
|||||||||
Loss on investments and receivables - affiliate
|
3,336
|
16,079
|
—
|
|||||||||
Other expenses, net
|
2,218
|
7,362
|
438
|
|||||||||
Total other expenses, net
|
329,990
|
226,890
|
93,001
|
|||||||||
Loss before income tax expense (benefit)
|
(241,013
|
)
|
(221,376
|
)
|
(86,612
|
)
|
||||||
Income tax expense (benefit)
|
494
|
(13,241
|
)
|
(4,689
|
)
|
|||||||
Net loss
|
(241,507
|
)
|
(208,135
|
)
|
(81,923
|
)
|
||||||
Less: Pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
—
|
1,610
|
(1,498
|
)
|
||||||||
Less: Predecessor loss prior to the IPO on July 23, 2014
|
—
|
—
|
(10,357
|
)
|
||||||||
Net loss subsequent to IPO and excluding pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
(241,507
|
)
|
(209,745
|
)
|
(70,068
|
)
|
||||||
Less: Net income attributable to redeemable non-controlling interests
|
18,365
|
8,512
|
—
|
|||||||||
Less: Net loss attributable to non-controlling interests
|
(130,025
|
)
|
(138,371
|
)
|
(44,451
|
)
|
||||||
Net loss attributable to Class A common stockholders
|
$
|
(129,847
|
)
|
$
|
(79,886
|
)
|
$
|
(25,617
|
)
|
|||
Weighted average number of shares:
|
||||||||||||
Class A common stock - Basic and diluted
|
90,815
|
65,883
|
29,602
|
|||||||||
Loss per share:
|
||||||||||||
Class A common stock - Basic and diluted
|
$
|
(1.47
|
)
|
$
|
(1.25
|
)
|
$
|
(0.87
|
)
|
Year Ended December 31,
|
||||||||||||
Selected Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
|
2016
|
2015
|
2014
|
|||||||||
Net loss
|
$
|
(241,507
|
)
|
$
|
(208,135
|
)
|
$
|
(81,923
|
)
|
|||
Other comprehensive income (loss), net of tax:
|
||||||||||||
Foreign currency translation adjustments:
|
||||||||||||
Net unrealized loss arising during the period
|
(15,039
|
)
|
(18,446
|
)
|
(3,541
|
)
|
||||||
Hedging activities:
|
||||||||||||
Net unrealized (loss) gain arising during the period, net of tax
|
(86
|
)
|
26,913
|
(1,925
|
)
|
|||||||
Reclassification of net realized loss into earnings, net of tax
1
|
15,967
|
4,663
|
—
|
|||||||||
Other comprehensive income (loss), net of tax
|
842
|
13,130
|
(5,466
|
)
|
||||||||
Total comprehensive loss
|
(240,665
|
)
|
(195,005
|
)
|
(87,389
|
)
|
||||||
Less: Pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
—
|
1,610
|
(1,498
|
)
|
||||||||
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison
|
—
|
40,016
|
—
|
|||||||||
Less: Predecessor comprehensive loss prior to IPO on July 23, 2014
|
—
|
—
|
(10,357
|
)
|
||||||||
Comprehensive loss subsequent to IPO and excluding pre-acquisition comprehensive income (loss) of renewable energy facilities acquired from SunEdison
|
(240,665
|
)
|
(236,631
|
)
|
(75,534
|
)
|
||||||
Less comprehensive income (loss) attributable to non-controlling interests:
|
||||||||||||
Net income attributable to redeemable non-controlling interests
|
18,365
|
8,512
|
—
|
|||||||||
Net loss attributable to non-controlling interests
|
(130,025
|
)
|
(138,371
|
)
|
(44,451
|
)
|
||||||
Foreign currency translation adjustments
|
(4,639
|
)
|
(7,862
|
)
|
(2,392
|
)
|
||||||
Hedging activities
|
5,469
|
(3,545
|
)
|
(1,437
|
)
|
|||||||
Comprehensive loss attributable to non-controlling interests
|
(110,830
|
)
|
(141,266
|
)
|
(48,280
|
)
|
||||||
Comprehensive loss attributable to Class A common stockholders
|
$
|
(129,835
|
)
|
$
|
(95,365
|
)
|
$
|
(27,254
|
)
|
(1) |
Includes $16.9 million loss reclassification for the year ended December 31, 2016 that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps pertaining to variable rate non-recourse debt for substantially all of the Company's portfolio of solar power plants located in the United Kingdom as discussed in
Note 13. Derivatives
to the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on July 21, 2017
.
|
Selected
Consolidated Balance Sheets
(In thousands, except share and per share data)
|
December 31, 2016
|
December 31, 2015
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
565,333
|
$
|
626,595
|
||||
Restricted cash
|
114,950
|
152,586
|
||||||
Accounts receivable, net
|
89,461
|
103,811
|
||||||
Prepaid expenses and other current assets
|
61,749
|
53,769
|
||||||
Assets held for sale
|
61,523
|
—
|
||||||
Total current assets
|
893,016
|
936,761
|
||||||
Renewable energy facilities, net, including consolidated VIEs of $3,434,549 and $3,558,041 in 2016 and 2015, respectively
|
4,993,251
|
5,834,234
|
||||||
Intangible assets, net, including consolidated VIEs of $875,095 and $929,580 in 2016 and 2015, respectively
|
1,142,112
|
1,246,164
|
||||||
Goodwill
|
—
|
55,874
|
||||||
Deferred financing costs, net
|
7,798
|
10,181
|
||||||
Other assets
|
114,863
|
120,343
|
||||||
Restricted cash
|
2,554
|
13,852
|
||||||
Non-current assets held for sale
|
552,271
|
—
|
||||||
Total assets
|
$
|
7,705,865
|
$
|
8,217,409
|
||||
Liabilities, Redeemable Non-controlling Interests and Stockholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt and financing lease obligations, including consolidated VIEs of $594,442 and $980,069 in 2016 and 2015, respectively
|
$
|
2,212,968
|
$
|
2,037,919
|
||||
Accounts payable, accrued expenses and other current liabilities
|
125,596
|
153,046
|
||||||
Deferred revenue
|
18,179
|
15,460
|
||||||
Due to SunEdison, net
|
16,692
|
26,598
|
||||||
Liabilities related to assets held for sale
|
21,798
|
—
|
||||||
Total current liabilities
|
2,395,233
|
2,233,023
|
||||||
Long-term debt and financing lease obligations, less current portion, including consolidated VIEs of $375,726 and $59,706 in 2016 and 2015, respectively
|
1,737,946
|
2,524,730
|
||||||
Deferred revenue, less current portion
|
55,793
|
70,492
|
||||||
Deferred income taxes
|
27,723
|
26,630
|
||||||
Asset retirement obligations, including consolidated VIEs of $92,213 and $101,532 in 2016 and 2015, respectively
|
148,575
|
215,146
|
||||||
Other long-term liabilities
|
31,470
|
31,408
|
||||||
Non-current liabilities related to assets held for sale
|
410,759
|
—
|
||||||
Total liabilities
|
4,807,499
|
5,101,429
|
||||||
Redeemable non-controlling interests
|
180,367
|
175,711
|
||||||
Stockholders' equity:
|
||||||||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, no shares issued
|
—
|
—
|
||||||
Class A common stock, $0.01 par value per share, 850,000,000 shares authorized, 92,476,776 and 79,734,265 shares issued in 2016 and 2015, respectively, and 92,223,089 and 79,612,533 shares outstanding in 2016 and 2015, respectively
|
920
|
784
|
||||||
Class B common stock, $0.01 par value per share, 140,000,000 shares authorized, 48,202,310 and 60,364,154 shares issued and outstanding in 2016 and 2015, respectively
|
482
|
604
|
||||||
Class B1 common stock, $0.01 par value per share, 260,000,000 shares authorized, no shares issued
|
—
|
—
|
||||||
Additional paid-in capital
|
1,467,108
|
1,267,484
|
||||||
Accumulated deficit
|
(234,440
|
)
|
(104,593
|
)
|
||||
Accumulated other comprehensive income
|
22,912
|
22,900
|
||||||
Treasury stock, 253,687 and 121,732 shares in 2016 and 2015, respectively
|
(4,025
|
)
|
(2,436
|
)
|
||||
Total TerraForm Power, Inc. stockholders' equity
|
1,252,957
|
1,184,743
|
||||||
Non-controlling interests
|
1,465,042
|
1,755,526
|
||||||
Total stockholders' equity
|
2,717,999
|
2,940,269
|
||||||
Total liabilities, redeemable non-controlling interests and stockholders' equity
|
$
|
7,705,865
|
$
|
8,217,409
|
Selected Unaudited Consolidated Statements of Operations
(In thousands, except per share data)
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Operating revenues, net
|
$
|
153,430
|
$
|
178,118
|
$
|
474,932
|
$
|
519,336
|
||||||||
Operating costs and expenses:
|
||||||||||||||||
Cost of operations
|
41,859
|
32,820
|
108,402
|
94,534
|
||||||||||||
Cost of operations - affiliate
|
1,199
|
7,149
|
10,224
|
22,898
|
||||||||||||
General and administrative expenses
|
21,664
|
26,510
|
99,644
|
64,750
|
||||||||||||
General and administrative expenses - affiliate
|
2,192
|
2,943
|
6,893
|
10,614
|
||||||||||||
Acquisition and related costs
|
—
|
—
|
—
|
2,743
|
||||||||||||
Impairment of renewable energy facilities
|
—
|
—
|
1,429
|
—
|
||||||||||||
Depreciation, accretion and amortization expense
|
61,830
|
57,988
|
186,039
|
178,026
|
||||||||||||
Total operating costs and expenses
|
128,744
|
127,410
|
412,631
|
373,565
|
||||||||||||
Operating income
|
24,686
|
50,708
|
62,301
|
145,771
|
||||||||||||
Other expenses (income):
|
||||||||||||||||
Interest expense, net
|
70,232
|
72,818
|
206,749
|
243,111
|
||||||||||||
Gain on sale of renewable energy facilities
|
—
|
—
|
(37,116
|
)
|
—
|
|||||||||||
(Gain) loss on foreign currency exchange, net
|
(1,078
|
)
|
3,913
|
(5,695
|
)
|
4,161
|
||||||||||
Loss on receivables - affiliate
|
—
|
—
|
—
|
845
|
||||||||||||
Other (income) expenses, net
|
(7,015
|
)
|
548
|
(4,882
|
)
|
692
|
||||||||||
Total other expenses, net
|
62,139
|
77,279
|
159,056
|
248,809
|
||||||||||||
Loss before income tax (benefit) expense
|
(37,453
|
)
|
(26,571
|
)
|
(96,755
|
)
|
(103,038
|
)
|
||||||||
Income tax (benefit) expense
|
(2,633
|
)
|
1,140
|
(4,982
|
)
|
3,115
|
||||||||||
Net loss
|
(34,820
|
)
|
(27,711
|
)
|
(91,773
|
)
|
(106,153
|
)
|
||||||||
Less: Net income attributable to redeemable non-controlling interests
|
6,803
|
4,642
|
18,162
|
16,374
|
||||||||||||
Less: Net loss attributable to non-controlling interests
|
(15,077
|
)
|
(6,182
|
)
|
(59,045
|
)
|
(74,968
|
)
|
||||||||
Net loss attributable to Class A common stockholders
|
$
|
(26,546
|
)
|
$
|
(26,171
|
)
|
$
|
(50,890
|
)
|
$
|
(47,559
|
)
|
||||
Weighted average number of shares:
|
||||||||||||||||
Class A common stock - Basic and diluted
|
92,352
|
90,860
|
92,228
|
89,140
|
||||||||||||
Loss per share:
|
||||||||||||||||
Class A common stock - Basic and diluted
|
$
|
(0.31
|
)
|
$
|
(0.29
|
)
|
$
|
(0.62
|
)
|
$
|
(0.53
|
)
|
Selected Unaudited Consolidated Statements of Comprehensive (Loss) Income
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||
(In thousands)
|
2017
|
2016
|
2017
|
2016
|
||||||||||||
Net loss
|
$
|
(34,820
|
)
|
$
|
(27,711
|
)
|
$
|
(91,773
|
)
|
$
|
(106,153
|
)
|
||||
Other comprehensive income (loss), net of tax:
|
||||||||||||||||
Foreign currency translation adjustments:
|
||||||||||||||||
Net unrealized gain (loss) arising during the period
|
6,535
|
(6,158
|
)
|
12,136
|
(2,442
|
)
|
||||||||||
Reclassification of net realized loss into earnings
1
|
—
|
—
|
14,741
|
—
|
||||||||||||
Hedging activities:
|
||||||||||||||||
Net unrealized gain (loss) arising during the period
|
17,338
|
14,258
|
27,960
|
(32,348
|
)
|
|||||||||||
Reclassification of net realized loss (gain) into earnings
2
|
94
|
3,164
|
(527
|
)
|
15,667
|
|||||||||||
Other comprehensive income (loss), net of tax
|
23,967
|
11,264
|
54,310
|
(19,123
|
)
|
|||||||||||
Total comprehensive loss
|
(10,853
|
)
|
(16,447
|
)
|
(37,463
|
)
|
(125,276
|
)
|
||||||||
Less comprehensive income (loss) attributable to non-controlling interests:
|
||||||||||||||||
Net income attributable to redeemable non-controlling interests
|
6,803
|
4,642
|
18,162
|
16,374
|
||||||||||||
Net loss attributable to non-controlling interests
|
(15,077
|
)
|
(6,182
|
)
|
(59,045
|
)
|
(74,968
|
)
|
||||||||
Foreign currency translation adjustments
|
1,967
|
(2,165
|
)
|
1,250
|
(668
|
)
|
||||||||||
Hedging activities
|
6,799
|
7,015
|
18,638
|
(6,151
|
)
|
|||||||||||
Comprehensive income (loss) attributable to non-controlling interests
|
492
|
3,310
|
(20,995
|
)
|
(65,413
|
)
|
||||||||||
Comprehensive loss attributable to Class A common stockholders
|
$
|
(11,345
|
)
|
$
|
(19,757
|
)
|
$
|
(16,468
|
)
|
$
|
(59,863
|
)
|
(1) |
Represents reclassification of the accumulated foreign currency translation loss for substantially all of the Company's portfolio of solar power plants located in the United Kingdom, as the Company's sale of these facilities closed in the second quarter of 2017 as discussed in
Note 2. Assets Held for Sale
to the financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 9, 2017. The pre-tax amount of $23.6 million was recognized within gain on sale of renewable energy facilities in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2017.
|
(2) |
Includes $15.9 million loss reclassification for the nine months ended September 30, 2016 that occurred subsequent to the Company's discontinuation of hedge accounting in the second quarter of 2016 for interest rate swaps pertaining to variable rate non-recourse debt for substantially all of the Company's portfolio of solar power plants located in the United Kingdom as discussed in
Note 8. Derivatives
to the financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 9, 2017. As discussed above, the Company's sale of these facilities closed in the second quarter of 2017.
|
Selected Unaudited Consolidated Balance Sheets
(In thousands, except share and per share data)
|
September 30,
2017
|
December 31,
2016
|
||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
462,846
|
$
|
565,333
|
||||
Restricted cash
|
126,083
|
114,950
|
||||||
Accounts receivable, net
|
104,841
|
89,461
|
||||||
Prepaid expenses and other current assets
|
62,550
|
61,749
|
||||||
Assets held for sale
|
—
|
61,523
|
||||||
Total current assets
|
756,320
|
893,016
|
||||||
Renewable energy facilities, net, including consolidated variable interest entities of $3,309,214 and $3,434,549 in 2017 and 2016, respectively
|
4,854,303
|
4,993,251
|
||||||
Intangible assets, net, including consolidated variable interest entities of $836,290 and $875,095 in 2017 and 2016, respectively
|
1,096,416
|
1,142,112
|
||||||
Deferred financing costs, net
|
4,585
|
7,798
|
||||||
Other assets
|
133,539
|
114,863
|
||||||
Restricted cash
|
26,080
|
2,554
|
||||||
Non-current assets held for sale
|
—
|
552,271
|
||||||
Total assets
|
$
|
6,871,243
|
$
|
7,705,865
|
||||
Liabilities, Redeemable Non-controlling Interests and Stockholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt and financing lease obligations, including consolidated variable interest entities of $156,621 and $594,442 in 2017 and 2016, respectively
|
$
|
716,728
|
$
|
2,212,968
|
||||
Accounts payable, accrued expenses and other current liabilities, including consolidated variable interest entities of $42,555 and $37,760 in 2017 and 2016, respectively
|
145,276
|
125,596
|
||||||
Deferred revenue
|
17,992
|
18,179
|
||||||
Due to SunEdison and affiliates, net
|
15,775
|
16,692
|
||||||
Liabilities related to assets held for sale
|
—
|
21,798
|
||||||
Total current liabilities
|
895,771
|
2,395,233
|
||||||
Long-term debt and financing lease obligations, less current portion, including consolidated variable interest entities of $781,464 and $375,726 in 2017 and 2016, respectively
|
2,864,666
|
1,737,946
|
||||||
Deferred revenue, less current portion
|
44,669
|
55,793
|
||||||
Deferred income taxes
|
32,889
|
27,723
|
||||||
Asset retirement obligations, including consolidated variable interest entities of $95,596 and $92,213 in 2017 and 2016, respectively
|
150,743
|
148,575
|
||||||
Other long-term liabilities
|
33,261
|
31,470
|
||||||
Non-current liabilities related to assets held for sale
|
—
|
410,759
|
||||||
Total liabilities
|
4,021,999
|
4,807,499
|
||||||
Redeemable non-controlling interests
|
198,031
|
180,367
|
||||||
Stockholders' equity:
|
||||||||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, no shares issued
|
—
|
—
|
||||||
Class A common stock, $0.01 par value per share, 850,000,000 shares authorized, 92,770,614 and 92,476,776 shares issued in 2017 and 2016, respectively, and 92,408,596 and 92,223,089 shares outstanding in 2017 and 2016, respectively
|
928
|
920
|
||||||
Class B common stock, $0.01 par value per share, 140,000,000 shares authorized, 48,202,310 shares issued and outstanding in 2017 and 2016
|
482
|
482
|
||||||
Class B1 common stock, $0.01 par value per share, 260,000,000 shares authorized, no shares issued
|
—
|
—
|
||||||
Additional paid-in capital
|
1,480,584
|
1,467,108
|
||||||
Accumulated deficit
|
(285,330
|
)
|
(234,440
|
)
|
||||
Accumulated other comprehensive income
|
57,334
|
22,912
|
||||||
Treasury stock, 362,018 and 253,687 shares in 2017 and 2016, respectively
|
(5,381
|
)
|
(4,025
|
)
|
||||
Total TerraForm Power, Inc. stockholders' equity
|
1,248,617
|
1,252,957
|
||||||
Non-controlling interests
|
1,402,596
|
1,465,042
|
||||||
Total stockholders' equity
|
2,651,213
|
2,717,999
|
||||||
Total liabilities, redeemable non-controlling interests and stockholders' equity
|
$
|
6,871,243
|
$
|
7,705,865
|
•
|
our energy production and sales may be significantly lower than we predict;
|
• |
our hedging arrangements may be ineffective or more costly;
|
• |
we may not produce sufficient energy to meet our commitments to sell electricity or RECs and, as a result, we may have to buy electricity or RECs on the open market to cover our obligations or pay damages; and
|
• |
our wind and solar power plants may not generate sufficient cash flow to make payments of principal and interest as they become due on the notes and our non-recourse debt, and we may have difficulty obtaining financing for future wind power plants.
|
• |
the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy facilities;
|
• |
the construction of additional electric transmission and distribution lines;
|
• |
a reduction in the price of natural gas, including as a result of new drilling techniques or a relaxation of associated regulatory standards;
|
• |
energy conservation technologies and public initiatives to reduce electricity consumption; and
|
• |
the development of new clean energy technologies that provide less expensive energy.
|
• |
competing bids for a renewable energy facility, including from companies that may have substantially greater capital and other resources than we do;
|
• |
fewer third party acquisition opportunities than we expect, which could result from, among other things, available renewable energy facilities having less desirable economic returns or higher risk profiles than we believe suitable for our business plan and investment strategy;
|
• |
risk relating to our ability to successfully acquire projects from the ROFO portfolio pursuant to the Merger and Sponsorship Transaction with Brookfield; and
|
• |
our access to the capital markets for equity and debt (including project-level debt) at a cost and on terms that would be accretive to our shareholders.
|
• |
general economic and capital market conditions, including the then-prevailing interest rate environment;
|
• |
credit availability from banks and other financial institutions;
|
• |
investor confidence in us, our partners, our Sponsor, and the regional wholesale power markets;
|
• |
our financial performance and the financial performance of our subsidiaries;
|
• |
our level of indebtedness and compliance with covenants in debt agreements;
|
• |
when we file our Quarterly Report on Form 10-Q for future quarters and obtain audited project-level financial statements;
|
• |
maintenance of acceptable credit ratings or credit quality, including maintenance of the legal and tax structure of the project-level subsidiary upon which the credit ratings may depend;
|
• |
our cash flows; and
|
• |
provisions of tax and securities laws that may impact raising capital.
|
• |
the risk of a change in renewable power pricing policies, possibly with retroactive effect;
|
• |
political and economic instability;
|
• |
measures restricting the ability of our facilities to access the grid to deliver electricity at certain times or at all;
|
• |
the macroeconomic climate and levels of energy consumption in the countries where we have operations;
|
• |
the comparative cost of other sources of energy;
|
• |
changes in taxation policies and/or the regulatory environment in the countries in which we have operations, including reductions to renewable power incentive programs;
|
• |
the imposition of currency controls and foreign exchange rate fluctuations;
|
• |
high rates of inflation;
|
• |
protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital investment requirements;
|
• |
changes to land use regulations and permitting requirements;
|
• |
risk of nationalization or other expropriation of private enterprises and land, including creeping regulation that reduces the value of our facilities or governmental incentives associated with renewable energy;
|
• |
difficulty in timely identifying, attracting and retaining qualified technical and other personnel;
|
• |
difficulty competing against competitors who may have greater financial resources and/or a more effective or established localized business presence;
|
• |
difficulties with, and extra-normal costs of, recruiting and retaining local individuals skilled in international business operations;
|
• |
difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms; and
|
• |
being subject to the jurisdiction of courts other than those of the United States, which courts may be less favorable to us.
|
• |
our ability to transition to Brookfield sponsorship and to realize the expected benefits of the the Merger and the Sponsorship Transaction on our business and results of operations;
|
• |
any adverse consequences arising out of our separation from SunEdison and of the SunEdison Bankruptcy;
|
• |
the timing of our ability to complete our audited corporate and project-level financial statements;
|
• |
risks related to our ability to file our annual and quarterly reports with the SEC on a timely basis and to satisfy the requirements of the NASDAQ Global Select Market;
|
• |
our ability to integrate acquired assets and realize the anticipated benefits of these acquired assets;
|
• |
counterparties’ to our offtake agreements willingness and ability to fulfill their obligations under such agreements;
|
• |
price fluctuations, termination provisions and buyout provisions related to our offtake agreements;
|
• |
our ability to enter into contracts to sell power on acceptable terms as our offtake agreements expire;
|
• |
delays or unexpected costs during the completion of construction of certain renewable energy facilities we intend to acquire;
|
• |
our ability to successfully identify, evaluate and consummate acquisitions;
|
• |
government regulation, including compliance with regulatory and permit requirements and changes in market rules, rates, tariffs and environmental laws;
|
• |
operating and financial restrictions placed on us and our subsidiaries related to agreements governing our indebtedness and other agreements of certain of our subsidiaries and project-level subsidiaries generally;
|
• |
our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;
|
• |
our ability to compete against traditional and renewable energy companies;
|
• |
hazards customary to the power production industry and power generation operations such as unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, interconnection problems or other developments, environmental incidents, or electric transmission constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;
|
• |
our ability to expand into new business segments or new geographies;
|
• |
seasonal variations in the amount of electricity our wind and solar plants produce, and fluctuations in wind and solar resource conditions; and
|
• |
our ability to operate our businesses efficiently, manage capital expenditures and costs tightly, manage litigation, manage risks related to international operations and generate earnings and cash flow from our asset-based businesses in relation to our debt and other obligations.
|
• |
price and volume fluctuations in the stock markets generally;
|
• |
significant volatility in the market price and trading volume of securities of registered investment companies, business development companies or companies in our sectors, which may not be related to the operating performance of these companies;
|
• |
changes in our earnings or variations in operating results;
|
• |
changes in regulatory policies or tax law;
|
• |
operating performance of companies comparable to us; and
|
• |
loss of funding sources or the ability to finance or refinance our obligations as they come due.
|
· |
risks related to the transition to Brookfield sponsorship, including our ability to realize the expected benefits of the transaction;
|
· |
risks related to the SunEdison Bankruptcy, including our continuing transition away from reliance on SunEdison for critical systems and information technology infrastructure;
|
· |
risks related to wind conditions at our wind assets or to weather conditions at our solar assets
|
· |
risks related to potential events of default at our project financings;
|
· |
risks related to delays in our filing of periodic reports with the SEC;
|
· |
risks related to the effectiveness of our internal controls over financial reporting;
|
· |
pending and future litigation;
|
· |
our ability to integrate the projects we acquire from third parties or otherwise and realize the anticipated benefits from such acquisitions;
|
· |
the willingness and ability of counterparties to fulfill their obligations under offtake agreements;
|
· |
price fluctuations, termination provisions and buyout provisions in offtake agreements;
|
· |
our ability to enter into contracts to sell power on acceptable prices and terms, including as our offtake agreements expire;
|
· |
our ability to successfully identify, evaluate and consummate acquisitions;
|
· |
government regulation, including compliance with regulatory and permit requirements and changes in market rules, rates, tariffs, tax rules, environmental laws and policies affecting renewable energy;
|
· |
operating and financial restrictions placed on us and our subsidiaries related to agreements governing indebtedness;
|
· |
the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;
|
· |
cash trapped at the project level, including the risk that such project-level cash may not be released up to the Company in a timely manner;
|
· |
risks related to the proposed relocation of the Company’s headquarters;
|
· |
our ability to compete against traditional and renewable energy companies; and
|
· |
hazards customary to the power production industry and power generation operations, such as unusual weather conditions and outages.
|
September 30, 2017
|
||||
(in thousands, except share data)
|
Actual
|
|||
(unaudited)
|
||||
Cash and restricted cash
|
$
|
588,929
|
||
Long-term debt (including current portion):
|
||||
Existing Revolver(1)
|
$
|
277,000
|
||
Senior Notes due 2023(2)
|
950,000
|
|||
Senior Notes due 2025(2)
|
300,000
|
|||
Permanent Financing
|
1,986,317
|
|||
Financing Lease Obligations
|
118,194
|
|||
Total long-term debt (including current portion)
|
3,631,511
|
|||
Redeemable non-controlling interests
|
198,031
|
|||
Shareholders’ Equity:
|
||||
Class A common stock, par value $0.01 per share, 850,000,000 shares authorized, 92,770,614 shares issued and 92,408,596 outstanding
|
928
|
|||
Class B common stock, par value $0.01 per share, 140,000,000 shares authorized, 48,202,310 shares issued and outstanding(3)
|
482
|
|||
Class B1 common stock, par value $0.01 per share, 260,000,000 shares authorized, none issued and outstanding(4)
|
—
|
|||
Preferred stock, par value $0.01 per share, 50,000,000 shares authorized, none issued and outstanding
|
—
|
|||
Additional paid-in-capital
|
1,480,584
|
|||
Accumulated Deficit
|
(285,330
|
)
|
||
Accumulated Other Comprehensive Income
|
57,334
|
|||
Treasury Stock
|
(5,381
|
)
|
||
Non-controlling interests
|
1,402,596
|
|||
Total equity
|
2,651,213
|
|||
Total capitalization
|
$
|
6,480,755
|
(1)
|
In connection with the Merger and Sponsorship Transaction with Brookfield, and our entry into the New Revolver, we paid down and terminated the Existing Revolver.
|
(2) |
On December 12, 2017, the Company completed the offering by its wholly-owned subsidiary, TerraForm Power Operating, LLC, of $500,000,000 aggregate principal amount of senior notes due 2023 and $700,000,000 aggregate principal amount of senior notes due 2028 at an issue price of 100%. The Company used the net proceeds of the offering of the new notes to redeem in full the Senior Notes due 2023 and Senior Notes due 2025, including payment of a make-whole premium of approximately $51 million in the aggregate, plus accrued and unpaid interest, and to repay outstanding indebtedness under the New Revolver. For further information, please see the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2017.
|
(3)
|
In connection with the Merger and Sponsorship Transaction with Brookfield, all of the issued and outstanding shares of Class B common stock were redeemed and retired.
|
(4)
|
In connection with the Merger and Sponsorship Transaction with Brookfield, the Class B1 common stock was retired.
|
Class A Common Stock Price
|
Dividend
Per Share
|
|||||||||||
High
|
Low
|
|||||||||||
FY 2015
|
||||||||||||
First quarter
|
$
|
37.00
|
$
|
28.13
|
$
|
0.27
|
||||||
Second quarter
|
$
|
42.66
|
$
|
36.05
|
$
|
0.335
|
||||||
Third quarter
|
$
|
40.24
|
$
|
13.83
|
$
|
0.35
|
||||||
Fourth quarter
|
$
|
20.12
|
$
|
6.73
|
$
|
0.00
|
||||||
FY 2016
|
||||||||||||
First quarter
|
$
|
12.80
|
$
|
7.29
|
$
|
0.00
|
||||||
Second quarter
|
$
|
11.20
|
$
|
7.23
|
$
|
0.00
|
||||||
Third quarter
|
$
|
14.69
|
$
|
10.68
|
$
|
0.00
|
||||||
Fourth quarter
|
$
|
14.50
|
$
|
11.10
|
$
|
0.00
|
||||||
FY 2017
|
||||||||||||
First quarter
|
$
|
13.55
|
$
|
10.99
|
$
|
0.00
|
||||||
Second quarter
|
$
|
12.90
|
$
|
11.63
|
$
|
0.00
|
||||||
Third quarter
|
$
|
14.00
|
$
|
11.69
|
$
|
0.00
|
||||||
Fourth quarter through December 21, 2017
|
$
|
14.20
|
$
|
10.93
|
$
|
1.94
|
• |
each person or group known by us to be a beneficial owner of more than 5% of the shares of our Class A common stock;
|
• |
each of the selling stockholders;
|
• |
each of our executive officers;
|
• |
each of our directors; and
|
• |
all of our directors and executive officers, taken together.
|
Prior to the Offering
|
After the Offering
|
|||||||||||||||
Name of Beneficial Owner
|
Shares Beneficially Owned
|
Percentage of Class
|
Shares Beneficially Owned
|
Percentage of Class
|
||||||||||||
Orion US Holdings 1 LP
|
75,594,459
|
51.00
|
%
|
75,594,459
|
51.00
|
%
|
||||||||||
SunEdison, Inc.*
|
4,081,599
|
2.75
|
%
|
—
|
—
|
|||||||||||
SunEdison Holdings Corporation*
|
10,023,300
|
6.76
|
%
|
—
|
—
|
|||||||||||
SUNE ML1, LLC*
|
20,168,980
|
13.61
|
%
|
—
|
—
|
Prior to the Offering
|
After the Offering
|
|||||||||||||||
Name of Beneficial Owner
|
Shares Beneficially Owned
|
Percentage of Class
|
Shares Beneficially Owned
|
Percentage of Class
|
||||||||||||
John Stinebaugh
|
—
|
—
|
—
|
—
|
||||||||||||
Matthew Berger
|
—
|
—
|
—
|
—
|
||||||||||||
Valerie Hannah
|
—
|
—
|
—
|
—
|
||||||||||||
Andrea Rocheleau
|
—
|
—
|
—
|
—
|
||||||||||||
Brian Lawson
|
—
|
—
|
—
|
—
|
||||||||||||
Christian S. Fong
|
8,017
|
* |
8,017
|
*
|
||||||||||||
Harry Goldgut
|
—
|
—
|
—
|
—
|
||||||||||||
Richard Legault
|
—
|
—
|
—
|
—
|
||||||||||||
Mark McFarland
|
—
|
—
|
—
|
—
|
||||||||||||
Sachin Shah
|
—
|
—
|
—
|
—
|
||||||||||||
All directors and executive officers as a group (10 persons)
|
8,017
|
*
|
8,017
|
*
|
• |
voting, dividend and liquidation rights of Class A common stock;
|
• |
removal of directors;
|
• |
indemnification of officers and directors and limitation of the personal liability of directors; and
|
• |
amendments to the amended and restated charter.
|
• |
the powers and composition of the board of directors;
|
• |
amendments to the amended and restated bylaws and board of directors designation of committees;
|
• |
filling vacancies in the board of directors;
|
• |
competition and corporate opportunities; and
|
• |
amendments to the amended and restated charter.
|
• |
in the case of a nomination or other business in connection with an annual meeting of stockholders, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the previous year’s annual meeting of stockholders;
provided
, however, that if the date of the annual meeting is advanced more than 30 days before or delayed more than 70 days after the first anniversary of the preceding year’s annual meeting, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by us; or
|
• |
in the case of a nomination in connection with a special meeting of stockholders, not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day before such special meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by us.
|
· |
ineffective (a) process to ensure that all employees, including management, and outsourced service providers, annually confirm their compliance with the Company’s Code of Business Conduct and that deviations from the expected standards of conduct are identified and remedied in a timely manner and (b) maintenance of a whistleblower hotline;
|
· |
ineffective Board oversight and management monitoring activities over financial reporting processes and internal controls;
|
· |
insufficient number of trained resources with assigned responsibility and accountability for financial reporting processes and the effective design and operation of internal controls;
|
· |
ineffective documented and continuous risk assessment process (a) to identify and analyze risks of financial misstatement due to error and/or fraud; (b) to identify and assess necessary changes in generally accepted accounting principles and financial reporting processes and internal controls impacted by changes in the business model resulting from growth from acquisitions, changes in information systems, changes at SunEdison and transition of key personnel; and (c) to ensure appropriate control activities were established through policies and procedures to carry out management's directives to mitigate risks to the Company's financial reporting objectives;
|
· |
ineffective information and communication processes to ensure that appropriate and accurate information is available to financial reporting personnel on a timely basis;
|
· |
ineffective general information technology controls over all operating systems, databases, and IT applications supporting financial reporting resulting in ineffective process
‑
level automated controls and compensating manual controls dependent upon the information derived from IT systems, and end
‑
user computing controls over spreadsheets used in financial reporting;
|
· |
ineffective controls over the completeness, existence, and accuracy of revenues and the completeness, existence, accuracy and valuation of accounts receivable;
|
· |
ineffective reconciliation controls over the completeness, existence and accuracy of certain balance sheet accounts;
|
· |
ineffective controls over the completeness, existence and accuracy of expenses and accounts payable and accrued expenses;
|
· |
ineffective controls over the completeness, existence and accuracy of renewable energy facilities, accumulated depreciation, and depreciation expense;
|
· |
ineffective controls over the completeness, accuracy and presentation of restricted cash; and
|
· |
ineffective controls over the completeness and accuracy of information used as part of goodwill impairment, long
‑
lived asset impairment and asset retirement obligations assessments, fair value measurements of underlying assets acquired and liabilities assumed in b
usiness combinations, allocation of income between controlling and noncontrolling interest using the hypothetical liquidation of
book value method, and debt covenant compliance and going concern evaluation processes.
|
• |
our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on July 21, 2017;
|
• |
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017 filed with the SEC on August 29, 2017, September 29, 2017 and November 9, 2017, respectively;
|
• |
our Definitive Proxy Statement on Schedule 14A related to the Merger and Sponsorship Transaction, filed with the SEC on September 6, 2017;
|
• |
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 24, 2017; and
|
• |
our Current Reports on Form 8-K filed with the SEC on January 6, 2017, January 9, 2017, January 23, 2017, February 16, 2017, March 7, 2017, March, 9, 2017, March 21, 2017, April 6, 2017, April 28, 2017, May 16, 2017, June 30, 2017, August 3, 2017, August 11, 2017, September 11, 2017, October 10, 2017, October 17, 2017, November 13, 2017, November 17, 2017, November 27, 2017, December 6, 2017 and December 12, 2017.
|
Item 13. |
Other Expenses of Issuance and Distribution
|
SEC registration fee
|
$
|
51,888
|
||
Legal fees and expenses
|
$
|
30,000
|
||
Accounting fees and expenses
|
$
|
50,000
|
||
Printing and engraving expenses
|
$
|
__
|
||
Total
|
$
|
131,888
|
Item 14. |
Indemnification of Directors and Officers
|
Item 15. |
Recent sales of unregistered securities
|
Item 16. |
Exhibits and Financial Statement Schedules
|
Item 17. |
Undertakings
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
TERRAFORM POWER, INC.
|
|||
By:
|
/s/ JOHN STINEBAUGH
|
||
Name:
|
John Stinebaugh
|
||
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ JOHN STINEBAUGH
|
Chief Executive Officer
|
December 22, 2017
|
||
*
|
Chief Financial Officer
|
December 22, 2017
|
||
*
|
Chairman and Director
|
December 22, 2017
|
||
*
|
Director
|
December 22, 2017
|
||
*
|
Director
|
December 22, 2017
|
||
*
|
Director
|
December 22, 2017
|
||
*
|
Director
|
December 22, 2017
|
||
*
|
Director
|
December 22, 2017
|
||
*
|
Director
|
December 22, 2017
|
Exhibit
Number
|
Description
|
|
Purchase and Sale Agreement, dated as of November 17, 2014, among SunEdison, Inc., TerraForm Power, LLC, TerraForm Power, Inc., First Wind Holdings, LLC, First Wind Capital, LLC, D. E. Shaw Composite Holdings, L.L.C., the company members party thereto and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., acting jointly, solely in their capacity as the representative of the sellers (incorporated by reference to Exhibit 2.1 to TerraForm Power’s Form 8-K filed on February 03, 2015).
|
||
First Amendment to the Purchase and Sale Agreement, dated as of January 28, 2015, among SunEdison, Inc., TerraForm Power, LLC and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., acting jointly, solely in their capacity as the representative of the sellers (incorporated by reference to Exhibit 2.2 to TerraForm Power’s Form 8-K filed on February 03, 2015).
|
||
Sale and Purchase Agreement, dated as of January 5, 2017, among TerraForm Power Operating, LLC, SunEdison Yieldco UK Holdco 2, LLC and Vortex Solar UK Limited.** (incorporated by reference to Exhibit 2.1 to TerraForm Power’s Form 10-Q filed on August 29, 2017).
|
||
Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017, by and among TerraForm Power, Inc., Orion US Holdings 1 L.P. and BRE TERP Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on March 7, 2017).**
|
||
Amended and Restated Certificate of Incorporation of TerraForm Power, Inc (incorporated by reference to Exhibit 3.1 to TerraForm Power’s Form 8-K filed on July 25, 2014).
|
||
Amended and Restated Certificate of Incorporation of TerraForm Power, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on October 17, 2017).
|
||
Amended and Restated Bylaws of TerraForm Power, Inc (incorporated by reference to Exhibit 3.2 to TerraForm Power’s Form 8-K filed on July 25, 2014).
|
||
Second Amended and Restated Bylaws of TerraForm Power, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on October 17, 2017).
|
||
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to TerraForm Power’s Registration Statement on Form S-1, File No. 333-196345).
|
||
Amended and Restated Operating Agreement of Terra LLC (incorporated by reference to Exhibit 4.1 to TerraForm Power’s Form 8-K filed on July 25, 2014).
|
||
First Amendment, dated as of December 3, 2014, to the Amended and Restated Operating Agreement of Terra LLC (incorporated by reference to Exhibit 4.3 to TerraForm Power’s Registration Statement on Form S-1, File No. 333-200829).
|
||
Second Amendment, dated as of May 1, 2015, to the Amended and Restated Operating Agreement of Terra LLC (incorporated by reference to Exhibit 4.1 to TerraForm Power’s Form 8-K filed on May 06, 2015).
|
||
Third Amendment to Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC, dated as of June 1, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 2, 2016).
|
||
Fourth Amendment to Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC, dated as of July 24, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 25, 2016).
|
||
Indenture, dated as of January 28, 2015, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Registrant’s 8-K filed on February 03, 2015).
|
||
First Supplemental Indenture, dated as of June 11, 2015, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 12, 2015).
|
Fourth Supplemental Indenture, dated as of August 29, 2016, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2016).
|
||
Sixth Supplemental Indenture, dated as of October 16, 2017, among TerraForm Power Operating, LLC, as issuer, the Guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on October 17, 2017).
|
||
Indenture, dated as of July 17, 2015, by and among TerraForm Power Operating, LLC, each of the Guarantors party hereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015).
|
||
Third Supplemental Indenture, dated as of August 29, 2016, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 31, 2016).
|
||
Fifth Supplemental Indenture, dated as of October 16, 2017, among TerraForm Power Operating, LLC, as issuer, the Guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on October 17, 2017).
|
||
Indenture, dated as of December 12, 2017, between TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee relating to the 4.25% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 to TerraForm Power’s Form 8-K filed on December 12, 2017).
|
||
Form of 4.25% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to TerraForm Power’s Form 8-K filed on December 12, 2017).
|
||
Indenture, dated as of December 12, 2017, between TerraForm Power Operating, LLC, the guarantors party thereto
and U.S. Bank National Association, as trustee relating to the 5.00% Senior Notes due 2028. (incorporated by reference to Exhibit 4.3 to TerraForm Power’s Form 8-K filed on December 12, 2017).
|
||
Form of 5.00% Senior Notes due 2028 (incorporated by reference to Exhibit 4.4 to TerraForm Power’s Form 8-K filed on December 12, 2017).
|
||
Opinion of Sullivan & Cromwell LLP
|
||
Purchase Agreement, dated as of July 20, 2015, by and between TerraForm Power, LLC and SunEdison, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 22, 2015).
|
||
Credit and Guaranty Agreement, dated as of January 28, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of TerraForm Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent, collateral agent, joint lead arranger and joint bookrunner (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 03, 2015).
|
||
First Amendment to Credit and Guaranty Agreement, dated as of May 8, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
||
Second Amendment to Credit and Guaranty Agreement, dated as of August 11, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
||
Third Amendment to Credit and Guaranty Agreement, dated as of December 9, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
||
Fourth Amendment to Credit and Guaranty Agreement, dated as of March 30, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
||
Fifth Amendment to Credit and Guaranty Agreement, dated as of April 29, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
||
Sixth Amendment to Credit and Guaranty Agreement, dated as of May 6, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
Seventh Amendment to Credit and Guaranty Agreement, dated as of May 27, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report Form 8-K filed on June 2, 2016).
|
||
Eighth Amendment to Credit and Guaranty Agreement, dated as of September 9, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015).
|
||
Waiver Agreement, dated as of November 23, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.21 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Tenth Amendment to Credit and Guaranty Agreement, dated April 5, 2017, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report Form 8-K filed on April 6, 2017).
|
||
Eleventh Amendment to Credit and Guaranty Agreement, dated April 26, 2017, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report Form 8-K filed on April 28, 2017).
|
||
Twelfth Amendment to Credit and Guaranty Agreement, dated August 10, 2017, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report Form 8-K filed on August 11, 2017).
|
||
Amended and Restated Interest Payment Agreement, dated as of January 28, 2015, by and among TerraForm Power, LLC, TerraForm Power Operating, LLC, SunEdison, Inc. and SunEdison Holdings Corporation (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on February 03, 2015).
|
||
TerraForm Power, Inc. Registration Rights Agreement, dated as of January 29, 2015, among TerraForm Power, Inc., SunEdison, Inc., the holders of the Registrable Securities party thereto and Wilmington Trust, National Association, as collateral agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on February 03, 2015).
|
||
Joinder Agreement, dated as of May 1, 2015, by and among JPMorgan Chase Bank, N.A., Santander Bank, N.A., TerraForm Power Operating, LLC, TerraForm Power, LLC, Certain Subsidiaries of Borrower, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A. and Keybank National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 06, 2015).
|
||
Purchase and Sale Agreement, dated as of June 30, 2015, by and among Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2015).
|
||
Amended and Restated Purchase and Sale Agreement, dated as of December 15, 2015, by and between Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.1 to TerraForm Power’s Form 8-K filed on December 21, 2015).
|
||
Amended and Restated Purchase and Sale Agreement, dated as of December 15, 2015, by and between Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings II, LLC (incorporated by reference to Exhibit 10.2 to TerraForm Power’s Form 8-K filed on December 21, 2015).
|
||
Amended and Restated Purchase and Sale Agreement, dated as of December 15, 2015, by and between Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings III, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on December 21, 2015).
|
||
Raleigh Asset Purchase and Sale Agreement, dated as of June 30, 2015, by and between Invenergy Wind Canada Green Holdings ULC, TerraForm IWG Ontario Holdings LLC, Invenergy Wind Global LLC, Marubeni Corporation and Caisse de Dépôt et Placement du Québec (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2015).
|
First Amending Agreement, dated as of December 15, 2015, by and between Invenergy Wind Canada Green Holdings ULC and TerraForm IWG Ontario Holdings, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed on December 21, 2015).
|
||
TerraForm Option Agreement, dated as of December 15, 2015, by and between Sun Edison LLC and TerraForm Power, LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s 8-K filed on December 21, 2015).
|
||
Purchase Agreement dated as of July 20, 2015, by and between TerraForm Power, LLC and SunEdison, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 22, 2015).
|
||
Amended and Restated Purchase Agreement, dated as of December 9, 2015, by and between SunEdison, Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 09, 2015).
|
||
Interim Agreement dated as of July 20, 2015 by and among SunEdison, Inc., SEV Merger Sub Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015).
|
||
Amended and Restated Interim Agreement, dated as of December 9, 2015, by and between SunEdison, Inc., SEV Merger Sub Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on December 09, 2015).
|
||
Term Facility, Take/Pay and IDR Letter Agreement, dated as of December 9, 2015, by and between SunEdison, Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on December 09, 2015).
|
||
Settlement Agreement, dated as of March 6, 2017, by and among TerraForm Power, Inc., TerraForm Power, LLC, TerraForm Power Operating, LLC, SunEdison Inc. and the other parties named therein (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on March 7, 2017).
|
||
Voting and Support Agreement, dated as of March 6, 2017, by and among Orion US Holdings 1 L.P., BRE TERP Holdings Inc., SunEdison, Inc., SunEdison Holdings Corporation, SUNE ML1, LLC and TerraForm Power, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on March 7, 2017).
|
||
TerraForm Power, Inc. 2014 Second Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A, File No. 333-196345, filed on June 13, 2014).
|
||
Form of Restricted Stock United Agreement For Employees (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1/A, File No. 333-1, filed on July 16, 2014).
|
||
Form of Restricted Stock United Agreement For Directors (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1/A, File No. 333-1, filed on July 16, 2014).
|
||
Retention Bonus Award Letter to Rebecca Cranna dated April 7, 2016 (incorporated by reference to Exhibit 10.44 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement between Rebecca Cranna and TerraForm Power, Inc. dated July 5, 2016 (incorporated by reference to Exhibit 10.45 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement, dated as of August 30, 2016, by and among TerraForm Power, Inc., TerraForm Global, Inc. and Rebecca Cranna (incorporated by reference to Exhibit 10.46 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Bonus Award Letter to Rebecca Cranna dated December 12, 2016 (incorporated by reference to Exhibit 10.47 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement, dated as of December 20, 2016, between TerraForm Power, Inc. and Rebecca Cranna (incorporated by reference to Exhibit 10.48 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement Regarding Accelerated Vesting between Rebecca Cranna and TerraForm Power, Inc. dated December 20, 2016 (incorporated by reference to Exhibit 10.49 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
Retention Bonus Award Letter to Rebecca Cranna dated April 10, 2017 (incorporated by reference to Exhibit 10.50 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Retention Bonus Award Letter to Sebastian Deschler dated April 7, 2016 (incorporated by reference to Exhibit 10.51 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement between Sebastian Deschler and TerraForm Power, Inc. dated July 5, 2016 (incorporated by reference to Exhibit 10.52 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement, dated as of August 25, 2016 by and among TerraForm Power, Inc., TerraForm Global, Inc. and Sebastian Deschler (incorporated by reference to Exhibit 10.53 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Bonus Award Letter to Sebastian Deschler dated December 12, 2016 (incorporated by reference to Exhibit 10.54 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement, dated as of December 20, 2016, between TerraForm Power, Inc. and Sebastian Deschler (incorporated by reference to Exhibit 10.55 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Letter Agreement Regarding Accelerated Vesting between Sebastian Deschler and TerraForm Power, Inc. dated December 20, 2016 (incorporated by reference to Exhibit 10.56 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Retention Bonus Award Letter to Sebastian Deschler dated April 10, 2017 (incorporated by reference to Exhibit 10.57 to TerraForm Power’s Form 10-K filed on July 21, 2017).
|
||
Credit and Guaranty Agreement, dated as of December 15, 2015, among TerraForm Private Operating II, LLC, as borrower, TerraForm Private II, LLC, as a guarantor, certain subsidiaries of TerraForm Private Operating II, LLC, as guarantors, the lenders party thereto from time to time, and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.58 to TerraForm Power’s Form 10K filed on July 21, 2017).
|
||
Transition Services Agreement, dated September 7, 2017, between TerraForm Power, LLC and SunEdison, Inc. (incorporated by reference to Exhibit 10.1 to the TerraForm Power’s Periodic Report on Form 8-K filed on September 11, 2017).
|
||
Master Services Agreement, dated as of October 16, 2017, by and among Brookfield Asset Management Inc., BRP Energy Group L.P., Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield Global Renewable Energy Advisor Limited, TerraForm Power, Inc., TerraForm Power, LLC and TerraForm Power Operating, LLC (incorporated by reference to Exhibit 10.1 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
|
||
Relationship Agreement, dated as of October 16, 2017, by and among Brookfield Asset Management Inc., TerraForm Power, Inc., TerraForm Power, LLC and TerraForm Power Operating, LLC (incorporated by reference to Exhibit 10.2 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
|
||
Governance Agreement, dated as of October 16, 2017, by and among TerraForm Power, Inc., Orion US Holdings 1 L.P. and each member of the Sponsor Group that by the terms of the Governance Agreement becomes a party thereto (incorporated by reference to Exhibit 10.3 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
|
||
Brookfield Registration Rights Agreement, dated as of October 16, 2017, by and among Orion US Holdings 1 L.P. and TerraForm Power, Inc. (incorporated by reference to Exhibit 10.4 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
|
||
SunEdison Registration Rights Agreement, dated as of October 16, 2017, by and among TerraForm Power, Inc., SunEdison, Inc., SunEdison Holdings Corporation and SUNE ML 1, LLC (incorporated by reference to Exhibit 10.5 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
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Second Amended and Restated TERP LLC Operating Agreement, dated as of October 16, 2017, by and among TerraForm Power, Inc. and BRE Delaware Inc. (incorporated by reference to Exhibit 10.6 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
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Credit Agreement, dated as of October 16, 2017, by and among TerraForm Power, Inc., as Borrower, and Brookfield Asset Management Inc., a corporation existing under the laws of the Province of Ontario, and Brookfield Finance Luxembourg S.ÀR.L., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg, as Lenders (incorporated by reference to Exhibit 10.7 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
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Credit and Guaranty Agreement, dated as of October 17, 2017, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of TerraForm Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and HSBC Bank USA, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the TerraForm Power’s Form 8-K filed on October 17, 2017).
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Term Loan and Guaranty Agreement, dated as of November 8, 2017, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of TerraForm Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Royal Bank of Canada, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to TerraForm Power’s Form 8-K filed on November 13, 2017).
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List of Subsidiaries of TerraForm Power, Inc. (incorporated by reference to Exhibit 21.1 to TerraForm Power’s Form 10-K filed on July 21, 2017)
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Consent of KPMG LLP – TerraForm Power, Inc.
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