TerraForm Global Completes Consent Solicitation

September 8, 2016

Willkie represented an ad hoc group owning more than 70% of TerraForm Global’s 9.75% Senior Notes due 2022.

On September 2, TerraForm Global, Inc. (together with its subsidiaries, “TerraForm Global”) announced that its subsidiary TerraForm Global Operating, LLC (“Operating LLC”) had successfully completed the solicitation of consents (the “Consent Solicitation”) from holders (“Noteholders”) of its 9.75% Senior Notes due 2022 (the “Notes”) to obtain waivers relating to certain reporting covenants under Operating LLC’s Indenture dated as of August 5, 2015, and to effectuate certain amendments to the Indenture (the “Waivers and Amendments”).

Willkie represented an ad hoc group of Noteholders (the “Ad Hoc Group”) owning, in the aggregate, in excess of 70% of the outstanding principal amount of the Notes in connection with extensive negotiations with TerraForm Global concerning the Waiver and Amendments. The Consent Solicitation, which received broad support from the Noteholders, provided Operating LLC with, among things, an additional three months to comply with its reporting covenants for certain annual and quarterly financial statements. In exchange, the Noteholders received an upfront consent fee, additional “special interest” of 4.0% per annum during the three-month waiver period, an agreement to pay down Operating LLC’s outstanding borrowings under its revolving credit facility, and amendments to the Indenture imposing restrictions and conditions on the ability to make restricted payments and permitted investments and to incur indebtedness and permitted liens, among other terms.

TerraForm Global is a global owner and operator of wind and solar clean energy power plants in emerging markets including Brazil, India, China and South Africa. TerraForm Global’s sponsor and controlling shareholder, SunEdison Inc., filed for chapter 11 bankruptcy protection in April 2016. TerraForm Global is not one of the debtor entities.

The transaction was principally handled by partners Matthew Feldman, Gordon Caplan and Cristopher Greer; and associates Weston Eguchi and Gabriel Brunswick.