SunEdison and J.P. Morgan Asset Management-Infrastructure Investments Announce a Strategic Equity Partnership

- Institutional investors advised by J.P. Morgan Asset Management's - Global Real Assets to provide equity funding in new strategic partnership for projects developed or purchased by SunEdison

- TerraForm Power will have exclusive call rights to SunEdison's interest in operating assets from the partnership

- Renewable energy assets may be held by the partnership indefinitely or until TerraForm Power exercises its call rights for SunEdison's partnership interest

- The partnership will be seeded with a 33 percent interest in Dominion's 425 MW solar portfolio, the debt commitment of which will be financed by KeyBank National Association and Santander Bank, N.A.

Sep 08, 2015, 08:00 ET from SunEdison, Inc.

BELMONT, Calif., Sept. 8, 2015 /PRNewswire/ -- SunEdison, Inc. (NYSE: SUNE), the largest global renewable energy development company, together with institutional investors advised by J.P. Morgan Asset Management – Global Real Assets, today announced a strategic partnership to fund renewable energy projects in both operating and construction stages. Under the partnership commitment, J.P. Morgan's clients are expected to provide equity to purchase renewable energy projects developed or purchased by SunEdison. Remaining project costs are expected to be funded with traditional, non-recourse commercial bank debt and tax equity.

This partnership, which will be majority owned by J.P. Morgan's clients, and may be expanded with the agreement of both partners, is initially expected to fund the purchase of a 33 percent interest, valued at $300 million, in a 425 megawatt (MW) AC portfolio of solar assets owned by Dominion (NYSE: D). Both KeyBank N.A. and Santander Bank, N.A. have committed to provide project debt financing, subject to certain conditions.

Proceeds from the strategic partnership with J.P. Morgan Asset Management's Infrastructure Investment Group are expected to provide for payment of an agreed upfront development margin. SunEdison would have the ability to repurchase these projects from the partnership and any projects not called by SunEdison would continue to be owned by the partnership. The partnership also contemplates the acquisition of new development projects into mid-2016, providing an ongoing source of capital for SunEdison projects ready to go into construction or operation.

"This partnership supports SunEdison's growth strategy while strengthening our liquidity," said Paul Gaynor, executive vice president of SunEdison's EMEA and Americas business unit. "Attracting strong investors such as J.P. Morgan Asset Management reinforces the breadth and depth of demand for ownership of renewable energy assets. We are pleased to leverage this new partnership to invest in Dominion's diverse, domestic portfolio of solar assets without using any equity from SunEdison. This is our third transaction announced with Dominion in the last month."

"We are pleased to have this opportunity to pursue this partnership with the leading global renewable energy company," said Matt LeBlanc, chief investment officer of OECD Infrastructure at J.P. Morgan Asset Management – Global Real Assets. "These high-quality projects represent a significant and attractive investment in viable, long-term infrastructure assets for our investors in alignment with our partner, SunEdison."

SunEdison's interest in the partnership's ownership stake in the solar portfolio will be added to the Call Right Projects List for TerraForm Power, Inc. The partnership creates additional asset storage capacity for SunEdison projects under construction and operation. The partnership will support incremental flexibility and long-term growth for both SunEdison and TerraForm Power as well as the ability for J.P. Morgan's clients to deploy capital into high-quality renewable energy projects.

The partnership's 33 percent stake in Dominion's solar portfolio includes 24 projects in six states. All of the projects are unlevered, operating or will be operating by the end of 2015, and fully-contracted with power purchase agreements with major utilities and off-takers. This is one of three transactions with Dominion in the last month for SunEdison, as Dominion has invested approximately $830 million to acquire 50 percent cash equity and 99 percent tax equity interest in SunEdison's Four Brothers and Three Cedars solar projects in Utah which total 685 MW DC.

Completion of the formation of the strategic partnership and the financial close of the related project-finance debt facility is subject to customary conditions and approvals. KeyBanc Capital Markets served as an advisor to SunEdison on the strategic partnership with J.P. Morgan Asset Management – Global Real Assets.

About SunEdison SunEdison is the largest global renewable energy development company and is transforming the way energy is generated, distributed, and owned around the world. The company develops, finances, installs, owns and operates renewable power plants, delivering predictably priced electricity to its residential, commercial, government and utility customers. SunEdison is one of the world's largest renewable energy asset managers and provides customers with asset management, operations and maintenance, monitoring and reporting services. Corporate headquarters are in the United States with additional offices and technology manufacturing around the world. SunEdison's common stock is listed on the New York Stock Exchange under the symbol "SUNE." To learn more visit www.sunedison.com.

About J.P. Morgan Asset Management – Global Real Assets J.P. Morgan Asset Management – Global Real Assets has more than $85 billion in assets under management and more than 400 professionals in the U.S., Europe and Asia Pacific, as of June 30, 2015. With a 45-year history of successful investing, J.P. Morgan Asset Management – Global Real Assets' broad capabilities provide many of the world's most sophisticated investors with a global platform of real estate, infrastructure and transportation strategies driven by local investment talent with disciplined investment processes consistently implemented across asset types and regions. The Global Real Assets team is part of J.P. Morgan Asset Management's Alternatives Investments business, which collectively manages over $120 billion in client assets across real assets, hedge funds, credit and private equity. For more information: jpmorgan.com/institutional/global_real_assets

Forward Looking Statements This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variation of words such as "expect," "anticipate," "believe," "intend," "plan," "seek," "estimate," "predict," "project," "goal," "guidance," "outlook," "objective," "forecast," "target," "potential," "continue," "would," "will," "should," "could," or "may" or other comparable terms and phrases. All statements that address operating performance, events, or developments that SunEdison expects or anticipates will occur in the future are forward-looking statements. They may include estimates of expected cash available for distribution (CAFD), earnings, revenues, capital expenditures, liquidity, capital structure, future growth, and other financial performance items (including future dividends per share), descriptions of management's plans or objectives for future operations, products, or services, or descriptions of assumptions underlying any of the above. Forward-looking statements provide SunEdison's current expectations or predictions of future conditions, events or results and speak only as of the date they are made. Although SunEdison believes its expectations and assumptions are reasonable, it can give no assurance that these expectations and assumptions will prove to have been correct and actual results may vary materially.

By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond SunEdison's control and are described in SunEdison's Form 10-K for the fiscal year ended December 31, 2014, as well as additional factors it may describe from time to time in other filings with the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

SunEdison disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data, or methods, future events, or other changes, except as required by law.

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SOURCE SunEdison, Inc.



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