SunEdison Announces Pricing Of $650 Million Of Perpetual Convertible Preferred Stock

Aug 18, 2015, 09:10 ET from SunEdison, Inc.

MARYLAND HEIGHTS, Mo., Aug. 18, 2015 /PRNewswire/ -- SunEdison, Inc. (the "Company") (NYSE: SUNE) announced today the pricing of its public offering of 650,000 shares of 6.75% Series A Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Perpetual Convertible Preferred Stock"), at a price of $1,000 per share. The offering is expected to close on August 21, 2015, subject to customary closing conditions.

Dividends on the shares of the Perpetual Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company's board of directors, or an authorized committee thereof, at the rate per annum of 6.75% on the liquidation preference of $1,000 per share of the Perpetual Convertible Preferred Stock. The dividends may be paid in cash, by delivery of shares of the Company's common stock or through any combination of cash and shares of the Company's common stock, as determined by the Company. Declared dividends will be payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing December 1, 2015. The Perpetual Convertible Preferred Stock has no maturity date, unless earlier converted or purchased. The Perpetual Convertible Preferred Stock will not be redeemable. 

Holders of the Perpetual Convertible Preferred Stock will have the right to convert their shares of the Perpetual Convertible Preferred Stock into shares of common stock of the Company at any time. The initial conversion rate will be 56.7666 shares of common stock for each share of Perpetual Convertible Preferred Stock (subject to adjustment in certain circumstances), which is equal to an initial conversion price of approximately $17.62 per share of common stock. In addition, on or after September 6, 2020, the Company may cause all or any portion of the Perpetual Convertible Preferred Stock to be converted, at its option, into shares of common stock of the Company at the then-prevailing conversion rate, subject to certain conditions.

The Company estimates that the net proceeds from this offering will be approximately $626.1 million, after deducting the underwriters' discount and estimated offering expenses. The Company intends to use the net proceeds from this offering for general corporate purposes, including funding working capital and growth initiatives.

Goldman, Sachs & Co., BofA Merrill Lynch, Deutsche Bank Securities, Morgan Stanley, J.P. Morgan and Macquarie Capital are acting as joint book-running managers and MCS Capital Markets, an affiliate of KKR, is acting as co-manager for the offering.

This offering is being made pursuant to a shelf registration statement which was filed with the Securities and Exchange Commission (the "SEC") and became effective on September 9, 2013. A preliminary prospectus supplement and the accompanying prospectus relating to these securities has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to these securities may also be obtained by sending a request to: Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com; BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038, e-mail: dg.prospectus_requests@baml.com; Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, telephone: (800) 503-4611, e-mail: prospectus.cpdg@db.com; Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014, telephone: (866) 718-1649, e-mail: prospectus@morganstanley.com; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; or Macquarie Capital, Attn: Prospectus Department, 125 West 55th St, 22nd Floor, New York, NY, 10019, telephone: (212) 231-0440, e-mail: us.prospectus@macquarie.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, including any shares of the Perpetual Convertible Preferred Stock or any shares of the Company's common stock issuable as dividends on, or upon conversion of, the Perpetual Convertible Preferred Stock, nor shall there be any offer, solicitation or sale of any securities, including any shares of the Perpetual Convertible Preferred Stock or any shares of the Company's common stock issuable as dividends on, or upon conversion of, the Perpetual Convertible Preferred Stock in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About SunEdison

SunEdison is the world's largest renewable energy development company and is transforming the way energy is generated, distributed and owned around the globe. 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." 

Forward-Looking Statements

Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, the expected closing date of the offering of the Perpetual Convertible Preferred Stock and the expected use of the net proceeds.  These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release. The forward-looking statements in this press release speak only as of the date of this press release and are subject to uncertainty and changes. Given these circumstances, you should not place undue reliance on these forward-looking statements. SunEdison expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

Logo - http://photos.prnewswire.com/prnh/20150203/173064LOGO

SOURCE SunEdison, Inc.



RELATED LINKS

http://www.sunedison.com