SunEdison, Inc. Announces Pricing of Initial Public Offering of TerraForm Global, Inc.

MARYLAND HEIGHTS, Mo. and BETHESDA, Md., July 31, 2015 /PRNewswire/ -- SunEdison, Inc. ("SunEdison")(NYSE: SUNE) and TerraForm Global, Inc. ("TerraForm Global") announced today that TerraForm Global, a subsidiary of SunEdison, has priced an underwritten initial public offering of 45,000,000 shares of its Class A common stock at a price to the public of $15.00 per share, representing gross proceeds of $675 million. The shares will begin trading on the NASDAQ Global Select Market on July 31, 2015 under the ticker symbol "GLBL." In connection with this offering, TerraForm Global has granted the underwriters a 30-day option to purchase up to an additional 6,750,000 shares of Class A common stock at the initial public offering price. TerraForm Global will also receive gross proceeds of $67.5 million from the sale of shares of Class A common stock in connection with a concurrent private placement transaction at a price per share equal to the initial public offering price.

TerraForm Global intends to use the net proceeds of this offering and the gross proceeds from the private placement transactions described in the prospectus to acquire newly-issued Class A units of TerraForm Global, LLC ("Global LLC"). Global LLC will use such proceeds and cash on hand, along with proceeds of the $810.0 million senior unsecured notes offering of TerraForm Global Operating, LLC, to repay all outstanding indebtedness (including accrued interest) under its bridge facility, to pay pending acquisition consideration, to repay project-level indebtedness and for general corporate purposes, which may include future acquisitions of clean energy generation assets from SunEdison or from unaffiliated third parties.

J.P. Morgan and Barclays are serving as joint bookrunning managers and structuring advisors in the offering, and Citigroup, Morgan Stanley, Goldman, Sachs & Co., BofA Merrill Lynch and Deutsche Bank Securities are serving as joint bookrunners in the offering.  Additionally, BTG Pactual, Itaú BBA, SMBC Nikko, Societe Generale and Kotak Investment Banking are serving as co-managers in the offering.

Copies of the prospectus related to the offering may be obtained from J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by telephone at (866) 803-9204; from Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling (888) 603-5847 or by emailing barclaysprospectus@broadridge.com; from Citi, c/o Broadridge Financial Solutions, Inc., 1155 Long Island Avenue, Edgewood, NY 11717 or by calling (800) 831-9146; or from Morgan Stanley, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.

A registration statement relating to this offering was declared effective by the Securities and Exchange Commission (the "Commission") on July 31, 2015. The registration statement can be accessed through the Commission's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of these securities will be made only by means of the prospectus.

Forward-Looking Statements

This communication contains forward-looking statements that may state SunEdison's or TerraForm Global's or their respective management's intentions, beliefs, expectations or predictions for the future. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as "will," "expect," "estimate," "anticipate," "forecast," "plan," "believe" and similar terms. Although SunEdison and TerraForm Global believe that their expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets. Any forward looking information presented herein is made only as of the date of this press release, and SunEdison and TerraForm Global do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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SOURCE SunEdison, Inc.