SunEdison Sets Bankruptcy Exit With Nothing for Shareholders

https://www.bloomberg.com/news/articles/2017-07-25/sunedison-sets-bankruptcy-exit-with-nothing-for-shareholders

SunEdison Inc. won final approval for a bankruptcy plan that will leave what was once the world’s largest renewable-energy firm as a shell of its former self, with nothing for shareholders whose investment at one point had been worth about $10 billion.

SunEdison, known for gobbling up other companies and expanding at breakneck speed, will now exit Chapter 11 to “continue business operations to administer and maximize the value of the company’s remaining assets,” including intellectual property and fixtures, Chief Financial Officer Philip Gund said in court filings.

U.S. Bankruptcy Judge Stuart Bernstein’s approval of the reorganization plan in Manhattan court Tuesday came as he overruled remaining objections from shareholders as well as two investors who had opposed the company’s exit financing. He noted that many shareholders had emailed him to object to the plan, and that he would issue a written ruling explaining his decision to approve the reorganization in despite of their protests.

Bernstein said there was no evidence of bad faith in the negotiation of exit financing, as had been alleged by CNH Partners LLC and AQR Capital Management LLC, holders of second-lien debt. Left out of the exit financing, they had alleged that the company had essentially bought the votes of other second-lien creditors that had agreed to fund it in exchange for stock in the reorganized company.

Bleak Prospects

When SunEdison first sought court protection in April 2016, things looked bleak for creditors and its two companies known as yieldcos created to buy the wind and solar projects it built, TerraForm Power Inc. and TerraForm Global Inc., whose finances were deeply entwined with their parent. The bankruptcy covered $16.1 billion in liabilities and a tangle of 1,500 legal entities, including individual wind and solar projects still in development.

SunEdison managed to settle disputes with the yieldcos and negotiate a sale for some of its more prized projects. Its crowning achievement was the sale of its yieldco stakes to Brookfield Asset Management Inc.

SunEdison’s second-lien debt holders participating in the exit financing will get 90 percent of the company’s new common stock as well as 90 percent of Class A shares in TerraForm Power in exchange for backing a rights offering designed to raise $300 million for the bankruptcy exit, according to court filings.

The reorganized company’s modest agenda also includes completing transactions for remaining assets that are being sold, and maximizing the recovery of tax refunds, court filings show.

Management Actions

The plan also settles some disputes over what caused the company to fail. These included the actions of executives and directors, and how SunEdison created and used the two TerraForms to deliver yield to investors hungry for wind and solar investments. The pacts resolve issues that are all “highly contentious, complex, multi-party issues that would each raise their own risks and factual challenges if litigated,” Chief Executive Officer John Dubel wrote in a court filing.

Those measures helped unsecured creditors, who had once expected to get nothing. They secured $32 million in proceeds of directors and officers’ insurance through settlements, and $18 million through negotiations with the yieldcos. They will be repaid through a trust, seeded with those funds, which also has the rights to pursue lawsuits over the company’s demise. While the settlements limit potential lawsuits, court papers note that some claims related to fraud, willful misconduct or gross negligence are still possible.

Secured creditors, including some who rolled over their pre-bankruptcy debt into a new loan at the outset of the Chapter 11 case, will be repaid in full with cash, according to court papers. This group includes banks that provided the company with an operating loan to keep funding projects in bankruptcy.

More Lawsuits

A debtor-in-possession or DIP loan from Deutsche Bank AG as administrative agent at the outset of the case was repaid by a second DIP loan in April. The second DIP was arranged by Deutsche Bank, Goldman Sachs Lending Partners LLC and Bank of America Merrill Lynch. Deutsche, Goldman and other funds were also lenders, according to court papers.

The reorganization doesn’t affect ongoing lawsuits from SunEdison’s common shareholders, who pursued the company’s former management. A spokesman for SunEdison didn’t return a call and email seeking comment.

Even as the reorganization draws to a close, letters from more than 100 disgruntled shareholders continue to roll in for the judge, and a group to represent them continued to object. They questioned how the company ran through $24 billion in financing, leaving nothing for them. They also complained that they were left in the dark about how assets were valued and sold.

“I have significant value in this company which will affect my family,” shareholder Piyush Patel wrote in a July 5 letter to Bernstein, complaining that an independent financial audit of the company was never done.

“SunEdison flew too close to the sun and landed in Manhattan bankruptcy court,” Nathan Serota, a New York-based analyst at Bloomberg New Energy Finance, said in an email last week. “During the Chapter 11 process, the company lost nearly all of the the assets and personnel that -- for better or worse – defined it in the first place.”

The case is In re SunEdison Inc., 16-10992, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The shareholder lawsuits are 16-02742, U.S. District Court, Southern District of New York (Manhattan).

SunEdison sets bankruptcy exit as judge OKs reorganization plan

https://seekingalpha.com/news/3281232-sunedison-sets-bankruptcy-exit-judge-oks-reorganization-plan?uprof=46&dr=1#email_link

SunEdison (OTCPK:SUNEQ) wins final approval for a bankruptcy plan that will leave nothing for shareholders whose investment once had been worth ~$10B.

SUNE will exit Chapter 11 to “continue business operations to administer and maximize the value of the company’s remaining assets,” according to court filings.

SUNE’s second-lien debt holders participating in the exit financing will get 90% of the company’s new common stock as well as 90% of Class A shares in TerraForm Power (NASDAQ:TERP) in exchange for backing a rights offering designed to raise $300M for the bankruptcy exit.

Now read: SunEdison's Confirmation Hearing Is On July 20 - The End To This Saga »https://seekingalpha.com/article/4086814-sunedisons-confirmation-hearing-july-20-end-saga?source=read_now

TerraForm Power, Inc. (TERP) - FORM 10-K

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TerraForm Power, Inc. (TERP) - FORM 8-K

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TerraForm Power Reports 4Q 2016 and Full Year 2016 Financial Results

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TerraForm Power Announces Extensions to Regain Nasdaq Compliance

BETHESDA, Md., June 30, 2017 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power" or the "Company"), an owner and operator of clean energy power plants, announced today that the Nasdaq Hearings Panel granted the Company further extensions to regain compliance with Nasdaq's continued listing requirements. Under these extensions, the Company's Class A common stock will remain listed on the Nasdaq Stock Market, subject to the requirement that the Company's Form 10-K for the year ended December 31, 2016 be filed with the SEC by July 24, 2017, its annual meeting of stockholders be held by August 24, 2017, its Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and its Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017.

In addition, the Company is required to provide the Nasdaq Hearings Panel, by July 10, 2017, certain additional information regarding the status of the audit of the Company's financial statements for the fiscal year ended December 31, 2016. The Nasdaq Hearings Panel may reconsider the terms of the above extensions following its review of this additional information or based on any other relevant event, condition or circumstance.

About TerraForm Power

TerraForm Power is a renewable energy company that is changing how energy is generated, distributed and owned. TerraForm Power creates value for its investors by owning and operating clean energy power plants. For more information about TerraForm Power, please visit: www.terraformpower.com.

Cautionary Note Regarding 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 Securities Exchange Act of 1934. 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 variations 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.

Such statements include, without limitation, statements regarding the additional time that has been granted for the Company to regain compliance with the Nasdaq rules; the Company's ability and time required to regain compliance with the Nasdaq rules; and the progress, outcome and timing of completing the delayed filings and holding the annual meeting. These forward-looking statements are based on current expectations as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the Nasdaq Hearing Panel's review of the additional information regarding the status of the audit of the Company's financial statements for the fiscal year ended December 31, 2016, the extent and impact of delays in the Company's completion of its financial statements and the filing of its annual and quarterly reports; whether the Nasdaq Hearings Panel will reconsider the terms of the extension granted; whether the Nasdaq Listing and Hearing Review Council will determine to review the Panel's decision; the Company's ability to regain compliance with Nasdaq's continued listing requirements; as well as additional factors we have described in other filings with the Securities and Exchange Commission.

The risks included above are not exhaustive. Other factors that could adversely affect our business and prospects are described in the filings made by us with the Securities and Exchange Commission.

The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 29, 2017, TerraForm Power, Inc. (the “Company”) received a notification letter from a Hearings Advisor from the Nasdaq Office of General Counsel, informing the Company that the Nasdaq Hearings Panel (the “Panel”) granted the Company further extensions to regain compliance with Nasdaq’s continued listing requirements. Under these extensions, the Company’s Class A common stock will remain listed on the Nasdaq Stock Market, subject to the requirement that the Company’s Form 10-K for the year ended December 31, 2016 be filed with the Securities and Exchange Commission (the “SEC”) by July 24, 2017, its annual meeting of stockholders be held by August 24, 2017, its Form 10-Q for the first quarter of 2017 be filed with the SEC by August 30, 2017 and its Form 10-Q for the second quarter of 2017 be filed with the SEC by September 30, 2017.

In addition, the Company is required to provide the Panel, by July 10, 2017, certain additional information regarding the status of the audit of the Company’s financial statements for the fiscal year ended December 31, 2016. The Panel may reconsider the terms of the above extensions following its review of this additional information or based on any other relevant event, condition or circumstance. The Nasdaq Listing and Hearing Review Council may also determine to review the Panel’s decision.