TerraForm Power: Brookfield-Übernahme am 16. Oktober abgeschlossen
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TerraForm Power Announces Merger and Sponsorship Transaction with Brookfield to Close on October 16, 2017
- Stockholders Approve Merger and Sponsorship Transaction
- Deadline to Elect Form of Consideration Thursday, October 12, 2017
- Declared a special dividend of $1.94 per share
BETHESDA, Md. -- TerraForm Power, Inc. (Nasdaq:TERP) (the “Company”), an owner and operator of clean energy power plants, today announced that the Company’s stockholders approved the previously announced Merger and Sponsorship Transaction with certain affiliates of Brookfield Asset Management Inc. (“Brookfield”) and that the Merger and Sponsorship Transaction will close on Monday, October 16, 2017. Pursuant to the terms of the Transaction Agreement, the Company also announced that the deadline for stockholders to submit an effective form of election with respect to the form of consideration they would like to receive in connection with the Merger and Sponsorship Transaction is Thursday, October 12, 2017 at 5:00 p.m. New York City time. Stockholders who own their stock through a bank or brokerage firm may be subject to an earlier election deadline as set by their applicable bank or brokerage firm.
“We are very pleased to announce the closing date of the Brookfield Transaction,” said Peter Blackmore, Chairman and Interim Chief Executive Officer of the Company. “With the support of Brookfield as a sponsor, TerraForm Power is well positioned for future success.”
At a special meeting of the stockholders of the Company held on October 6, 2017, stockholders voted to approve and adopt the Merger and Sponsorship Transaction Agreement, approve an amendment to the Company’s Certificate of Incorporation, and approve certain compensation arrangements for the Company’s named executive officers in connection with the merger and other transactions contemplated by the Merger and Sponsorship Transaction Agreement. The adoption of the Merger and Sponsorship Transaction Agreement was also approved by a majority of the Company’s stockholders, excluding Brookfield, SunEdison and their respective affiliates. All conditions to the closing of the Brookfield Transaction have been satisfied (other than those conditions that by their nature are to be satisfied at the closing).
Upon the closing of the merger, depending on the form of consideration stockholders elect, stockholders will be entitled to either (i) receive $9.52 in cash or (ii) retain one share of Class A common stock, par value $0.01 per share, in the Company for each share of the Company’s Class A common stock owned immediately prior to the merger. The election is subject to proration based on the number of shares for which stockholders have elected each type of consideration, as described more fully in the Company’s definitive proxy statement filed with the SEC on September 6, 2017.
Also on October 6, 2017, the board of directors of the Company formally declared a previously announced special dividend of $1.94 per share on its shares of Class A common stock. The special dividend will be payable in cash to Class A stockholders of record on the closing date, October 16, 2017, immediately prior to the effective time of the merger.
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.
Meaghan Repko / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher