TerraForm Power: Übernahme durch Brookfield abgeschlossen
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TerraForm Power Closes Merger and Sponsorship Transaction
BETHESDA, Md. -- TerraForm Power, Inc. (Nasdaq:TERP) (“TerraForm Power”) today announced the closing of its previously announced merger and sponsorship transaction. Brookfield Asset Management (“Brookfield”) has assumed the role of TerraForm Power’s sponsor and Brookfield, together with its institutional partners, is now TerraForm Power’s controlling shareholder, holding 51% of its outstanding common shares.
John Stinebaugh, the newly appointed Chief Executive Officer of TerraForm Power said: “We are confident that TerraForm Power is well-positioned for success. We see multiple paths to accretively grow the business, both organically and through acquisitions that will expand our premier portfolio of operating solar and wind assets. We look forward to executing on our plan to surface significant value and deliver compelling returns to investors.”
In connection with the merger, stockholders were given the option to elect for each share of Class A common stock owned immediately prior to the merger to either (i) receive $9.52 in cash (the “cash option”) or (ii) retain one share of Class A common stock following the closing of the merger (the “stock option”). As previously announced, the cash option and stock option elections were subject to proration procedures as set forth in the Merger and Sponsorship Transaction Agreement. Based on the results of the consideration election, the elections of the stock option were oversubscribed and the proration ratio was 62.6%, which meant that stockholders electing to receive 100% of their merger consideration in stock retained 62.6% of their shares of Class A common stock in the merger and received cash consideration in respect of 37.4% of their shares. As of immediately following the consummation of the merger, there were 148,224,429 shares of Class A common stock of TerraForm Power outstanding.
TerraForm Power owns and operates a best-in-class renewable power portfolio of solar and wind assets totaling more than 2,600 megawatts of installed capacity located primarily in the U.S. Its objective is to deliver an attractive and sustainable total annual return of 12% to shareholders, comprised of a strong dividend yield, supported by a payout ratio of 80-85% of CAFD, and target annual dividend growth of 5-8%. Its target dividend for 2018 is $0.72 per share.
- High quality assets that produce stable cash flow. Large-scale, diversified portfolio of recently constructed solar and wind assets, under long term contract with creditworthy off-takers.
- Well-positioned to achieve targeted annual dividend growth of 5%-8%. TerraForm Power is well-positioned to achieve target dividend growth by enhancing cash flows of existing assets through cost savings, as well as through organic growth, acquisitions originated by Brookfield and access to a 3,500 MW ROFO pipeline. Margin improvement initiatives alone are expected to support target growth through 2020.
- Prudent financing strategy. TerraForm Power has a simplified capital structure with a strong balance sheet and a plan to further reduce corporate leverage.
- Experienced sponsor. Brookfield Asset Management is one of the leading owners and operators of renewable power facilities globally and has an established track record of creating shareholder value as the sponsor of publicly traded entities.
In connection with the consummation of the merger, Mr. Peter Blackmore resigned from his position as the Interim Chief Executive Officer of TerraForm Power and Ms. Rebecca Cranna was removed from her position as the Executive Vice President and Chief Financial Officer of TerraForm Power.
John Stinebaugh has been named Chief Executive Officer of TerraForm Power. Mr. Stinebaugh brings over 20 years of infrastructure and power expertise to his role as Chief Executive Officer of TerraForm Power. Mr. Stinebaugh is a Managing Partner with Brookfield. In this capacity, he has held a number of senior roles responsible for sourcing investment opportunities and overseeing operations including oversight of Brookfield’s infrastructure debt business, Chief Operating Officer and Chief Financial Officer of Brookfield Property Group, and Chief Financial Officer and Head of North America for Brookfield Infrastructure Group.
Matthew Berger has been named Chief Financial Officer of TerraForm Power. Mr. Berger brings over 20 years of Finance experience to his role. He joined Brookfield in 2013 and most recently served in Brookfield Property Group as Executive Vice-President and Chief Financial Officer of IDI Gazeley, one of the world’s largest investors and developers of logistics warehouses and distribution parks.
TerraForm Power has posted an updated corporate profile presentation on its website (www.terraformpower.com) that expands on its strategy for the company going forward.
About TerraForm Power
TerraForm Power owns and operates a best-in-class renewable power portfolio of solar and wind assets located primarily in the U.S., totaling more than 2,600 megawatts of installed capacity. TerraForm Power has a mandate to acquire operating solar and wind assets in North America and Western Europe. TerraForm Power is listed on the Nasdaq stock exchange (Nasdaq:TERP). It is sponsored by Brookfield Asset Management, a leading global alternative asset manager with more than US$250 billion of assets under management.
For more information about TerraForm Power, please visit: www.terraformpower.com.