SunEdison, Inc., and TerraForm Power, Inc., have signed a definitive agreement to acquire First Wind, one of the leading developers, owners and operators of wind projects in the US.  With the purchase, SunEdison is poised to become the leading global renewable energy development company. 

• SunEdison will purchase more than 1.6 GW of pipeline and backlog projects, which have been added to TerraForm Power’s call right project list and are expected to be operational in 2016-2017.  Included in the transaction is an additional 6.4 GW of project development opportunities.   
• TerraForm Power acquires 521 MW of contracted wind generation assets from First Wind and adds 1.6 GW to its list of call right projects scheduled for drop down in 2016-2017.  The acquisition increases the generation capacity of TerraForm Power’s operating portfolio by more than 50% and provides further geographic diversity in Maine, New York, Hawaii, Vermont and Massachusetts. In addition, subsequent to the acquisition, TerraForm Power’s call right project list with SunEdison will double to 3.2 GW of solar and wind projects.  
• Total consideration for the acquisition of First Wind is up to $2.4 billion, comprising $1.9 billion in upfront consideration and a $510 million earn-out.  SunEdison’s portion of the total consideration is $1.5 billion, which entails an upfront consideration of $1.0 billion and the earn-out.   As part of its upfront consideration, SunEdison will issue a $340 million seller note.  The earn-out will be payable by SunEdison subject to completion of certain projects in First Wind’s backlog.  TerraForm Power will acquire First Wind’s operating portfolio for an enterprise value of $862 million. 
• Concurrently, SunEdison will put in place a $1.5 billion non-recourse warehouse financing facility, for projects expected to be dropped down into TerraForm, which will provide certainty of financing for the Company to complete the build-out of its backlog and pipeline projects, including those acquired from First Wind.  SunEdison has raised its 2015 project installation guidance from 1.6-1.8 GW to 2.1-2.3 GW.