TerraForm Power, Inc. (NasdaqGS:TERP) launched a tender offer to acquire Saeta Yield, S.A. (BME:SAY) from Mutuactivos SA, SGIIC, Mutuactivos SA, SGIIC, Global Infrastructure Partners II, L.P. managed by Global Infrastructure Partners, Sinergia Advisors 2006 Agencia De Valores S.A. and others for approximately €1 billion on February 6, 2018. TerraForm offered €12.2 in cash per share of Saeta Yield. TerraForm Power intends to fund the acquisition from a $400 million (€323.56 million) equity offering, fully backstopped by Brookfield and $800 million (€647.12 million) will be financed with available liquidity, which TerraForm Power intends to refinance with a combination of project financings of its unencumbered assets and cash to be released from Saeta's assets. TerraForm Power has over $1 billion (€0.8 billion) of liquidity under committed facilities, including $500 million (€404.5 million) under its corporate credit facility, which has been upsized to $600 million (€485.3 million), and $500 million (€404.5 million) under the sponsor line with Brookfield.

As on May 2, 2018, TerraForm plans to use up to $650 million (approximately €530 million) of equity, around $350 million (approximately €280 million) in non-recourse debt raised from TerraForm's unencumbered assets, and about $200 million (approximately €160 million) of cash released from Saeta's balance sheet to finance the transaction. The tender offer is subject to certain closing conditions including obtaining regulatory approvals. TerraForm Power's acceptance of the shares of Saeta tendered in the tender offer is conditioned upon the obtaining compulsory authorization required from the European Commission and Cobra and GIP irrevocably accepting the tender offer in respect of their shares of Saeta representing no less than 48.222% of Saeta's voting share capital. TerraForm Power will be able to acquire 100% of the shares of Saeta provided that at least 90% of the shares are tendered in the offer. As of May 8, 2018, Citigroup issued an opinion that the consideration is fair from financial point of view. The Board of Directors of Saeta Yield, S.A. unanimously issued by a favorable opinion regarding the offer.

TerraForm Power has secured irrevocable commitments from shareholders, who together own more than a 50% interest, to tender their shares in Saeta under the offer. The transaction has been approved by the Board of Directors of TerraForm Power. As of March 28, 2018, approval from the European Commission has been obtained. As of April 27, 2018, Comisión Nacional del Mercado de Valores approved the deal. As on May 3, 2018, the acceptance period for the bid will last from May 3, 2018 to June 1, 2018. The tender offer is expected to be completed in the second quarter of 2018. As announced on May 2, 2018, the transaction is expected to complete in June or July 2018. The acquisition is highly accretive to TerraForm Power, with CAFD accretion of 24% on a pro forma basis and returns on equity in excess of TerraForm Power's target. The acquisition will improve TerraForm Power's balance sheet and credit profile. With the incremental equity as announced on May 2, 2018, the acquisition would still be very accretive to TerraForm Power's CAFD per share. As on June 5, 2018, the acceptance period for the tender offer has concluded, with the closing date for the transaction expected next week. As of June 7, 2018, the deal has been accepted by 95.28% of the share capital of Saeta Yield. TerraForm Power will launch squeeze out for the remaining shares of Saeta Yield. As of June 8, 2018, TerraForm Power announces that the transaction is expected to close on June 12, 2018. The squeeze out to procure the remaining 5% shares is expected to close on July 3, 2018. On June 11, 2018, Brookfield Renewable, together with its institutional partners, acquired an additional 61 million shares in TerraForm Power in a private placement; proceeds will support the funding of TerraForm Power's acquisition of Saeta Yield.

Alejandro Ortiz Vaamonde and Esteban Arza Bombin of Linklaters acted as the legal advisor to Global Infrastructure Partners and Cobra. Rafael Nuñez-lagos, Alfonso Ventoso, Antonio Guerra, Jaime Tarrero, Beatriz Camilleri, Felipe Carbonell, Daniela Mendes and Carla Alonso from Uría Menéndez Abogados, S.L.P. and Iñigo Gomez-Jordana, Jesus PalenciaIñigo Gomez-Jordana of DLA Piper LLP (US) acted as the legal advisors for TerraForm. J&A Garrigues, S.L.P. acted as legal advisor and Citibank Espana S.A. acted as the financial advisor for Saeta Yield, S.A. Luis Pérez de Ayala and José Luis Rodríguez of CUATRECASAS acted as legal advisors to Saeta Yield.

TerraForm Power, Inc. (NasdaqGS:TERP) completed the acquisition of Saeta Yield, S.A. (BME:SAY) from Mutuactivos SA, SGIIC, Mutuactivos SA, SGIIC, Global Infrastructure Partners II, L.P. managed by Global Infrastructure Partners, Sinergia Advisors 2006 Agencia De Valores S.A. and others for €1 billion on June 12, 2018. TerraForm Power completed the acquisition of approximately 95% of the outstanding shares of Saeta Yield at a price of €12.66 per share. With greater than 90% of the shares being acquired, TerraForm Power intends to pursue a statutory squeeze out procedure under Spanish law to procure the remaining approximately 5% of the shares of Saeta Yield, which is expected to close on July 3, 2018. TerraForm funded the purchase price of the tendered shares of Saeta Yield with $650 million (€529 million) of proceeds from the private placement of its Class A common stock to Orion and Brookfield BRP Holdings (Canada) Inc., along with approximately $471 million (€383.3 million) from its existing liquidity, including the proceeds of a $30 million (€24.4 million) draw on its sponsor line of credit agreement a $359 million (€292.2 million) drawn on the TerraForm‘s corporate revolving credit facility and approximately $82 million (€66.7 million) of cash on hand. As on July 2, 2018, TerraForm completed the minority squeeze out, increasing it's ownership to 100%.