Orion US Holdings 1 L.P. entered into an agreement to acquire TerraForm Global, Inc. (NasdaqGS:GLBL) (TERP) for approximately $780 million on March 6, 2017. Under the terms of the merger agreement, the group of buyers will pay $5.1 per share in cash for the Class A shares, restricted shares and restricted stock units of TERP. Immediately prior to the merger, pursuant to a settlement agreement entered into between TerraForm Global and SunEdison, Inc. (OTCPK:SUNE.Q) (“SunEdison”), SunEdison will exchange all of its Class B shares and TerraForm Global Class B units into 25% of the outstanding Class A shares on a fully diluted basis. In a related transaction, Brookfield Renewable Partners L.P. (TSX:BEP.UN) and Orion US Holdings 1 L.P. entered into an agreement to acquire an additional unknown stake in TerraForm Power, Inc. (NasdaqGS:TERP) from SunEdison, Inc. (OTCPK:SUNE.Q) and other shareholders for approximately $750 million. In the event of termination, TerraForm Global will be liable to pay a termination fee of $30 million.

The deal is subject to regulatory approval, majority of Class A shareholders of TerraForm (excluding SunEdison and Brookfield Asset Management Inc.), bankruptcy court approval, resolution of certain litigation against TerraForm Global, execution of settlement agreement with SunEdison, court's approval of the settlement agreement between TerraForm Global and SunEdison and court's approval of SunEdison's vote in favor of the transaction. The Board of Directors of TERP and the group of buyers have approved the transaction. A conflict committee of TERP Board is formed to review the transaction. As of March 30, 2017, SunEdison opposed to TerraForm Global plan to sell its shares for $2.5 billion. On June 6, 2017, U.S. Bankruptcy Court for the Southern District of New York authorized and approved the entry by SunEdison, Inc. and its debtor subsidiaries into the previously announced settlement agreement and voting and support agreement with TerraForm Power, as well as the performance by SunEdison of its obligations under these agreements. Renova Energia will receive a total of $107.8 million for the sale of its shares. As on November 13, 2017, the transaction was approved by the shareholders of TerraForm Global. The transaction is expected to be completed in the second half of 2017. As on December 5, 2017, the transaction is expected to close by December 29, 2017.

JPMorgan Chase & Co. (NYSE:JPM), AlixPartners LLP, Centerview Partners LLC, Greentech Capital Advisors acted as financial advisors and Joseph B. Frumkin, Inosi Nyatta, Anca Mihaela Paraian, Avis A. Bohlen, Brian E. Hamilton, Andrew G. Dietderich, David R. Zylberberg, Matthew M. Friestedt, David P. Hariton and Hannah Zeffiro of Sullivan & Cromwell LLP acted as legal advisors for TerraForm. Meaghan Repko and Joseph Sala of Joele Frank, Wilkinson Brimmer Katcher acted as PR advisor for TerraForm Global. Greenberg Traurig, LLP acted as legal advisor for the conflicts committee of TERP. Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP acted as legal advisor for the independent Directors of TERP. Rothschild and Ankura Consulting acted as financial advisors and J. Eric Ivester, Jeremy London, Paul Kraske, Jay Goffman, Andrea Nicolas, Sean Shimamoto, Richard Oliver and Jim Mazza of Skadden Arps acted as legal advisors to SunEdison, Inc. Richard Hall of Cravath, Swaine & Moore LLP acted as legal advisor for Brookfield Asset Management, parent of Orion US Holdings. Jeffrey Kochian and Arik Preis of Akin Gump Strauss Hauer & Feld LLP ated as legal advisor to Ad Hoc Group of Second Lienholders of SunEdison. Willkie Farr & Gallagher represented Centerview Partners, financial advisor to Terraform Global.

Orion US Holdings 1 L.P. completed the acquisition of TerraForm Global, Inc. on December 28, 2017. The Class A shares of TerraForm Global common stock will be delisted from the Nasdaq Stock Market, with trading suspended as of close of December 28, 2017. The transaction was financed from $230 of available liquidity. Post-acquisition, the assets of TerraForm Global will be integrated into Brookfield Renewable's global renewable power portfolio. As of December 28, 2017, TerraForm Global operates a wholly-owned subsidiary of Orion US Holdings 1 L.P.

In connection with the transaction, Peter Blackmore, Frederick J. Boyle, Christopher Compton, Hanif Dahya, Mark Lerdal, David J. Mack, Alan B. Miller, John F. Stark, David Ringhofer and Gregory Scallen, ten Directors of TerraForm Global resigned and were replaced by the Directors of Orion US Holdings 1 L.P consisting of Jean Burgess, Julian Deschatelets and Ningkun Wang. Also, Peter Blackmore ceased to be Chairman and Interim Chief Executive Officer, Rebecca Cranna ceased to be Executive Vice President and Chief Financial Officer and Yana Kravtsova ceased to be Senior Vice President, General Counsel and Secretary and concurrently, Ruth Kent became Chief Executive Officer, Jennifer Mazin became Senior Vice President and Secretary and Julian Deschatelets became Senior Vice President of the TerraForm Global.