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 Holdings Corporation and other shareholders for approximately $750 million on March 6, 2017. Brookfield Renewable Partners L.P. and Orion US Holdings 1 L.P. signed a confidentiality agreement with TerraForm Power, Inc. on December 3, 2016. As per the election by the class A shareholder of TerraForm Power, the consideration for each share will be either: (1) be converted into the right to receive $9.52 per Class A share, in cash, without interest (the “Per Share Cash Consideration”) or (2) remain outstanding as one share of class A common stock of the surviving corporation (each, a “Continuing Class A Share”) (the “Per Share Stock Consideration”). The maximum aggregate number of stock shares across all holders that shall give the holders thereof the right to retain the Per Share Stock Consideration shall equal 49% of the fully diluted share number, rounded to the nearest whole number (the “Maximum Stock Consideration Shares”). The group of buyers will also pay $1.94 per share in the form of a special dividend for each class A shares. TerraForm Power will also authorize and issue to SunEdison a number of additional Class A Shares (the “Additional SunEdison Shares”, together with the Exchange Shares, the “SunEdison Shares”), such that, immediately prior to the effective time of the transaction, SunEdison will hold an aggregate number of Class A shares equal to 36.9% of TerraForm Power's fully diluted share number. On completion, Brookfield Renewable and Orion US (group of buyers) will own 51% stake in TerraForm Power. TerraForm Power also entered into the settlement agreement pursuant to which SunEdison Inc. will exchange, effective as of immediately prior to the record time for the Special Dividend, all of the Class B Units of TerraForm Power held by it or any of its controlled affiliates for 48.2 million Class A shares (“Exchange Shares”) of TerraForm Power. In a related transaction, Brookfield Renewable Partners L.P. and Orion US Holdings 1 L.P. entered into an agreement to acquire TerraForm Global, Inc. on March 6, 2017. In the event of termination, TerraForm Power will be liable to pay a termination fee of $50 million.

The deal is subject to the approval of the majority of the shareholders of TerraForm Power, court approval, regulatory approvals, execution of ancillary agreements, completion of another merger, HSR Act approval, bankruptcy court approval and other customary closing conditions. There is no financing condition to the consummation of the transaction. The deal is unanimously approved by the Board and conflicts committee of TerraForm Power. The deal is also approved by the Board of Orion US Holdings. TerraForm Power formed a conflicts committee to review the transaction. As on May 8, 2017, the transaction was approved by Federal Trade Commission. 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. This Bankruptcy Court approval was also a condition to the merger agreement. The deal is expected to close in early fourth quarter of 2017. As of October 6, 2017, the transaction was approved by shareholders of TerraForm. On October 6, 2017, the transaction is expected to close on October 16, 2017.

JPMorgan Chase & Co. (NYSE:JPM), Centerview Partners LLC, AlixPartners LLP, Morgan Stanley acted as financial advisors and Sidley Austin LLP and Joseph B. Frumkin, Brian Hamilton and Inosi M. Nyatta of Sullivan & Cromwell LLP acted as legal advisors for TerraForm Power. TerraForm Power will pay Centerview an aggregate fee of $12.5 million. TerraForm Power has also agreed to pay Centerview an additional $150,000 advisory fee per month through the earlier of September 2017 and the closing of the transaction. TerraForm has agreed to pay Morgan Stanley a fee of $11 million for its services, all of which is contingent upon the consummation of the merger. Greenberg Traurig LLP and Candace K. Beinecke and Avner Bengera of Hughes Hubbard & Reed LLP acted as legal counsels for the independent Directors and the Corporate Governance and conflicts committee of TerraForm Power. Richard Hall, Paul H. Zumbro and Joel Herold of Cravath, Swaine & Moore LLP acted as legal advisors for Brookfield Asset Management, parent of Orion US Holdings. Rothschild and Ankura Consulting acted as financial advisors to SunEdison. J. Eric Ivester, Jeremy London, Paul Kraske, Jay Goffman, Andrea Nicolas, Sean Shimamoto, Richard Oliver and Jim Mazza of Skadden Arps acted as legal counsel for SunEdison. Meaghan Repko and Joseph Sala of Joele Frank, Wilkinson Brimmer Katcher represented TerraForm Power. Martin Seidel and Laura Delanoy lead a Willkie Farr & Gallagher LLP acted as legal advisors for Centerview. MacKenzie Partners, Inc. acted as proxy solicitor for TerraForm Power, Inc. for a fee of $0.02 million. Computershare Trust Company, NA was the transfer agent for TerraForm Power. Robert Bucella, Alan S.Goudiss and Robert F.Masella of Shearman & Sterling acted as legal advisor to Morgan Stanley & Co. LLC, financial advisor to Terraform Power, Inc.

Brookfield Renewable Partners L.P. (TSX:BEP.UN) and Orion US Holdings 1 L.P. completed the acquisition of an additional unknown stake in TerraForm Power, Inc. (NasdaqGS:TERP) from SunEdison, Inc. (OTCPK:SUNE.Q) and other shareholders on October 16, 2017. Peter Blackmore resigned from his position as the Interim Chief Executive Officer of TerraForm Power and 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 and Matthew Berger has been named Chief Financial Officer of TerraForm Power. The transaction is immediately accretive to Brookfield Renewable shareholders and is expected to contribute 6% accretion to Brookfield Renewable FFO on a run-rate basis. TerraForm Power will remain a Nasdaq-listed public company.