TerraForm Power Announces Stock Oversubscription in Merger Consideration Election

10/15/17

BETHESDA, Md., Oct. 13, 2017 (GLOBE NEWSWIRE) -- TerraForm Power, Inc. (Nasdaq:TERP), an owner and operator of clean energy power plants, today announced the preliminary results of the elections made by the Company’s stockholders regarding the form of merger consideration they wish to receive in connection with the Merger and Sponsorship Transaction with certain affiliates of Brookfield Asset Management Inc. 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 are subject to proration procedures as set forth in the Merger and Sponsorship Transaction Agreement. Based on the preliminary results of the consideration election, the stock option was oversubscribed which resulted in the following:

  • Stockholders who selected the cash option and stockholders who did not make an election prior to the election deadline of Thursday, October 12, 2017 at 5:00 p.m. will receive the cash consideration of $9.52 per share; and
  • Stockholders who selected the stock option will retain a portion of their shares following the closing of the merger and will receive the cash consideration of $9.52 for the remaining portion of their shares.


The final proration factor for stockholders who selected the stock option, which is the percentage of shares of Class A common stock such stockholders will retain following the closing of the merger and the percentage of shares of Class A common stock that will be converted into the right to receive the cash consideration will be announced after the closing of the merger. As previously announced, the merger is scheduled to close after the close of business on Monday, October 16, 2017.

In addition, and as previously announced, the board of directors of the Company formally declared a special dividend of $1.94 per share on its shares of Class A common stock. The special dividend will be payable in cash to Class A stockholders of record on the closing date, immediately prior to the effective time of the merger. The special dividend will be payable to all stockholders who own shares of Class A common stock immediately prior to the effective time of the merger, regardless of whether they made a consideration election before the election deadline and regardless of whether they elected to receive the cash option or the stock option.

The ex-dividend date for the special dividend will not be formally announced by Nasdaq until after the closing of the merger because the closing of the merger is a condition to the payment of the special dividend. However, the Company expects that the ex-dividend date for the special dividend will be Tuesday, October 17, 2017.

About TerraForm Power

TerraForm Power is a renewable energy company that is changing how energy is generated, distributed and owned. TerraForm Power creates value for its investors by owning and operating clean energy power plants. For more information about TerraForm Power, please visit: www.terraformpower.com.

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