SunEdison, Inc. (SUNE), a leading global solar developer, and TerraForm Power, Inc. (TERP), a global owner and operator of renewable energy power plants, today announced that they have signed a definitive agreement to acquire First Wind, one of the leading developers, owners and operators of wind projects in the U.S.

"The acquisition of First Wind transforms both SunEdison and TerraForm Power into diversified renewable energy companies and will make SunEdison the leading renewable power plant developer in the world," said Ahmad Chatila, President and Chief Executive Officer of SunEdison. "By bringing together First Wind's proven development and operational capabilities and SunEdison's global corporate infrastructure and renewable energy development and finance experience, we will be well-positioned to capitalize on the significant growth opportunities in the global wind power markets and drive returns to shareholders of both SunEdison and TerraForm Power."

"This acquisition is immediately accretive and establishes TerraForm Power as a leading asset owner in the wind energy market while demonstrating the Company's commitment to delivering on TerraForm Power's diversified growth strategy," said Carlos Domenech, President and Chief Executive Officer of TerraForm Power. "We are adding significant CAFD through a transaction with a greater than 9% levered cash-on-cash yield, increasing our dividend by 44% and expanding the potential drivers of our long-term growth."

Transaction Details

Total consideration for the acquisition of First Wind is up to $2.4 billion, comprised of $1.9 billion in upfront consideration and a $510 million earn-out.

SunEdison's portion of the total consideration is $1.5 billion, comprised of 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, that 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.

TerraForm Power and SunEdison have secured fully committed bridge financing to support the aggregate First Wind transaction consideration, refinance TerraForm Power's existing indebtedness, and fund future growth through the drop down warehouse facility.