SunEdison and TerraForm Global, Inc. has priced an underwritten initial public offering (IPO) of 45,000,000 shares of its Class A common stock at a price to the public of $15.00 per share, representing gross proceeds of $675 million. The shares began trading on the NASDAQ Global Select Market on July 31, 2015 under the ticker symbol "GLBL." In connection with this offering, TerraForm Global has granted the underwriters a 30-day option to purchase up to an additional 6,750,000 shares of Class A common stock at the initial public offering price. TerraForm Global will also receive gross proceeds of $67.5 million from the sale of shares of Class A common stock in connection with a concurrent private placement transaction at a price per share equal to the initial public offering price.
TerraForm Global intends to use the net proceeds of this offering and the gross proceeds from the private placement transactions described in the prospectus to acquire newly-issued Class A units of TerraForm Global, LLC ("Global LLC"). Global LLC will use such proceeds and cash on hand, along with proceeds of the $810.0 million senior unsecured notes offering of TerraForm Global Operating, LLC, to repay all outstanding indebtedness (including accrued interest) under its bridge facility, to pay pending acquisition consideration, to repay project-level indebtedness and for general corporate purposes, which may include future acquisitions of clean energy generation assets from SunEdison or from unaffiliated third parties.
J.P. Morgan and Barclays are serving as joint bookrunning managers and structuring advisors in the offering, and Citigroup, Morgan Stanley, Goldman, Sachs & Co., BofA Merrill Lynch and Deutsche Bank Securities are serving as joint bookrunners in the offering. Additionally, BTG Pactual, Itaú BBA, SMBC Nikko, Societe Generale and Kotak Investment Banking are serving as co-managers in the offering.
A registration statement relating to this offering was declared effective by the Securities and Exchange Commission (the "Commission") on July 31, 2015. The registration statement can be accessed through the Commission's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of these securities will be made only by means of the prospectus.