January 20, 2016

CohnReznick Cap Markets Advises JPMorgan in SunEdison Deal

SunEdison Closes On Second Phase Of Dominion Transaction, Terra Nova Acquires 33 Percent Stake In 567 Megawatt DC Solar Portfolio


– SunEdison acquires 33 percent stake in remaining 231 megawatt portion of Dominion’s 567 megawatt solar portfolio for $117 million

– Terra Nova Renewable Partners, a partnership between SunEdison and clients advised by J.P. Morgan Asset Management – Global Real Assets, simultaneously acquires SunEdison’s stake for the same price
– SunEdison has the option to purchase the assets held by the partnership within five years
– The partnership, through an indirect subsidiary, has the option to purchase Dominion’s remaining 67 percent interest when certain trigger events occur. 

MARYLAND HEIGHTS, Mo., Jan. 19, 2016 /PRNewswire/ — SunEdison, Inc. (NYSE: SUNE), the largest global renewable energy development company, today announced that it has completed the second phase of its transaction to acquire a 33 percent ownership interest in a 567 megawatt DC solar portfolio from Dominion (NYSE: D).

SunEdison acquired a 33 percent interest in the remaining 231 megawatt portion of Dominion’s 567 megawatt portfolio of solar power plants for $117 million.

At the same time, Terra Nova Renewable Partners, the strategic equity partnership formed between SunEdison and institutional investors advised by J.P. Morgan Asset Management – Global Real Assets, acquired SunEdison’s interest in the transaction from SunEdison for the same price. Terra Nova now owns the 33 percent interest in Dominion’s 567 megawatt DC portfolio of solar power plants acquired through the consummation of both phases of the transaction.

Terra Nova, through an indirect subsidiary, has the option to buy the remaining 67 percent of the portfolio when certain trigger events occur. This completes the two phases of the Dominion transaction announced in September 2015.

SunEdison has the option to repurchase the projects from the partnership for a period of five years and may assign TerraForm Power, Inc.(Nasdaq: TERP), a global owner and operator of clean energy power plants, call rights to the projects should they be repurchased. Any projects not repurchased by SunEdison would continue to be owned by the partnership.

“We are pleased that the Terra Nova partnership has invested in Dominion’s diverse, domestic portfolio of solar assets,” said Brian Wuebbels,SunEdison’s chief financial officer. “With Terra Nova acquiring the assets, we retain an option to acquire high quality contracted cash flows in the future.”

The 567 megawatt solar portfolio consists of 24 projects which are located in Indiana, Georgia, Connecticut, California, Tennessee, and Utah. This second phase of the transaction is for nine of those projects. The solar portfolio’s total power output has been contracted with industry leading utilities and power offtakers and has a weighted remaining contract term of 19.8 years.


Asset Megawatt Capacity(DC) Status
Pavant 62.3 Operating
Cottonwood Carport 1.1 Under construction
Cottonwood Corcoran 14.7 Operating
Cottonwood Goose Lake 16.9 Operating
Richland 33.7 Operating
Alamo 23.7 Operating
Maricopa West 28.2 Operating
Catalina 2 24.3 Operating
Imperial Valley 25.9 Operating


The Terra Nova partnership was announced during September 2015. Under the partnership commitment, J.P. Morgan Asset Management’s clients are expected to provide equity to purchase renewable energy projects developed or purchased by SunEdison.  Remaining project costs are expected to be funded with a combination of limited recourse commercial bank debt and/or tax equity.

KeyBanc Capital Markets and Santander Bank served as advisors to SunEdison. CohnReznick Capital Markets served as financial advisor andMilbank, Tweed, Hadley & McCloy LLP served as legal advisor to J.P. Morgan Asset Management.

About SunEdison

SunEdison is the largest global renewable energy development company and is transforming the way energy is generated, distributed, and owned around the world. The company develops, finances, installs, owns and operates renewable power plants, delivering predictably priced electricity to its residential, commercial, government and utility customers. SunEdison is one of the world’s largest renewable energy asset managers and provides customers with asset management, operations and maintenance, monitoring and reporting services. Corporate headquarters are in the United States with additional offices and technology manufacturing around the world. SunEdison’s common stock is listed on the New York Stock Exchange under the symbol “SUNE.” To learn more visit www.sunedison.com.

About J.P. Morgan Asset Management – Global Real Assets

J.P. Morgan Asset Management – Global Real Assets has more than $87 billion in assets under management and more than 400 professionals in the U.S., Europe and Asia Pacific, as of September 30, 2015. With a 45-year history of successful investing, J.P. Morgan Asset Management – Global Real Assets’ broad capabilities provide many of the world’s most sophisticated investors with a global platform of real estate, infrastructure and transportation strategies driven by local investment talent with disciplined investment processes consistently implemented across asset types and regions. The Global Real Assets team is part of J.P. Morgan Asset Management’s Alternatives Investments business, which collectively manages over $120 billion in client assets across real assets, hedge funds, credit and private equity. For more information: jpmorgan.com/institutional/global_real_assets

Forward Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as “anticipate,” “believe,” “intend,” “plan,” “predict,” “outlook,” “objective,” “forecast,” “target,” “continue,” “will,” or “may” or other comparable terms and phrases. All statements that address operating performance, events, or developments that SunEdison expects or anticipates will occur in the future are forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond SunEdison’s control and are described in SunEdison’s Form 10-K for the fiscal year ended December 31, 2014, as well as additional factors it may describe from time to time in other filings with the Securities and Exchange Commission. Forward-looking statements provide SunEdison’s current expectations or predictions of future conditions, events, or results and speak only as of the date they are made, but SunEdison can give no assurance that these expectations and assumptions will prove to have been correct and actual results may vary materially.  SunEdison disclaims any obligation to update or revise any forward-looking statement, except as required by law.

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