Mr. Sachin Shah reports

BROOKFIELD TO ACQUIRE CONTROLLING STAKE AND ASSUME SPONSORSHIP OF TERRAFORM POWER

TerraForm Power Inc., an owner and operator of clean energy power plants, and Brookfield Asset Management Inc. have entered into a definitive agreement under which Brookfield will assume the role of TerraForm Power's sponsor and Brookfield will become the controlling shareholder.

"With the successful completion of the board's strategic alternatives process, the TerraForm Power board and management team are confident that Brookfield's sponsorship will enable our company to deliver cash to shareholders while strengthening our operations for future value creation," said Peter Blackmore, chairman and interim chief executive officer of TerraForm Power. "This agreement with Brookfield is the culmination of our efforts to separate our operations from SunEdison and to position TerraForm Power for future success. With the support of Brookfield as TerraForm Power's sponsor, we will gain additional resources to continue to expand our portfolio and increase cash flow on a per share basis. We look forward to working with the talented Brookfield team to achieve a smooth transition."

"We are pleased to increase our significant investment in TerraForm Power and to contribute our operating expertise in the sector to position the company for growth," said Sachin Shah, senior managing partner of Brookfield. "We are confident that our significant renewable power operating experience, financial resources and global institutional relationships will provide TerraForm Power with strong financial flexibility and an attractive pipeline for growth moving forward. We look forward to participating alongside all shareholders in capturing future upside and helping the business to achieve its full potential over time."

"SunEdison is supporting this transaction, which it believes maximizes potential proceeds for the estate and aligns Brookfield with the interests of TerraForm Power in the future to create value," said John Dubel, chief executive officer and chief restructuring officer of SunEdison Inc.

The transaction has been approved by the board of directors of TerraForm Power by all directors voting upon the recommendation of the corporate governance and conflicts committee of TerraForm Power and has also been approved by the board of directors of Brookfield. The transaction also has the support of SunEdison.

Transaction details

Key terms of the agreement:

• 51.0-per-cent Brookfield ownership in TerraForm Power postclosing;
• $11.46 price per Class A share (derived from a pre-SunEdison settlement price of $12 per share), with option for shareholders to elect to receive shares as described below;
• About 3,500-megawatt right of first offer (ROFO) portfolio provided by Brookfield to TerraForm Power, representing about 1,200 mw of operating wind plants and about 2,300 mw of development-stage wind and solar projects in North America and Western Europe;
• $500-million sponsor equity line offered by Brookfield to support future growth for TerraForm Power;
• $1.7-billion implied total equity value;
• $6.6-billion implied total enterprise value.

For each Class A share, TerraForm Power shareholders (excluding Brookfield) will be entitled to:

• $1.94 per share in the form of a special dividend, and either:
  • $11.46 per share cash consideration and zero shares;
  • $9.52 per share in additional cash;
  • One share in TerraForm Power postclosing; or
  • $1.94 per share in cash and one share.

This structure is subject to proration, meaning that shareholders that elect cash may still retain a portion of their shares, and conversely, shareholders that elect to retain their shares may still receive a portion of their consideration in cash.

Assuming full proration, Class A shareholders would be entitled to:

• $1.94 per share in the form of a special dividend;
• $4.50 per share in additional cash consideration for Class A shareholders (excluding Brookfield);
• $6.44 per share total cash consideration and 0.53 share in TerraForm Power postclosing;
• Posttransaction closing, non-Brookfield shareholders will hold 49.0-per-cent ownership in TerraForm Power.

As part of the transaction, Brookfield and TerraForm Power will enter into a master services agreement whereby Brookfield will provide strategic services and long-term investment advisory services. In return, Brookfield will receive an annual management fee as well as a management incentive fee and incentive distribution rights aligning Brookfield's incentives with TerraForm Power's public shareholders.

The merger agreement entitles Brookfield to receive additional Class A shares from TerraForm Power based upon the costs to TerraForm Power of resolving certain pending company litigation matters, whether resolved before or after closing of the merger.

Brookfield Asset Management: uniquely positioned to serve as sponsor of TerraForm Power

Brookfield's sponsorship is expected to position TerraForm Power as a premier wind and solar energy company focused on North America and Western Europe, consistent with Brookfield's history of delivering strong total shareholder returns for its other public vehicles. As TerraForm Power's new sponsor, Brookfield expects to deleverage TerraForm Power with the goal of achieving investment-grade credit ratings in the medium to long term. With the support of Brookfield, TerraForm Power will be well positioned for growth with access to one of the largest ROFO pipelines in the sector. Following this transaction, Brookfield and TerraForm Power will be both economically and structurally aligned.

Brookfield Asset Management has approximately $250-billion in assets under management and an established record of sponsorship across its business groups. Brookfield possesses the unique ability to provide the strategic management, operating, investing, financing and related services required of a long-term sponsor. Brookfield also has substantial financial resources and relationships with global institutions that are expected to increase TerraForm Power's financial flexibility, and provide improved access to capital.

One of Brookfield's core operational capabilities is in renewable power, in which it owns, operates and develops over 17,000 megawatts of assets, representing $30-billion in power assets, across eight countries, with over 2,000 operating employees with expertise in asset-level operations and maintenance, power marketing, and sales and development, health, safety, security and the environment, stakeholder relations, and regulatory oversight.

TerraForm Power's settlement agreement with SunEdison

As part of its strategic alternatives process, TerraForm Power also announced that it has entered into a settlement agreement with SunEdison in connection with the Chapter 11 bankruptcy case of SunEdison. This agreement is subject to the approval of the U.S. bankruptcy court overseeing the SunEdison bankruptcy.

The settlement agreement contains certain terms to resolve the legal relationship between TerraForm Power and SunEdison, including, among other things, an allocation of ownership in TerraForm Power prior to the transaction and, with certain exceptions, the full mutual release of all claims of SunEdison and its affiliated debtors and non-debtors. All Class B shares of TerraForm Power and Class B units of TerraForm Power LLC held by SunEdison will be exchanged for Class A shares immediately prior to completion of the transaction. The settlement then increases SunEdison's ownership of TERP to 36.9 per cent by issuing approximately 6.6 million incremental shares to SunEdison immediately prior to completion of the transaction, reflecting the settlement of intercompany claims, cancellation of incentive distribution rights and other factors considered by TerraForm Power's board. In addition, SunEdison will have the option, in certain circumstances following a termination of the merger agreement, to convert its Class B shares into an amount of Class A shares representing 36.9 per cent of the total Class A shares.

The TerraForm Power board of directors approved the settlement agreement upon the recommendation of the corporate governance and conflicts committee, each member of which is independent and does not also serve on the board of directors of TerraForm Global. The settlements of the intercompany claims are also subject to the approval of the U.S. bankruptcy court overseeing the SunEdison bankruptcy.

Additional information about the settlement agreement can be found in the current report on Form 8-K that TerraForm Power filed with the Securities and Exchange Commission today. A copy of the filing is available on the investors page of TerraForm Power's website.

Timing to close and approvals

The transaction is expected to be completed in the second half of 2017 and is subject to certain closing conditions, including shareholder approval by the majority of Class A shareholders (excluding SunEdison, Brookfield, their respective affiliates and any persons with whom they comprise a "group" for securities law purposes), regulatory approvals and the approval of the U.S. bankruptcy court overseeing the SunEdison Chapter 11 case, including the court's approval of the settlement agreement between TerraForm Power and SunEdison and the court's approval of SunEdison's vote in favour of the sponsorship transaction. The completion of this transaction is independent of and not subject to the completion of Brookfield's transaction with TerraForm Global Inc., also announced today.

Advisers

Morgan Stanley, Centerview Partners and AlixPartners acted as financial advisers to TerraForm Power on this transaction. Sullivan & Cromwell LLP and Sidley Austin LLP acted as legal counsel for TerraForm Power. Greenberg Traurig LLP and Hughes Hubbard & Reed LLP acted as legal counsel for the independent directors and the corporate governance and conflicts committee.

Cravath, Swaine & Moore LLP acted as legal advisers to Brookfield.

Rothschild and Ankura Consulting acted as financial adviser to SunEdison. Skadden Arps acted as legal counsel for SunEdison. For certain of SunEdison's second lien creditor constituents, J.P. Morgan Securities LLC and Houlihan Lokey acted as financial advisers, and Akin Gump acted as legal counsel.

Investor conference call

Brookfield and TerraForm Power will host a conference call to discuss the transaction. Details are below.

Date:  Tuesday, March 7, 2017

Time:  8:30 a.m. ET

United States/Canada toll-free number:  844-464-3938

International number:  765-507-2638

Conference call code:  83463618

Webcast:  see Media Server website

The webcast will also be available on TerraForm Power's investor relations website.

A replay of the webcast will be available for those unable to attend the live webcast.

About TerraForm Power Inc.

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.

About Brookfield Asset Management Inc.

Brookfield Asset Management is a leading global alternative asset manager with approximately $250-billion in assets under management. The company has more than a 100-year history of owning and operating assets with a focus on property, renewable power, infrastructure and private equity. Brookfield offers a range of public and private investment products and services, and is co-listed on the New York, Toronto and Euronext stock exchanges under the symbol BAM, BAM.A and BAMA, respectively.

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