Mr. Peter Blackmore of TerraForm reports

BROOKFIELD TO ACQUIRE TERRAFORM GLOBAL

TerraForm Global Inc., an owner and operator of clean energy power plants, has entered into a definitive merger agreement under which Brookfield Asset Management Inc. will acquire TerraForm Global for approximately $787-million in cash and will assume approximately $455-million in net debt, representing an enterprise value of approximately $1.3-billion. TerraForm Global owns and operates, or has contracts to acquire, a fleet of 31 wind and solar power plants totalling 952 megawatts of capacity spread across Brazil, India, China, South Africa, Thailand, Malaysia and Uruguay.

Transaction details

Under the terms of the merger agreement, Brookfield will purchase all of the outstanding Class A shares of TerraForm Global for $5.10 per share in cash. For Class A shareholders, this represents a premium of approximately 50 per cent to TerraForm Global's closing share price on Sept. 16, 2016, the last trading day prior to TerraForm Global's announcement that its board of directors had initiated an exploration of strategic alternatives to maximize shareholder value. Immediately prior to the merger, pursuant to a settlement agreement entered into between TerraForm Global and SunEdison Inc. will exchange all of its Class B shares and TerraForm Global LLC Class B units into 25 per cent of the outstanding Class A shares on a fully diluted basis. The transaction has been approved by the board of directors of TerraForm Global, acting on the recommendation of its corporate governance and conflicts committee, and has also been approved by the board of directors of Brookfield. This transaction also has the support of SunEdison.

Compelling strategic and financial rationale

"We are pleased to have reached a successful completion of TerraForm Global's strategic alternatives process to maximize value for our shareholders," said Peter Blackmore, chairman and interim chief executive officer of TerraForm Global. "After a thorough review of alternatives and the significant steps taken by the board and management to best position TerraForm Global for success, we are confident a sale to Brookfield is the best possible transaction for our shareholders. We look forward to working closely with Brookfield's experienced team to achieve a timely closing and a seamless transition."

"SunEdison is supportive of this transaction which we believe maximizes value for the estate and the independent shareholders of TerraForm Global," said John Dubel, chief executive officer and chief restructuring officer of SunEdison.

Approvals and timing to close

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 and Brookfield), regulatory approvals, the resolution of certain litigation against TerraForm Global and certain approvals from the U.S. bankruptcy court overseeing the SunEdison Chapter 11 bankruptcy case, including the court's approval of the settlement agreement between TerraForm Global and SunEdison, and the court's approval of SunEdison's vote in favour of the Brookfield transaction. The completion of this transaction is not subject to the completion of Brookfield's transaction with TerraForm Power Inc. also announced today.

TerraForm Global's settlement agreement with SunEdison

TerraForm Global also announced today 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 complex legal relationship between TerraForm Global and SunEdison, including, among other things, an allocation of the total consideration paid in connection with the Brookfield transaction and, with certain exceptions, the full mutual release of all claims between SunEdison and its affiliated debtors and non-debtors, and TerraForm Global and its subsidiaries. Under the settlement terms, following the exchange of all of its Class B shares and TerraForm Global LLC Class B units for Class A shares, SunEdison will receive consideration equal to 25 per cent of the total consideration paid to all of TerraForm Global's shareholders, reflecting the settlement of intercompany claims and cancellation of incentive distribution rights. The remaining 75 per cent of the consideration will be distributed to existing Class A shareholders.

In connection with the merger agreement, SunEdison, TerraForm Global and Brookfield entered into a voting and support agreement under which SunEdison agreed to vote all of its shares of TerraForm Global in favour of the Brookfield transaction. This agreement is also subject to the approval of the U.S. bankruptcy court overseeing the SunEdison bankruptcy.

The settlement agreement has been approved by the board of directors of TerraForm Global, acting on the recommendation of its corporate governance and conflicts committee.

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

Advisers

Greentech Capital Advisors, Centerview Partners and AlixPartners acted as financial advisers to TerraForm Global on this transaction. Sullivan & Cromwell LLP acted as legal counsel for TerraForm Global. Greenberg Traurig LLP and Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP acted as legal counsel for the independent directors and the corporate governance and conflicts committee.

Rothschild and Ankura Consulting acted as financial advisers 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.

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