TerraForm holders hire ad hoc counsel in bid to waive note defaults

By Susanna Moon

Chicago, June 27 – TerraForm Power, Inc. bondholders have formed an ad hoc group and appointed Dechert LLP as counsel in connection with the company’s consent solicitation for its 5 7/8% senior notes due 2023 and 6 1/8% senior notes due 2025.

For more information or to join the ad hoc bondholders group, call Michael J. Sage at 212 698-3503 or Shmuel Vasser at 212 698-3691, Dechert LLP, according to a notice by the law firm.

As announced June 24, TerraForm Power, Inc.’s TerraForm Power Operating, LLC subsidiary is soliciting consents to waive defaults related to the reporting covenants in its notes.

Specifically, TerraForm is seeking to waive defaults that may have already occurred in relation to the annual and quarterly reporting covenants.

The company is also seeking to waive compliance until the first extension date of Sept. 30 if it has not filed the reports by the trigger date of 5 p.m. ET on Aug. 29, until the second extension date of 5 p.m. ET on Oct. 31 if it has not filed by the first extension date, until the third extension date of 5 p.m. ET on Nov. 30 if it has not filed by the second extension date and until the waiver expiration date of 5 p.m. ET on Dec. 31 if it has not filed by the third extension date.

The solicitation ends at 5 p.m. ET on June 30, but the waiver may become effective earlier for either series of notes if TerraForm receives consents from holders of a majority of that series before the deadline.

Holders who deliver consents by the expiration will receive an initial consent fee of $2.50 per $1,000 principal amount.

Consenting holders will also receive an additional fee of $2.50 per $1,000 principal amount on each of the trigger date, the first extension date, the second extension date and the third extension date if TerraForm needs the extra time to file its reports. Payment of the fee in each case will extend the waiver.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) is the solicitation agent. Global Bondholder Services Corp. (866 794-2200) is tabulation agent.

TerraForm is a Bethesda, Md., owner and operator of clean energy power plants.

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