Full text of Bryan Martin's letter from DE Shaw to HECO:
Dear Alan:
Thank you for your letter dated March 22, 2016 regarding the Mililani II, Waipio, and Kawailoa solar projects (the "Projects") and your commitment to work together to find a path to complete construction of an important 112 MW of incremental clean energy generation for Hawaii.
As you may be aware, since the date of your letter, SunEdison, Inc.'s ("SunEdison") stock price has declined by nearly 90%, driven, in part, by reports of a U.S. Securities and Exchange Commission investigation into the company. In addition, earlier this week, a company controlled by SunEdison publicly acknowledged that there is a substantial risk that SunEdison will soon seek bankruptcy protection.
Although we do not know whether (or, if so, when) SunEdison will file for bankruptcy, we believe that a sale of the Projects to the D. E. Shaw group in a bankruptcy proceeding would alleviate HECO's primary concern—that such a sale would be the subject of a fraudulent conveyance or
preference claim—as the bankruptcy court would need to approve such a sale, thereby eliminating this risk. Because we and HECO disagree as to the risks associated with a prebankruptcy sale of the Projects, and because a SunEdison bankruptcy may be imminent, we would like to take you up on your offer to meet, but would like to meet later in April, when there is a substantial chance your concerns regarding potential challenges to a sale will have been alleviated.
We continue to believe that we can find a commercially reasonable solution that benefits HECO, the D. E. Shaw group, and Hawaii ratepayers.
Sincerely,
Bryan Martin
Managing Director
