Terra Nova Renewable Partners, A Partnership Between SunEdison And Clients Advised By J.P. Morgan Asset Management - Global Real Assets, Buys 33 Percent Stake in 336 Megawatt DC Solar Portfolio from Dominion By PR Newswire, December 30, 2015, 06:50:00 AM EDT
-- Terra Nova Renewable Partners acquires 33 percent stake for an equity purchase price of $180 million plus a working capital adjustment -- 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 upon the occurrence of certain triggering events
MARYLAND HEIGHTS, Mo., Dec. 30, 2015 /PRNewswire/ -- SunEdison, Inc. (NYSE:SUNE), the largest global renewable energy development company, today announced that it has acquired a 33 percent ownership interest in a 336 megawatt DC portfolio of operating solar power plants from Dominion (NYSE:D) for an equity purchase price of $180 million plus a working capital adjustment. Terra Nova Renewable Partners, the strategic equity partnership formed between SunEdison and institutional investors advised by J.P. Morgan Asset Management - Global Real Assets, simultaneously acquired SunEdison's interest in the transaction.
This acquisition is the first of two phases of a deal announced in September of 2015. The entire solar portfolio consists of 24 projects, with a total capacity of 567 megawatts DC, located in Indiana, Georgia, Connecticut, California, Tennessee, and Utah. This first phase of the transaction is for 15 projects that generate 336 megawatts DC, and the second acquisition is for the remainder of the aggregate 567-megawatt DC portfolio. The second phase of the transaction is expected to close in early 2016.
The solar portfolio's power output has been contracted with industry leading utilities and power offtakers with a weighted remaining contract term of 19.8 years. The partnership, through an indirect subsidiary, has the option to buy the remaining 67 percent of the portfolio upon the occurrence of certain triggering events.
Asset
Megawatt Capacity (DC)
Development Status
Indy Solar I
13.9
Operating
Indy Solar II
13.9
Operating
Indy Solar III
11.9
Operating
Azalea
9.7
Operating
Somers
7.4
Operating
Camelot
59.1
Operating
CID
27.2
Operating
Kansas
27.1
Operating
Kent South
26.3
Operating
Old River One
26.8
Operating
West Antelope Solar Park
28.4
Operating
Adams East
24.9
Operating
Mulberry
20
Operating
Selmer
20
Operating
Columbia Two
19.4
Operating
The strategic partnership was announced in September of 2015. Under the partnership commitment, J.P. Morgan'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 tax equity.
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.
To date, SunEdison has sold or otherwise transferred 633 megawatts AC of wind assets and 336 megawatts DC of solar assets to the partnership.
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: www.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. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as "expect," "anticipate," "believe," "intend," "plan," "seek," "estimate," "predict," "project," "goal," "guidance," "outlook," "objective," "forecast," "target," "potential," "continue," "would," "will," "should," "could," or "may" or other comparable terms and phrases. All statements that address operating performance, events, or developments that SunEdison or TerraForm Power expects or anticipates will occur in the future are forward-looking statements. They may include estimates of adjusted EBITDA, expected cash available for distribution (CAFD), earnings, revenues, capital expenditures, liquidity, capital structure, future growth, and other financial performance items (including future dividends per share), descriptions of management's plans or objectives for future operations, products, or services, or descriptions of assumptions underlying any of the above. Forward-looking statements provide SunEdison's and TerraForm Power's current expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although SunEdison and TerraForm Power believe their expectations and assumptions are reasonable, they can give no assurance that these expectations and assumptions will prove to have been correct and actual results may vary materially.
By their nature, 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, delays or unexpected costs during the completion of projects under construction; regulatory requirements and incentives for production of renewable power; operating and financial restrictions under agreements governing indebtedness; the condition of capital markets and our ability to borrow additional funds and access capital markets; the impact of foreign exchange rate fluctuations; the ability to compete against traditional and renewable energy companies; challenges inherent in constructing and maintaining renewable energy projects; the success of ongoing research and development efforts; the ability to successfully integrate the businesses of acquired companies and realize the benefits of such acquisitions; TerraForm Power's ability to identify, evaluate, consummate and integrate projects it acquires from third parties; risks inherent in offtake agreements; and hazards customary to the power production industry and power generation operations, such as unusual weather conditions and outages. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations. Many of these factors are beyond SunEdison's and TerraForm Power's control.
SunEdison and TerraForm Power disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data, or methods, future events, or other changes, except as required by law. The foregoing list of factors that might cause results to differ materially from those contemplated in the forward-looking statements should be considered in connection with information regarding risks and uncertainties which are described in SunEdison's and TerraForm Power's Forms 10-K for the fiscal year ended December 31, 2014, as well as additional factors they may describe from time to time in other filings with the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
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