Replies to post #8472 on Sunedison Inc. (fka SUNEQ)

[JJAAMMAANN]

Goldman Sachs Group Inc., Barclays PLC, Citigroup Inc. and UBS Group AG have balked at providing loans they had committed to fund the takeover, according to people familiar with the matter. The banks have told SunEdison its failure to provide them with up-to-date financial statements mean it hasn't fulfilled a condition of the loan agreement, the people said.

SunEdison said in a regulatory filing Monday that it would delay its 2015 earnings report while its board investigates claims from a former and a current employee challenging the accuracy of the company's financial disclosures.

SunEdison said it has found no wrongdoing. The review is still under way and could require the company to "reassess its liquidity position," SunEdison said. A company spokesman declined to comment further Wednesday.

If the Vivint deal hasn't closed by March 18, either side could walk away. SunEdison could line up alternative financing sources for the deal, though its sunken stock price could make it difficult to do so.

SunEdison shares plunged 23% Tuesday before regaining ground Wednesday, recently trading at around $1.70. The stock has lost more than 90% of its value since midsummer on investor concerns about the Vivint transaction and a slide in oil prices that has dragged down energy stocks.

When the deal was announced in July 2015, it was worth $1.9 billion. SunEdison and Vivint later renegotiated the deal, reducing the cash portion. And Vivint's majority shareholder, Blackstone Group LP, agreed to take stock in lieu of cash and to provide SunEdison with a $250 million credit line.

Vivint stockholders, who approved the deal last week, would receive $7.89 a share in cash plus other securities. Its shares were trading around $6.81 Wednesday afternoon.

[Kallie]

I had the clause I shared yesterday on another board if I can find it again, but from what I understand they amended it and now it is not quiet so simple. I found it in original merger agreement sec.gov. After researching VSLR it is probably in worse shape than SUNE financially and who knows at this point what is a head. Feel like I am in a free fall in the dark sick of there failure to communicate with shareholders. I know one thing when I get a chance I am out of this and will not look back I really wanted to keep a position but not anymore this is insane

[Kallie]

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.01 Termination. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of Purchaser and Seller; (b) automatically upon the termination of the Merger Agreement; or (c) by either Purchaser or Seller in the event that the transactions contemplated by this Agreement shall not have been consummated by the Termination Date (as the same may be extended pursuant to §7.01(c) of the Merger Agreement); provided, further, that the right to terminate this Agreement under this Section 8.01(c) shall not be available to any party (i) whose failure to fulfill any of its obligations under this Agreement has been a principal cause of the failure of the transactions contemplated by this Agreement to occur on or before the Termination Date or (ii) against which any legal proceeding is brought by a party hereto for specific performance or injunction in connection herewith (which prohibition on such party’s right to terminate this Agreement shall continue throughout the pendency of such legal proceeding). The party desiring to terminate this Agreement pursuant to clause (c) of this Section 8.01 shall give written notice of such termination to the other party in accordance with Section 9.01, specifying the provision or provisions hereof pursuant to which such termination is effected.

Section 8.02 Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.01, this Agreement shall become void and have no effect with no liability to any person on the part of any party hereto (or any of its Representatives or affiliates), except that (a) the provisions of Section 5.02(d), this Section 8.02, Article IX and the Confidentiality Agreement shall survive any such termination and abandonment and (b) the termination of this Agreement shall not relieve any party from any liability or damages for any Willful Breach. “Willful Breach” shall mean a material breach that is a consequence of an act or a failure to act of an executive officer of the Party taking such act or failing to take such act with the actual knowledge that the taking of such act or the failure to take such act would cause, or would reasonably be expected to cause, a breach of any representation, warranty, agreement or covenant of the breaching party contained in this Agreement.

ARTICLE IX

GENERAL PROVISIONS

Section 9.01 Notices. All notices, requests, claims, consents, demands and other communications under this Agreement shall be in writing and shall be delivered either in person, by overnight courier, by registered or certified mail, or by facsimile transmission or electronic mail, and shall be deemed to have been duly given (a) upon receipt, if delivered personally or by overnight courier, with overnight delivery and with acknowledgement of receipt requested, (b) three (3) Business Days after mailing, if mailed by registered or certified mail (postage prepaid, return receipt requested) or (c) on the Business Day the transmission is made when transmitted by facsimile or electronic mail (provided, that the same is sent by overnight courier for delivery on the next succeeding Business Day, with acknowledgement of receipt requested), to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (x) if to Seller, in accordance with the Merger Agreement and (y) if to Purchaser, to the address stated on the signature pages to this Agreement.