NEW YORK, Dec. 27, 2022 (GLOBE NEWSWIRE) -- TerraForm Global Operating LP (the “Company”) announced today the early tender results of its previously announced partial cash tender offer (the “Offer”) for up to $65 million (the “Maximum Tender Amount”) in aggregate purchase price of its 6.125% Senior Notes due 2026 (144A CUSIP / ISIN Nos. 88104UAC7 / US88104UAC71 and Reg S U8812UAC5 / USU8812UAC54) (the “Notes”).
As of 5:00 p.m., New York City time, on December 23, 2022 (such date and time, the “Early Tender Time”), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Offer (the “Tender and Information Agent”), the aggregate principal amount of the Notes listed in the table below has been validly tendered and not validly withdrawn in the Offer. Withdrawal rights for the Notes expired at the Early Tender Time.
| Title of Security | Security Identifiers | Principal Amount Outstanding | Principal Amount Tendered and Not Withdrawn as of Early Tender Time | Percentage of Outstanding Notes Tendered | Total Consideration(1)(2)(3) | Aggregate Amount to be Paid(2)(3) | Total Principal Amount Accepted for Purchase |
| 6.125% Senior Notes due 2026 | 144A CUSIP/ISIN: 88104UAC7 / US88104UAC71 Regulation S CUSIP/ISIN: U8812UAC5 / USU8812UAC54 | $400,000,000 | $43,992,000 | 10.98% | $955.00 | $41,945,510.00 | 43,922,000.00 |
(1) Per $1,000 principal amount of the Notes validly tendered and accepted for purchase.
(2) Does not include Accrued Interest (as defined below), which will also be payable as provided herein.
(3) Includes the Early Tender Premium (as defined below).
All conditions were satisfied or waived by the Company at the Early Tender Time. The Company has elected to exercise its right to make payment for Notes that were validly tendered at or prior to the Early Tender Time and that are accepted for purchase on December 29, 2022 (the “Early Settlement Date”).
The Offer is scheduled to expire at 11:59 p.m., New York City time, on January 10, 2023, unless extended or earlier terminated (such time, as may be extended, the “Expiration Time”).
As the aggregate principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time is below the Maximum Tender Amount, all Notes tendered on or prior to the Early Tender Time will be accepted for purchase without proration.
Holders of Notes that validly tendered their Notes on or prior to the Early Tender Time and whose Notes have been accepted for purchase (subject to the application of the proration factor) are entitled to receive the “Total Consideration” set forth in the table above as well as Accrued Interest (as defined below). The total cash payment to purchase the accepted Notes on the Early Settlement Date will be approximately $42,827,305.15. Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law.
The consideration to be paid for the Notes validly tendered and not validly withdrawn per $1,000 principal amount of such Notes, validly tendered and accepted for purchase pursuant to the Offer is the amount set forth in the table above under the heading “Total Consideration.” The amounts set forth in the table above under “Total Consideration” include an early tender premium of $30 per $1,000 principal amount of the Notes validly tendered and accepted for purchase (the “Early Tender Premium”). Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will be entitled to receive the applicable “Total Consideration” set forth in the table above under the heading “Total Consideration,” which includes the Early Tender Premium.
Subject to the terms and conditions set forth in the Offer to Purchase, holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will only receive $925.00 per $1,000 principal amount of the Notes accepted for purchase (the “Tender Consideration”). The Tender Consideration does not include the Early Tender Premium. No tenders will be valid if submitted after the Expiration Time. Payment for the Notes that are validly tendered after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase by the Company is currently anticipated to be January 13, 2023, the third business day after the Expiration Time.
All holders of Notes accepted for purchase will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date (“Accrued Interest”).
The Company reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, dated December 12, 2022, a copy of which may be obtained from Global Bondholder Services Corporation, the Tender and Information Agent for the Offer, at contact@gbsc-usa.com, by telephone at +1 (855) 654-2015 (U.S. toll free) and +1 (212) 430-3774 (collect) or in writing at 65 Broadway – Suite 404 New York, New York 10006.
The Company has engaged Citigroup Global Markets Inc. to act as the dealer manager (the “Dealer Manager”) in connection with the Offer. Questions regarding the terms of the Offer may be directed to the Dealer Manager by telephone at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect).
Disclaimer
None of the Company, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offer or expressing any opinion as to whether the terms of the Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer is being made solely by means of the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. The Company is not under any obligation to (and expressly disclaims any such obligation to) update forward-looking statements as a result of new information, future events or otherwise, except as required by law.
Investor Relations
Julie Xi
TerraForm Global Operating LP
enquiries@brookfieldrenewable.com
About TerraForm Global Operating LP
TerraForm Global Operating LP is a globally diversified renewable energy company that owns solar and wind power plants located in Brazil, China, India and Uruguay.
Important Notice
The distribution of materials relating to the Offer and the transactions contemplated by the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into a holder’s possession, the holder is required by the Company to inform itself of and to observe all of these restrictions. The materials relating to the Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and the Dealer Manager or any affiliate of the Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate on behalf of the Company in that jurisdiction. Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as “holders.”
This press release shall not constitute an offer to buy or the solicitation of an offer to sell any securities in any state or other jurisdiction in which such offer or solicitation would be unlawful.
