Brookfield’s Acquisition of TerraForm Companies

On March 7, 2017, Brookfield Asset Management Inc. (“Brookfield”), a leading global alternative asset manager, and TerraForm Global, Inc. (“TerraForm Global”) announced that they have entered into a definitive merger agreement under which Brookfield will acquire TerraForm Global for approximately $787 million in cash and assume approximately $455 million in net debt, representing an enterprise value of approximately $1.3 billion. Brookfield and TerraForm Power, Inc. (“TerraForm Power”) also announced that they have entered into a definitive agreement under which Brookfield will assume the role of TerraForm Power’s sponsor and become the controlling shareholder. Cravath is representing Brookfield in connection with both transactions.

TerraForm Global and TerraForm Power own and operate clean renewable energy assets acquired from SunEdison and other third‑party partners worldwide. SunEdison and certain of its domestic and international subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court in the Southern District of New York on April 21, 2016. TerraForm Global and TerraForm Power, SunEdison’s publicly‑traded yieldcos, are not part of the filing and announced that they have entered into settlement agreements with SunEdison related to the Chapter 11 bankruptcy case in order to resolve the respective legal relationships between SunEdison and each TerraForm company.

The Cravath team is led by partner Richard Hall and includes associates Maya A. Rosenthal‑Larrea, Daniel J. Cerqueira, Matthew C. Young, Norman J. Walczak and Hugh H. Manahan and foreign associate attorney Ivan S. L. Rubinstein on M&A matters; partner Paul H. Zumbro and associate Matthew M. Kelly on financial restructuring and reorganization matters; partner Andrew W. Needham and associate Richard Bohm on tax matters; partner Jonathan J. Katz, practice area attorney Romica Singh and associate Sally Ye on executive compensation and benefits matters; partner George E. Zobitz and senior attorney Christopher J. Kelly on financing matters; senior attorney Annmarie M. Terraciano on environmental matters; and senior attorney Jesse M. Weiss on antitrust matters. Additionally, James Ding worked on M&A matters, Dean M. Nickles worked on financial restructuring and reorganization matters, and Nikita Patel worked on financing matters.