TerraForm Power Announces Pricing of Public Offering of Common Stock
TerraForm Power, Inc. (Nasdaq:TERP) ("TerraForm Power") today announced that it priced its underwritten public offering of 14,907,573 shares of its Class A common stock ("common stock") for total gross proceeds of approximately $251 million. The underwriter may offer the shares from time to time for sale in one or more transactions on the Nasdaq Global Select Market, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. In connection with the offering, TerraForm Power has granted the underwriter an option for a period of 30 days to purchase up to an additional 2,236,135 shares of common stock.
Subject to the completion of this offering and the receipt of applicable regulatory approvals (if any), an affiliate of TerraForm Power's sponsor, Brookfield Asset Management Inc., will purchase from TerraForm Power in a concurrent private placement $50.0 million of shares of common stock at a price per share equal to the price paid to TerraForm Power by the underwriter in this offering.
TerraForm Power intends to use the net proceeds from this offering and the concurrent private placement for working capital and general corporate purposes.
The offering is expected to close on or about October 7, 2019.
RBC Capital Markets is acting as sole book-running manager for the offering.
The offering is being made pursuant to TerraForm Power's effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The offering is being made only by means of a prospectus and a related prospectus supplement. Prospective investors should read the prospectus supplement and the accompanying prospectus in that registration statement and other documents TerraForm Power has filed or will file with the SEC for more complete information about TerraForm Power and the offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, New York, 10281, by calling 877-822-4089 or by emailing firstname.lastname@example.org.
This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of common stock, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About TerraForm Power
TerraForm Power acquires, owns and operates a best-in-class renewable power portfolio of solar and wind assets in North America and Western Europe. TerraForm Power is the owner and operator of a 4,070 MW diversified portfolio of high-quality solar and wind assets underpinned by long-term contracts. TerraForm Power is listed on the Nasdaq Global Select Market (Nasdaq:TERP). It is sponsored by Brookfield Asset Management, Inc., a leading global alternative asset manager with more than $500 billion of assets under management.
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Safe Harbor Disclosure
This communication contains 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. 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," "opportunities," "goal," "guidance," "outlook," "initiatives," "objective," "forecast," "target," "potential," "continue," "would," "will," "should," "could," or "may" or other comparable terms and phrases. All statements that describe or relate to TerraForm Power's expectations regarding the number or price of shares of common stock to be sold or the intended use of proceeds from the offering of common stock are forward-looking statements. Forward-looking statements provide TerraForm Power's current expectations or predictions of future conditions, events, or results and speak only as of the date they are made. Although TerraForm Power believes its expectations and assumptions are reasonable, it can give no assurance that these expectations and assumptions will prove to have been correct and actual results may vary materially.
TerraForm Power disclaims any obligation to publicly 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 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 TerraForm Power's Form 10-K for the fiscal year ended December 31, 2018, any subsequent Quarterly Reports on Form 10-Q, as well as additional factors it may describe from time to time in other filings with the SEC. TerraForm Power operates in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and 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.