TRANSACTION OVERVIEW

  • On March 7, 2017, TerraForm Global (“GLBL”) announced
    that Brookfield Asset Management (“Brookfield”) agreed
    to acquire GLBL for total consideration of $1,338 million
  • On April 21, 2016, SunEdison, the sponsor and owner of
    ~36% of GLBL, filed for Chapter 11 bankruptcy protection,
    leading GLBL’s Board of Directors to engage advisors to
    evaluate strategic alternatives and coordinate with
    SunEdison’s financial advisors
  • Immediately prior to the merger, GLBL and SunEdison
    will enter into a settlement agreement where SunEdison
    will exchange all of its Class B shares for 25% of the
    outstanding Class A shares on a fully diluted basis
  • Brookfield will purchase all of the outstanding Class A
    shares of GLBL for $5.10 per share, adjusted for the
    settlement agreement with SunEdison, representing
    nearly a 50% premium to the share price prior to GLBL’s
    announcement that it’s exploring strategic alternatives

TERRAFORM GLOBAL OVERVIEW

  • GLBL is an emerging markets YieldCo that owns and
    operates 31 renewable power plants totaling 952 MW
    across Brazil, China, India, Malaysia, South Africa, Thailand
    and Uruguay
  • GLBL was formed by SunEdison and taken public on
    July 31, 2015. The company is publicly listed on the
    NASDAQ under the symbol GLBL

BROOKFIELD ASSET MANAGEMENT OVERVIEW

  • Brookfield Asset Management is a leading global
    alternative asset manager with approximately $250 billion
    in assets under management
  • Brookfield has more than a 100-year history of owning
    and operating assets with a focus on property, renewable
    power, infrastructure and private equity
  • Brookfield offers a range of public and private investment
    products and services, and is co-listed on the New York,
    Toronto and Euronext stock exchanges under the symbol
    BAM, BAM.A and BAMA, respectively

GCA’S ROLE

  • GCA advised GLBL’s Board of Directors
    and was actively engaged in all aspects
    of the transaction, including structuring,
    valuation, due diligence and negotiation
  • GCA conducted due diligence on a
    country-by-country, project-by-project
    basis for all 31 assets, evaluated GLBL’s
    standalone plan and advised GLBL’s
    Board on its strategic alternatives
  • Under the Board’s direction, GCA initiated
    a strategic outreach process to explore
    alternatives for a whole company and
    sponsor replacement transaction
  • GCA executed a highly competitive
    process and contacted over 190 financial
    and strategic buyers, which ultimately
    culminated in a whole company transaction
    that delivered a large premium for GLBL
    shareholders

WHAT THE TRANSACTION MEANS
FOR THE YIELDCO MARKET

  • Brookfield’s acquisition of GLBL and its
    sister company TerraForm Power (“TERP”)
    represented a large step in alleviating the
    overhang of the SunEdison bankruptcy on
    the YieldCo market
  • The transaction also provided precedent
    transactions for the U.S. Yieldco market
    with the whole company and sponsor
    replacement transactions for GLBL and
    TERP, respectively