Case Studies


Sale of TerraForm Global to Brookfield

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

GREENTECH’S ROLE

  • Greentech advised GLBL’s Board of Directors and was actively engaged in all aspects of the transaction, including structuring, valuation, due diligence and negotiation
  • Greentech 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, Greentech initiated a strategic outreach process to  explore alternatives for a whole company and sponsor replacement transaction
  • Greentech 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

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