Independent Directors in $2.2 Billion Solar Energy Merger

Cleary Gottlieb is representing the Corporate Governance and Conflicts Committee of TerraForm Power in connection with the acquisition by SunEdison, TerraForm’s majority shareholder, of Vivint Solar and the dropdown of acquired assets from SunEdison to TerraForm.

Under the terms of the merger agreement, SunEdison will acquire Vivint Solar for approximately $2.2 billion, payable in a combination of cash, shares of SunEdison common stock and SunEdison convertible notes. SunEdison has entered into a definitive purchase agreement with a subsidiary of TerraForm Power which, concurrently with the completion of SunEdison’s acquisition of Vivint Solar, will acquire Vivint Solar’s rooftop solar portfolio for $922 million in cash. The transaction was announced on July 20, 2015 and is expected to close in the fourth quarter of 2015.

Vivint Solar is a leading provider of distributed solar energy – electricity generated by a solar energy system installed at a customer’s location – to residential, commercial and industrial customers in the United States. SunEdison is the world’s largest renewable energy development company. TerraForm Power is a renewable energy leader that owns and operates clean energy power plants.