ST. PETERS, Mo.
June 4, 2014
/PRNewswire/ -- SunEdison, Inc. (the "Company") (NYSE: SUNE), announced today that it intends to offer, subject to market and other conditions,
aggregate principal amount of convertible senior notes due 2020 (the "notes") in a private placement. The notes will be offered by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The Company also intends to grant to the initial purchasers a 30-day option to purchase an additional
aggregate principal amount of notes on the same terms and conditions.
The Company intends to use approximately
$350 to $400 million
of the net proceeds from this offering to fund acquisitions, development and construction costs and the repayment of project indebtedness for solar projects to be contributed to TerraForm Power, Inc., its yieldco subsidiary, or operating solar projects held on its balance sheet consistent with its retained value strategy. The Company intends to use the remaining net proceeds to fund (i) working capital, accelerate growth of the business and for other general corporate purposes, and (ii) the cost of convertible note hedge transactions described below (after such cost is partially offset by the proceeds that the Company receives from entering into the warrant transactions described below).
The notes will be senior unsecured obligations of the Company. The notes will be convertible, subject to certain conditions, into cash or shares of common stock of the Company or a combination of cash and shares of common stock, at the Company's option. The notes will mature on
January 15, 2020
, unless earlier converted or purchased. The interest rate, conversion rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering.
The Company expects to enter into convertible note hedge transactions with counterparties that may include the initial purchasers and/or their affiliates (the "hedge counterparties") and in connection therewith, the Company also intends to enter into separate privately negotiated warrant transactions with the hedge counterparties. These convertible note hedge transactions are expected to reduce the potential dilution with respect to the Company's common stock upon conversion of the notes or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, upon any conversion of notes; however, the warrant transactions could have a dilutive effect with respect to the Company's common stock to the extent that the market price per share of the Company's common stock exceeds the strike price of the warrants.