Brookfield To Acquire TerraForm Global For $787 Mln Cash, Assume $455 Mln Debt

(RTTNews) - Terraform Global Inc. (GLBL), an operator of clean energy power plants, said Tuesday that it has agreed to be acquired by Brookfield Asset Management Inc. (BAM, BAM-A.TO), an alternative asset manager, for approximately $787 million in cash. Brookfield will also assume approximately $455 million in net debt.

The deal has an implied total equity value of $1.7 billion and represents an enterprise value of approximately $1.3 billion. Brookfield will assume the role of TerraForm Power's sponsor and also become the controlling shareholder with 51 percent ownership. Post transaction closing, non-Brookfield shareholders, will hold 49 percent ownership in TerraForm Power.

TerraForm Global owns and operates, or has contracts to acquire, a fleet of 31 wind and solar power plants totaling 952 MW of capacity spread across Brazil, India, China, South Africa, Thailand, Malaysia, and Uruguay.

Under the terms of the merger agreement, Brookfield will purchase all of the outstanding Class A shares of TerraForm Global for $5.10 per share in cash.

For Class A shareholders, this represents a premium of approximately 50 percent to TerraForm Global's closing share price on September 16, 2016, the last trading day prior to TerraForm Global's announcement that its board of directors initiated an exploration of strategic alternatives to maximize shareholder value.

Immediately prior to the merger, pursuant to a settlement agreement entered into between TerraForm Global and SunEdison, Inc. (SUNEQ) will exchange all of its Class B shares and TerraForm Global, LLC Class B units into 25 percent of the outstanding Class A shares on a fully diluted basis.

The transaction has been approved by the board of directors of TerraForm as well as Brookfield. It also has the support of SunEdison.

TerraForm Global also said it has entered into a settlement agreement with SunEdison in connection with the Chapter 11 bankruptcy case of SunEdison. This agreement is subject to the approval of the U.S. bankruptcy court overseeing the SunEdison Bankruptcy.