SunEdison (NYSE: SUNE) said in its Aug. 6 Form 10-Q report that it holds an option to acquire, probably in 2016, a share of CSolar IV West LLC.
In July 2014, SunEdison completed the acquisition of 50% of the outstanding limited liability company interests of Silver Ridge Power LLC (SRP) from AES Solar for total cash consideration of $179 million ($134 million, net of cash acquired). The remaining 50% of the outstanding limited liability company interests of SRP continue to be held by Riverstone. SRP’s solar power plant operating projects included the Mt. Signal solar project.
Concurrently with entry into the acquisition deal, SunEdison also entered into a Master Transaction Agreement (MTA) with Riverstone. Under the MTA, concurrently with the closing of the TerraForm Power IPO, SRP contributed Mt. Signal to the operating entity of TerraForm in exchange for total consideration valued at $292 million.
Thje Form 10-Q noted: “Through our acquisition of this interest in SRP, we acquired 50% of (i) 336 MW of solar power plant operating projects and (ii) a 40% interest in CSOLAR IV West, LLC (‘CSolar’), which is currently developing a 183 MW solar power facility with an executed [power purchase agreement] in place with a high-credit utility off-taker. Pursuant to the MTA, concurrently with the closing of the TerraForm IPO, the parties also entered into a purchase and sale agreement with respect to CSolar. The purchase and sale agreement provides that, following completion of CSolar’s 183 MW facility, which is expected in 2016, and subject to customary closing conditions and receipt of regulatory approvals, we will acquire Riverstone’s share of SRP’s interest in CSolar. Thereafter, we intend to contribute 100% of SRP’s 40% interest in CSolar to TerraForm.”
The Form 10-Q added: “In addition, we also obtained a right, but not an obligation, to acquire AES Solar’s 50% interest in a portfolio of projects located in Italy prior to August 31, 2015 for a purchase price of $42 million, subject to certain specified adjustments. We also assumed responsibility for operations and management and asset management for SRP’s entire project portfolio. We will determine in the future whether these projects will be held on our balance sheet or, subject to Riverstone’s consent, sold to third parties.”
The Form 10-Q said about a separate deal done recently: “On June 26, 2015, we and TerraForm AP Acquisitions Holdings, LLC (‘TerraForm AP’), a subsidiary of SunEdison, completed the acquisition of all membership interests of Atlantic Power Transmission, Inc. (‘Atlantic Power’), an independent power producer with a diversified fleet of power generation assets located throughout the U.S. and Canada, pursuant to a membership interest purchase agreement. In connection with the acquisition, we have acquired interests in five operating wind power generation assets located in Oklahoma and Idaho, which generate 521 MW of renewable power in proportion to our ownership interests. The aggregate consideration paid for this acquisition was $347 million in cash.”
The filing said about another recent deal: “On January 29, 2015, SunEdison and TerraForm First Wind ACQ, LLC, a subsidiary of TerraForm Power Operating, LLC (‘TerraForm Operating”’, as assignee of TerraForm Power, LLC (‘Terra LLC’) under the Purchase Agreement, completed the acquisition of First Wind Holdings, LLC (‘Parent,’ together with its subsidiaries, ‘First Wind’), pursuant to a purchase and sale agreement, dated as of November 17, 2014, as amended by the First Amendment to the Purchase and Sale Agreement, dated as of January 28, 2015 (together, the ‘Purchase Agreement’), among SunEdison, TerraForm Operating, Terra LLC, First Wind, the members of First Wind and certain other persons party thereto (the ‘Acquisition’). In the Acquisition, TerraForm First Wind ACQ, LLC purchased from First Wind 500 MW of operating wind power assets and 21 MW of operating solar power assets, and SunEdison purchased all of the equity interests of Parent and all of the outstanding equity interests in certain subsidiaries of Parent that own, directly or indirectly, 306 MW of operating wind power assets, wind and solar development projects representing 1.6 GW of pipeline and backlog and development opportunities representing more than 6.4 GW of wind and solar projects.”