BETHESDA, Md. | erraForm Global, Inc —
TerraForm Global, Inc. (“TerraForm Global”) announced that its wholly-owned indirect subsidiary, TerraForm Global Operating, LLC (the “Issuer”), priced $810 million aggregate principal amount of 9.75% senior notes due 2022 (the “Notes”) in a previously announced private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The closing of the offering is expected to occur on August 5, 2015, subject to certain closing conditions.
The Notes will be senior unsecured obligations of the Issuer and on the issue date will be guaranteed by the Issuer’s direct parent, TerraForm Global, LLC (“Global LLC”). Following the issue date, the Notes will be guaranteed by any domestic subsidiaries of Global LLC that guarantee the Issuer’s revolving credit facility or any other material indebtedness. TerraForm Global will not guarantee the Notes.
The Issuer intends to use the net proceeds of the offering of the Notes to fund, in whole or in part, renewable energy projects (“Eligible Green Projects”), which include financing or refinancing of, or investments in, equipment and systems which generate or facilitate the generation of energy from renewable sources, such as solar, wind and hydroelectric energy.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum to qualified institutional buyers under Rule 144A and to persons outside of the United States under Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.